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

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Borrower of this Agreement, the Notes, the TLCs and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Obligor of each Loan Document executed or to be executed by it and the Borrowers and, where applicable, each such other Obligor's participation in the consummation of the Transaction are within each such Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each the Borrower of this Agreement, the Notes, the TLCs Notes and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Obligor of each Loan Document executed or to be executed by it and the Borrowers Borrower's and, where applicable, each such other Obligor's participation in the consummation of the Transaction are within the Borrower's and each such Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each the Borrower of this Agreement, the Notes, the TLCs Agreement and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Obligor of each Loan Document executed or to be executed by it and the Borrowers and, where applicable, Borrower's and each such other Obligor's participation in the consummation of the Transaction are within the Borrower's and each such Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Borrower of this Agreement, the Notes, the TLCs Notes and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Obligor of each Loan Document executed or to be executed by it and the Borrowers and, where applicable, each such other Obligor's participation in the consummation of the Transaction are within each such Borrower's and each such Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each the Borrower of this Agreement, the Notes, the TLCs Notes and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Subsidiary of the Borrower that is an Obligor of each Loan Document executed or to be executed by it and the Borrowers and, where applicable, each such other Obligor's participation in the consummation of the Transaction are within the Borrower's and each such Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each the Borrower of this Agreement, the Notes, the TLCs Notes and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Material Obligor of each Loan Document executed or to be executed by it and the Borrowers and, where applicable, each such other Material Obligor's participation in the consummation of the Transaction and the Option Capitalization Transaction are within the Borrower's and each such other Material Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Borrower of this Agreement, the Notes, the TLCs Agreement and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Obligor of each Loan Document executed or to be executed by it and the Borrowers and, where applicable, each such other Obligor's participation in the consummation of the Transaction are within each such Borrower's and each such Obligor's corporate powers, have been duly authorized by all necessary corporate or limited liability company action, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each the Borrower of this Agreement, the Notes, the TLCs and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Material Obligor of each Loan Document executed or to be executed by it and the Borrowers and, where applicable, each such other Material Obligor's participation in the consummation of the Transaction Transactions are within the Borrower's and each such other Material Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each the Borrower of this Agreement, the Notes, the TLCs Notes and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Obligor of each Loan Document executed or to be executed by it and the Borrowers and, where applicable, each such other ObligorBorrower's participation in the consummation of the Transaction Acquisition are within the Borrower's and each such Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each the Borrower of this Agreement, the Notes, the TLCs Notes and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Obligor of each Loan Document executed or to be executed by it and the Borrowers and, where applicable, Borrower’s and each such other Obligor's ’s participation in the consummation of the Transaction other transactions contemplated hereby are within the Borrower’s and each such Obligor's corporate ’s Company powers, have been duly authorized by all necessary corporate Company action, have been duly executed and delivered, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each the Borrower of this Agreement, the Notes, the TLCs Notes and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each of the Parent and each other Obligor of each Loan Document executed or to be executed by it and the Borrowers andBorrower's, where applicable, the Parent's and each such other Obligor's participation in the consummation of the Transaction are within the Borrower's, the Parent's and each such Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not

Due Authorization, Non-Contravention, etc. The execution, ----------------------------------------- delivery and performance by each the Borrower of this Agreement, the Notes, the TLCs Notes and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Obligor of each Loan Document executed or to be executed by it and the Borrowers and, where applicable, each such other Obligor's participation in the consummation of the Transaction Acquisition are within the Borrower's and each such Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each the Borrower of this Agreement, the Notes, the TLCs Notes and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Obligor of each Loan Document executed or to be executed by it and the Borrowers Borrower's and, where applicable, each such other Obligor's participation in the consummation of the Keebler Transaction and the Sunshine Transaction are within the Borrower's and each such Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Borrower of this Agreement, the Notes, the Additional TLCs and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Obligor of each Loan Document executed or to be executed by it and the Borrowers and, where applicable, each such other Obligor's participation in the consummation of the Transaction are within each such Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each the Borrower of this Agreement, the Notes, the TLCs Notes and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Obligor of each Loan Document executed or to be executed by it and the Borrowers and, where applicable, Borrower's and each such other Obligor's participation in the consummation of the Transaction Transaction, are within the Borrower's and each such Obligor's corporate or other organizational powers, have been duly authorized by all necessary corporate or other organizational action, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each the Borrower of this Agreement, the Notes, the TLCs Agreement and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each of the Parent and each other Obligor of each Loan Document executed or to be executed by it and the Borrowers and, where applicable, Borrower's and each such other Obligor's participation in the consummation of the Transaction are within the Borrower's and each such Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each the Borrower and the Parent of this Agreement, the Notes, the TLCs Subscription Agreements and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Obligor of each Loan Document executed or to be executed by it and the Borrowers andit, where applicable, each such other Obligor's participation in the consummation of the Transaction are within the Borrower's, the Parent's and each such Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Borrower of this Agreement, the Notes, the TLCs and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Obligor of each Loan Document executed or to be executed by it and the Borrowers and, where applicable, each such other Obligor's participation in the consummation of the Transaction Acquisition are within each such Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each the Borrower of this Agreement, the Notes, the TLCs Notes and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Obligor of each Loan Document executed or to be executed by it it, and the Borrowers andBorrower’s, where applicable, and each such other Obligor's ’s participation in the consummation of the Transaction Transaction, are within each such Obligor's ’s corporate powers, have been duly authorized by all necessary corporate action, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each the Borrower of this Agreement, the Notes, the TLCs Notes and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Material Obligor of each Loan Document executed or to be executed by it and the Borrowers and, where applicable, each such other Material Obligor's participation in the consummation of the Transaction Transactions are within the Borrower's and each such other Material Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Borrower the Borrowers of this Agreement, the Notes, the TLCs Notes and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Obligor of each Loan Document executed or to be executed by it and the Borrowers Borrowers' and, where applicable, each such other Obligor's participation in the consummation of the Transaction are within the Borrowers' and each such Obligor's corporate powers, have been duly authorized by all necessary corporate or other organizational action, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each Borrower of this Agreement, the Notes, the Additional TLCs and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Obligor of each Loan Document executed or to be executed by it and the Borrowers and, where applicable, each such other Obligor's ’s participation in the consummation of the Transaction are within each such Obligor's ’s corporate powers, have been duly authorized by all necessary corporate action, and do not

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by each the Borrower of this Agreement, the Notes, the TLCs Notes and each other Loan Document executed or to be executed by it, and the execution, delivery and performance by each other Obligor of each Loan Document executed or to be executed by it and the Borrowers Borrower's and, where applicable, each such other Obligor's participation in the consummation of the Transaction Transactions are within the Borrower's and each such Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not