Due Authorization; Non-Contravention Sample Clauses

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. The execution and delivery by Assignor of this Agreement and each of the Ancillary Agreements to which it is a party, and the performance by Assignor of its obligations hereunder and thereunder, (i) have been duly authorized by all necessary partnership action on the part of Assignor, (ii) do not require any part nership approval, or approval or consent of any trustee or holder of any indebtedness or obligations of Assignor not already obtained, (iii) do not contravene any law, governmental rule, regulation, judgment or order applicable to or binding on Assignor, or the limited partnership agreement of Assignor or contravene the provi sions of, or constitute a default under or result in the creation of any Lien (other than as provided for or otherwise permitted in the Operative Agreements) upon the Trust Estate or any other Transferred Interest under any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which Assignor is a party or by which Assignor is bound and (iv) except as set forth on Schedule 5(b) attached hereto, do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any federal, state or foreign governmental authority or agency or any other Person, except those already obtained.

Due Authorization; Non-Contravention. The execution, delivery and performance by each Credit Party of this Amendment and the Consent, as applicable, and the performance of the obligations of each Credit Party under or in respect of the Credit Agreement as amended hereby (a) have been duly authorized by all necessary corporate, limited liability company or partnership action, (b) do not contravene any provision of such Person’s charter, bylaws or partnership or operating agreement, as applicable, (c) do not violate any law or regulation or any order or decree of any court or Governmental Authority of the United States or the United Kingdom or, in each case, any political subdivision thereof, (d) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound, except where any such violations, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and (e) do not result in the creation or imposition of any Lien on any of the property of such Person.

Due Authorization; Non-Contravention. The execution, delivery and performance by the Borrower of each Transaction Document to which it is a party at any time this representation is given or deemed repeated are within the Borrower’s limited liability company powers, have been duly authorized by all necessary limited liability company action, and do not: (a) contravene its Organic Documents (including its LLC Agreement); (b) contravene in any material respect any Law binding on or affecting such Person; (c) contravene in any material respect any Contractual Obligation binding on or affecting such Person; (d) require any consent or approval under its Organic Documents that has not been obtained; (e) require any consent or approval under any Contractual Obligation binding on or affecting such Person other than any approvals or consents that have been obtained; or (f) result in, or require the creation or imposition of, any Lien on any of the Borrower’s properties or Equity Interests other than Permitted Liens.

Due Authorization; Non-Contravention. The execution, delivery and performance by the applicable Obligor of this Amendment and the Consent and the performance of the obligations of each Obligor under or in respect of the Credit Agreement as amended hereby have been duly authorized by all necessary corporate or other organizational action, and do not (a) contravene such Obligor's Organic Documents, (b) contravene any contractual restriction entered into after the Petition Date where such a contravention has a reasonable possibility of having a Materially Adverse Effect, or contravene any law or governmental regulation or court order binding on or affecting such Obligor, or (c) result in, or require the creation or imposition of, any Lien on any of such Obligor's properties.

Due Authorization; Non-Contravention. The execution, delivery and performance by each Loan Party of each Loan Document executed or to be executed by it, each Loan Party’s participation in the consummation of all aspects of the Transaction, and the execution, delivery and performance by Holdings, the Borrower or (if applicable) any other Loan Party of the agreements executed and delivered by it in connection with the Transaction are in each case within such Person’s powers, have been duly authorized by all necessary action, and do not (a) contravene any (i) Loan Party’s Organization Documents, if applicable, (ii) court decree or order binding on or affecting any Loan Party or (iii) law or governmental regulation binding on or affecting any Loan Party; or (b) result in (i) or require the creation or imposition of, any Lien on, except (in the case of both clause (a) above and this clause (b)) as permitted by this Agreement, or (ii) a default under any material Contractual Obligation binding on or affecting any Loan Party.

Due Authorization; Non-Contravention. The execution, delivery and performance of this Agreement and each of the other Operative Documents to which it is or will be a party have been or when executed and delivered will be duly authorized by all necessary company action and do not and will not: (i) contravene the Organic Documents of Midwest; (ii) contravene any Requirement of Law or Contractual Obligation, binding on or affecting Midwest; or (iii) result in, or require the creation or imposition of, any Lien (other than pursuant to the Operative Documents) on any of the properties of Midwest; except, in case of clauses (ii) and (iii) where such contravention, creation or imposition would not result in a Material Adverse Effect on Midwest.

Due Authorization; Non-Contravention. The execution and delivery by NRG of this Agreement and the performance by NRG of its obligations hereunder have been duly authorized by all requisite corporate action and will not violate any provision (x) of the Certificate of Incorporation of NRG, as amended, or the By-laws of NRG, as amended, (y) of law, any order of any court or other agency of government, or (z) of any indenture, agreement or other instrument to which NRG or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of NRG, it being understood that, in connection with the transactions contemplated by this Agreement and the Merger Agreement, the parties will make all requisite filings and otherwise comply with the applicable requirements of (i) the HSR Act, (ii) the Exchange Act and the Securities Act, (iii) state securities, takeover or blue sky laws, and (iv) any other laws or regulations.

Due Authorization; Non-Contravention. The execution and delivery by the Borrower of this Amendment and each other Credit Document to which it is a party, the performance by the Borrower of its Obligations hereunder and thereunder and the consummation of all other actions incidental to any thereof have been duly authorized by all necessary action, do not and shall not conflict with, result in any violation of, or constitute a default under, any provision of any Organic Document or Contractual Obligation of the Borrower or any Law and shall not result in or require the creation or imposition of any Lien on any of the Borrower’s properties pursuant to the provisions of any Contractual Obligation (other than the Liens provided for in the Collateral Documents and the Liens permitted by Section 6.02(c) of the Amended Agreement (Liens)).

Due Authorization; Non-Contravention. The execution, delivery and performance by each of the Borrowers of each Transaction Document to which it is a party are within such Borrower’s limited liability company powers, have been duly authorized by all necessary limited liability company action, and do not: (a) contravene such Borrower’s Organic Documents (including its Borrower LLC Agreement); (b) contravene in any material respect any Law binding on or affecting such Borrower; (c) (i) in the case of any Financing Document, contravene any Contractual Obligation binding on or affecting such Borrower or (ii) in the case of any Project Document, contravene any Contractual Obligation binding on or affecting such Borrower (other than in the case of this Section 5.02(c)(ii) any contravention which could not reasonably be expected to have a Material Adverse Effect); (d) require any consent or approval under such Borrower’s Organic Documents that has not been obtained; (e) require any consent or approval under any Contractual Obligations binding on or affecting such Borrower other than any approvals or consents which have been obtained (and, in the case only of the execution, delivery and performance of the Project Documents, any other approvals or consents the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect); or (f) result in, or require the creation or imposition of, any Lien on any of such Borrower’s properties other than Permitted Liens.