Common use of Due Authorization, Non-Contravention, etc Clause in Contracts

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: (a) contravene the Borrower’s Organic Documents; (b) contravene any law or governmental regulation of any Applicable Jurisdiction except as would not reasonably be expected to result in a Material Adverse Effect; (c) contravene any court decree or order binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; (d) contravene any contractual restriction binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; or (e) result in, or require the creation or imposition of, any Lien on any of the Borrower’s properties except as would not reasonably be expected to result in a Material Adverse Effect.

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: (a) a. contravene the Borrower’s Organic Documents; (b) b. contravene any law or governmental regulation of any Applicable Jurisdiction except as would not reasonably be expected to result in a Material Adverse Effect; (c) c. contravene any court decree or order binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; (d) d. contravene any contractual restriction binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; or (e) e. result in, or require the creation or imposition of, any Lien on any of the Borrower’s properties except as would not reasonably be expected to result in a Material Adverse Effect.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Borrower of this Agreement and each other Loan DocumentDocument to which it is a party, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not: (a) contravene the Borrower’s Organic Documents; (b) contravene any law or governmental regulation of any Applicable Jurisdiction except as would not reasonably be expected to result in a Material Adverse Effect; (c) contravene any court decree or order binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; (d) contravene any contractual restriction binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; or (e) result in, or require the creation or imposition of, any Lien on any of the Borrower’s properties of the Borrower except as would not reasonably be expected to result in a Material Adverse Effect.

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: (a) a. contravene the Borrower’s Organic Documents; (b) b. contravene any law or governmental regulation of any Applicable Jurisdiction except as would not reasonably be expected to result in a Material Adverse Effect; (c) c. contravene any court decree or order binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; (d) d. contravene any contractual restriction binding on the Borrower or any of its property property, except as would not reasonably be expected to result in a Material Adverse Effect; or (e) e. result in, or require the creation or imposition of, any Lien on any of the Borrower’s properties except as would not reasonably be expected to result in a Material Adverse Effect.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Borrower of this Agreement and each other Loan DocumentDocument to which it is a party, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not: (a) contravene the Borrower’s Organic Documents; (b) contravene any law or governmental regulation of any Applicable Jurisdiction except as would not reasonably be expected to result in a Material Adverse Effect; (c) contravene any court decree or order binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; (d) contravene any contractual restriction binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; or (e) result in, or require the creation or imposition of, any Lien on any of the Borrower’s properties except as would not reasonably be expected to result in a Material Adverse Effect.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Borrower of this Agreement and each other Loan DocumentDocument to which it is a party, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not: (a) contravene the Borrower’s Borrower‘s Organic Documents; (b) contravene any law or governmental regulation of any Applicable Jurisdiction except as would not reasonably be expected to result in a Material Adverse Effect; (c) contravene any court decree or order binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; (d) contravene any contractual restriction binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; or (e) result in, or require the creation or imposition of, any Lien on any of the Borrower’s properties of the Borrower except as would not reasonably be expected to result in a Material Adverse Effect.

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 's corporate powers, have been duly authorized by all necessary corporate action, and do not: (a) contravene the Borrower’s 's Organic Documents;; 5141 WEIL:\98779117\5\64945.0060WEIL:\98789202\5\64945.0060 2216363.01 NYCSR03A - MSW (b) contravene any law or governmental regulation of any Applicable Jurisdiction except as would not reasonably be expected to result in a Material Adverse Effect; (c) contravene any court decree or order binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; (d) contravene any contractual restriction binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; or (e) result in, or require the creation or imposition of, any Lien on any of the Borrower’s 's properties except as would not reasonably be expected to result in a Material Adverse Effect.

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 's corporate powers, have been duly authorized by all necessary corporate action, and do not: (a) contravene the Borrower’s 's Organic Documents; (b) contravene any law or governmental regulation of any Applicable Jurisdiction except as would not reasonably be expected to result in a Material Adverse Effect; (c) contravene any court decree or order binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; (d) contravene any contractual restriction binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; or (e) result in, or require the creation or imposition of, any Lien on any of the Borrower’s 's properties except as would not reasonably be expected to result in a Material Adverse Effect.. WEIL:\98779116\4\64945.0060

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: (a) contravene the Borrower’’s Organic Documents; (b) contravene any law or governmental regulation of any Applicable Jurisdiction except as would not reasonably be expected to result in a Material Adverse Effect; (c) contravene any court decree or order binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; (d) contravene any contractual restriction binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; or (e) result in, or require the creation or imposition of, any Lien on any of the Borrower’’s properties except as would not reasonably be expected to result in a Material Adverse Effect.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Borrower of this Agreement and each other Loan DocumentDocument to which it is a party, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not: (a) contravene the Borrower’s Borrower‘s Organic Documents; (b) contravene any law or governmental regulation of any Applicable Jurisdiction except as would not reasonably be expected to result in a Material Adverse Effect; (c) contravene any court decree or order binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; (d) contravene any contractual restriction binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; oror NYDOCS01/1357662.2 31 (e) result in, or require the creation or imposition of, any Lien on any of the Borrower’s properties of the Borrower except as would not reasonably be expected to result in a Material Adverse Effect.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Borrower of this Agreement and each other Loan DocumentDocument to which it is a party, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not: (a) contravene the Borrower’s Organic Documents; (b) contravene any law or governmental regulation of any Applicable Jurisdiction except as would not reasonably be expected to result in a Material Adverse Effect; (c) contravene any court decree or order binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; (d) contravene any contractual restriction binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; or (e) except for the Liens created by the Security Documents, result in, or require the creation or imposition of, any Lien on any of the Borrower’s properties of the Borrower except as would not reasonably be expected to result in a Material Adverse Effect.

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: (a) contravene the Borrower’s Organic Documents; (b) contravene any law or governmental regulation of any Applicable Jurisdiction except as would not reasonably be expected to result in a Material Adverse Effect; (c) contravene any court decree or order binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; (d) contravene any contractual restriction binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; or (e) result in, or require the creation or imposition of, any Lien on any of the Borrower’s properties except as would not reasonably be expected to result in a Material Adverse Effect. Section 5.3 Section 5.3

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Borrower of this Agreement and each other Loan DocumentDocument to which it is a party, are within the Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not: (a) contravene the Borrower’s Organic Documents; (b) contravene any law or governmental regulation of any Applicable Jurisdiction except as would not reasonably be expected to result in a Material Adverse Effect;; NYDOCS03/851836.9B 32 (c) contravene any court decree or order binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; (d) contravene any contractual restriction binding on the Borrower or any of its property except as would not reasonably be expected to result in a Material Adverse Effect; or (e) result in, or require the creation or imposition of, any Lien on any of the Borrower’s properties except as would not reasonably be expected to result in a Material Adverse Effect.