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

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Obligor of each Loan Document executed or to be executed by it, each Obligor’s participation in the consummation of all aspects of the Transaction, and the execution, delivery and performance by the Borrower or (if applicable) any Obligor 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) Obligor’s Organic Documents, (ii) court decree or order binding on or affecting any Obligor or (iii) law or governmental regulation binding on or affecting any Obligor; or (b) result in (i) or require the creation or imposition of, any Lien on any Obligor’s properties (except as permitted by this Agreement) or (ii) a default under any material contractual restriction binding on or affecting any Obligor.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Obligor of each Loan Document executed or to be executed by it, each Obligor’s participation in the consummation of all aspects of the Transaction, and the execution, delivery and performance by the any Borrower or (if applicable) any Obligor 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) Obligor’s Organic Documents, (ii) court decree or order binding on or affecting any Obligor or (iii) law or governmental regulation binding on or affecting any Obligor; or (b) result in (i) or require the creation or imposition of, any Lien on any Obligor’s properties (except as permitted by this Agreement) or (ii) a default under any material contractual restriction binding on or affecting any Obligor.

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

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Borrower of this Agreement and each other Loan Document executed or to be executed by it, the execution, delivery and performance by each other Obligor of each Loan Document executed or to be executed by it, each Obligor’s participation in the consummation of all aspects of the Transaction, it and the execution, delivery and performance by the Borrower or (if applicable) and any Obligor of the agreements executed and delivered by it its applicable Subsidiaries of each agreement entered into in connection with the Transaction herewith are in each case within each such Person’s powers, have been duly authorized by all necessary action, and do not: (a) contravene any such Person’s Organic Documents; (b) contravene any contractual restriction binding on or affecting any such Person; (c) contravene (i) Obligor’s Organic Documents, (ii) any court decree or order binding on or affecting any Obligor such Person or (iiiii) any law or governmental regulation binding on or affecting any Obligorsuch Person; or (bd) result in (i) in, or require the creation or imposition of, any Lien on any Obligorof such Person’s properties (except as permitted by this Agreement) or (ii) a default under any material contractual restriction binding on or affecting any Obligor).

Due Authorization, Non-Contravention, etc. The Subject to entry of the Orders, the execution, delivery and performance by each Obligor of each Loan Document executed or to be executed by it, each Obligor’s participation in the consummation of all aspects of the Transaction, and the execution, delivery and performance by the Borrower or (if applicable) any Obligor 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) Obligor’s Organic Documents, (ii) court decree or order binding on or affecting any Obligor or (iii) law or governmental regulation binding on or affecting any Obligor; or (b) result in (i) or require the creation or imposition of, any Lien on any Obligor’s properties (except as permitted by this Agreement) or (ii) a default under any material contractual restriction binding on or affecting any ObligorObligor after the Petition Date.

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

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Obligor of each Loan Document executed or to be executed by it, each Obligor’s participation in the consummation of all aspects of the Transactiontransactions contemplated hereby, and the execution, delivery and performance by the Borrower or (if applicable) any Obligor of the agreements executed and delivered by it in connection with the Transaction transactions contemplated hereby are in each case within such Person’s powers, have been duly authorized by all necessary action, and do not (a) contravene any (i) Obligor’s Organic Documents, (ii) or result in a default under any material contractual restriction binding on or affecting any Obligor, (iii) court decree or order binding on or affecting any Obligor or (iiiiv) law or governmental regulation binding on or affecting any ObligorObligor in a material manner; or (b) result in (i) in, or require the creation or imposition of, any Lien on any Obligor’s properties (except as permitted by this Agreement) or (ii) a default under any material contractual restriction binding on or affecting any Obligor).

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Obligor of each Loan Document and Related Document executed or to be executed by it, each Obligor’s 's participation in the consummation of all aspects of the TransactionAcquisition, and the execution, delivery and performance by the Borrower or (if applicable) any Obligor of the agreements executed and delivered by it in connection with the Transaction transactions contemplated herein are in each case within such Person’s 's powers, have been duly authorized by all necessary action, and do not (a) contravene any or result in a default under (i) any Obligor’s 's Organic Documents, (ii) any contractual restriction binding on or affecting any Obligor, (iii) any court decree or order binding on or affecting any Obligor or (iiiiv) any law or governmental regulation binding on or affecting any Obligor; or (b) result in (i) in, or require the creation or imposition of, any Lien on any Obligor’s 's properties (except as permitted by this Agreement) or (ii) a default under any material contractual restriction binding on or affecting any Obligor).

