Due Authorization; No Default Sample Clauses

Due Authorization; No Default. (a) The execution, delivery and performance by Borrower of this Agreement, the Notes and the Relevant Documents are within Borrower's powers, have been duly authorized by all necessary action on the part of Borrower, and do not and will not (i) violate Borrower's Certificate or Articles of Incorporation or ByLaws, or any applicable law or regulation, or any judgment, order or decree of any judicial or other governmental body, (ii) constitute a breach of, or default under, any agreement, undertaking or instrument to which Borrower is a party or by which it may be affected, or (iii) result in the imposition of any lien, encumbrance or restriction on any assets of Borrower.
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Due Authorization; No Default. (a) The execution, delivery and performance by Borrower of this Amendment are within Borrower's powers, have been duly authorized by all necessary action on the part of the Borrower and (i) do not and will not (A) require any consent or approval of the stockholders of the Borrower, or (B) constitute or result in a breach of, or default under (with due notice or passage of time or both) any agreement, undertaking, or instrument to which Borrower is a party or by which it may be affected, or (C) result in the creation or imposition of any lien or restriction on any assets of Borrower, other than liens in favor of Lender, and (ii) are not and will not be prevented or limited by, or violate, conflict with or breach either Borrower's Certificate of Incorporation or By-laws, or any applicable law or regulations, or any judgment, order, award or decree of any judicial body or other governmental authority or arbitrator applicable to Borrower or any of Borrower's assets.
Sample 1
Due Authorization; No Default. (a) The execution, delivery and performance of this Agreement and the Relevant Documents has been duly authorized by all necessary action on the part of Borrower; is not inconsistent with its certificate of incorporation, by-laws and other governing documents; does not contravene any law, governmental rule, regulation or order applicable to Borrower; and does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument or any order, writ, injunction or decree to which Borrower is a party or by which it or its properties or assets are bound.
Sample 1
Due Authorization; No Default. 4.2(1) The execution, delivery and performance by Borrower of this Agreement, the Notes and the Relevant Documents are within Borrower's powers, have been duly authorized by all necessary action on the part of Borrower, and do not and will not (a) violate Borrower's Certificate of Incorporation or By-Laws, or any Governmental Rule of any Governmental Authority, (b) constitute a breach of, or default under, any agreement, undertaking or instrument to which Borrower is a party or by which it may be affected, or (c) result in the imposition of any lien, Encumbrance or restriction on any assets of Borrower.
Sample 1
Due Authorization; No Default. The delivery and execution, performance of this Agreement by Seller and all other agreements and instruments to be executed by Seller in connection herewith or pursuant hereto and the consummation of the sale contemplated hereby have been duly authorized by all requisite action on the part of the general partner of Seller. When this Agreement is executed and delivered by the general partners of Seller on behalf of Seller, it shall constitute the legal, valid and binding obligation of Seller. The transfer of Seller's right, title and interest in and to the Facility to Purchaser will not violate in any Material respect any provision of Seller's Amended and Restated Agreement of Limited Partnership ("Seller's Partnership Agreement") or any laws governing Seller. Except as may be disclosed in Exhibit "G", the execution, delivery or performance of this Agreement, or the consummation of the transactions contemplated hereby, or compliance with any of the terms or conditions hereof, will not result in the breach in any Material respect by Seller of any of the terms, conditions or provisions of any agreements or instruments to which Seller is a party, or to which it or its property is bound, or constitute a default in any Material respect under such agreements or instruments.
Sample 1
Due Authorization; No Default. (a) The execution, delivery and performance by Borrower of this Agreement, the Notes and the other Loan Documents are within Borrower's power and authority, have been duly authorized by all necessary action on the part of Borrower, and do not and will not (i) violate Borrower's Organizational Documents or any applicable regulation or law, or any judgment, order or decree of any Governmental Authority, (ii) constitute a material breach of, or other default under, any agreement or other Document to which Borrower is a party or by which Borrower may be subject, affected or bound (any consents required thereby having previously been obtained), or (iii) result in the imposition of any Lien or restriction on any assets of Borrower (except in favor of Lender).
Sample 1
Due Authorization; No Default. (a) The execution, delivery and performance by each member of the Inmark Group of each Loan Document to which it is a party are within the power and authority of such member of the Inmark Group, have been duly authorized by all necessary action on the part of such member of the Inmark Group, and do not and will not (i) violate any Organizational Documents of such member of the Inmark Group or any applicable regulation or law, or any judgment, order or decree of any Governmental Authority, (ii) constitute a breach of, or other default under, any agreement or other Document to which such member of the Inmark Group is a party or by which such member of the Inmark Group may be subject, affected or bound (any consents required thereby having previously been obtained), or (iii) result in the imposition of any Lien or restriction on any assets of such member of the Inmark Group (except in favor of Lender).
Sample 1
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Due Authorization; No Default. (a) The execution, delivery and performance by Borrower of this Agreement, and the Relevant Documents are within Borrower's powers, have been duly authorized by all necessary action on the part of Borrower, and do not and will not (i) violate Borrower's Certificate of Incorporation or Bylaws or any Governmental Rule; (ii) constitute a breach of, or default under, any agreement, undertaking or instrument to which Borrower is a party or by which it may be affected, or (iii) result in the imposition of any Encumbrance or restrictions on any assets of Borrower, except in favor of Lender.
Sample 1
Due Authorization; No Default. 4.2(1) The execution, delivery and performance by Borrower of this Agreement, the Notes and the Relevant Documents are within Borrower's powers, have been duly authorized by all necessary action on the part of Borrower, and do not and will not (a) violate Borrower's Certificate of Incorporation or By-Laws, or any Governmental Rule of any Governmental Authority, (b) constitute a breach of, or default under, any agreement, undertaking or instrument [upon receipt of appropriate consents from the New Jersey Economic Development Authority ("NJEDA") and the Banque Nationale De Paris, Houston agency ("BNP") relative to a Loan Agreement between Borrower and NJEDA, Trust Indenture by and among the NJEDA and The National Bank, or the Reimbursement Agreement between Borrower and BNP and related documents, all dated as of April 15, 1993 (separately, the "NJEDA Consent" and the "BNP Consent")] to which Borrower is a party or by which it may be affected, or (c) result in the imposition of any lien, Encumbrance or restriction on any assets of Borrower.
Sample 1