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Obligor of each Loan Document executed or to be executed by it, each Obligor’s participation in the consummation of all aspects of the Transaction, and the execution, delivery and performance by the Borrower Company or (if applicable) any Obligor 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) Obligor’s Organic Documents, (ii) court decree or order binding on or affecting any Obligor or (iii) law or governmental regulation binding on or affecting any Obligor; or (b) result in (i) or require the creation or imposition of, any Lien on any Obligor’s properties (except as permitted by this Agreement) or (ii) a default under any material contractual restriction binding on or affecting any Obligor.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Obligor of each Loan Document executed or to be executed by it, each Obligor’s participation in the consummation of all aspects of the Transaction, and the execution, delivery and performance by the Borrower or (if applicable) any Obligor 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 or result in a default under any (i) Obligor’s Organic Documents, (ii) contractual restriction binding on or affecting any Obligor, (iii) court decree or order binding on or affecting any Obligor or (iiiiv) law or governmental regulation binding on or affecting any Obligor; or or (b) result in (i) in, or require the creation or imposition of, any Lien on any Obligor’s properties (except as permitted by this Agreement) or (ii) a default under any material contractual restriction binding on or affecting any Obligor).

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

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

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each of Holdings, Intermediate Holdings, each Borrower and each other Obligor of each Loan Document executed or to be executed by it, each Obligor’s participation in the consummation of all aspects of the Transaction, and the execution, delivery and performance by the Borrower or (if applicable) any Obligor of the agreements executed and delivered by it in connection with the Transaction are in each case within each such Person’s powers, have been duly authorized by all necessary action, and do not (a) contravene any (i) Obligor’s Organic Documents, (ii) contractual restriction binding on or affecting any Obligor which contravention could reasonably be expected to have a Material Adverse Effect, (iii) court decree or order binding on or affecting any Obligor or (iiiiv) law or governmental regulation binding on or affecting any ObligorObligor which contravention could reasonably be expected to have a Material Adverse Effect; or (b) result in (i) in, or require the creation or imposition of, any Lien on any Obligor’s properties (except as permitted by this Agreement) or (ii) a default under any material contractual restriction binding on or affecting any Obligor).

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Obligor of each Loan Document executed or to be executed by it, each Obligor’s participation in the consummation of all aspects of the Transaction, and the execution, delivery and performance by the Borrower Borrowers or (if applicable) any Obligor 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) Obligor’s Organic Documents, (ii) court decree or order binding on or affecting any Obligor or (iii) law or governmental regulation binding on or affecting any Obligor; or (b) result in (i) or require the creation or imposition of, any Lien on any Obligor’s properties (except as permitted by this Agreement) or (ii) a default under any material contractual restriction binding on or affecting any Obligor.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Obligor of each Loan Document executed or to be executed by it, each Obligor’s participation in the consummation of all aspects of the Transaction, and the execution, delivery and performance by the each Borrower or (if applicable) any Obligor 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) Obligor’s Organic Documents, (ii) court decree or order binding on or affecting any Obligor or (iii) law or governmental regulation (including any Terrorism Law) binding on or affecting any Obligor; or (b) result in (i) or require the creation or imposition of, any Lien on any Obligor’s properties (except as permitted by this Agreement) or (ii) a default under any material contractual restriction binding on or affecting any ObligorObligor (except for any default which could not reasonably be expected to have a Material Adverse Effect).

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

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Obligor of each Loan Document executed or to be executed by it, each Obligor’s participation in the consummation of all aspects of the Transaction, and the execution, delivery and performance by the Borrower or (if applicable) any Obligor 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) Obligor’s Organic Organizational Documents, (ii) court decree or order binding on or affecting any Obligor or (iii) law or governmental regulation binding on or affecting any ObligorApplicable Law; or (b) result in (i) or require the creation or imposition of, any Lien on any Obligor’s properties (except as permitted by this Agreement) or (ii) result in a breach of, or a default under under, any material contractual restriction binding on or affecting any Obligor.

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