Related to Due Authorization; No Default

  • Due Authorization; No Conflict The execution, delivery, and performance of the Loan Documents are within Borrower’s powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in Borrower’s Certificate of Incorporation or Bylaws, nor will they constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement by which it is bound, except to the extent such default would not reasonably be expected to cause a Material Adverse Effect.

  • Due Authorization, etc The execution, delivery and performance by the Borrower of this Agreement are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the Borrower’s certificate of incorporation or bylaws or (ii) law or any material contractual restriction binding on or affecting the Borrower.

  • Due Authorization The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken.

  • Due Authorization; No Conflicts The execution and delivery by the Paying Agent of each of the Paying Agent Agreements and the performance by the Paying Agent of its obligations hereunder and thereunder have been duly authorized by the Paying Agent and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

  • Organization; Due Authorization If such Sponsor is not an individual, it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Sponsor Agreement and the consummation of the transactions contemplated hereby are within such Sponsor’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Sponsor. If such Sponsor is an individual, such Sponsor has full legal capacity, right and authority to execute and deliver this Sponsor Agreement and to perform his or her obligations hereunder. This Sponsor Agreement has been duly executed and delivered by such Sponsor and, assuming due authorization, execution and delivery by the other parties to this Sponsor Agreement, this Sponsor Agreement constitutes a legally valid and binding obligation of such Sponsor, enforceable against such Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Sponsor Agreement is being executed in a representative or fiduciary capacity, the Person signing this Sponsor Agreement has full power and authority to enter into this Sponsor Agreement on behalf of the applicable Sponsor.

  • Due Authorization and No Conflict The execution, delivery and performance by the Borrower of this Agreement, the Purchase Agreement and all other Facility Documents to which it is a party, and the transactions contemplated hereby and thereby, are within the Borrower’s powers, have been duly authorized by all necessary limited liability company action and do not contravene or constitute a default under, any provision of applicable law or of the Borrower’s certificate of formation or of the limited liability company agreement or of any agreement, judgment, injunction, decree or other instrument binding upon the Borrower or result in the creation or imposition of any Adverse Claim on any asset of the Borrower. This Agreement, the Purchase Agreement and the other Facility Documents to which the Borrower is a party have been duly executed and delivered on behalf of the Borrower.

  • Due Authorization; Non-Contravention The execution and delivery by the Company of this Agreement, the Lender Note, the Lender Warrant and all ancillary instruments issued hereunder, and the performance of the terms hereof and thereof will not be, or result in, a violation, breach or default of any law, agreement or instrument to which the Company is a party.

  • Due Authorization, Non-Contravention, etc The execution, delivery and performance by the Borrower of this Agreement and each other Loan Document, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not:

  • Due Authorization and Issuance All of the Pledged Securities existing on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable to the extent applicable. There is no amount or other obligation owing by any Pledgor to any issuer of the Pledged Securities in exchange for or in connection with the issuance of the Pledged Securities or any Pledgor’s status as a partner or a member of any issuer of the Pledged Securities.

  • Due Authorization; Binding Obligation The execution and delivery of the Issuer Documents and the consummation of the transactions provided for therein have been duly authorized by all necessary action on its part. Issuer Documents constitute the legal, valid and binding obligation of the Issuer enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies.

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