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, the 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 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 (a) contravene the Borrower's or any such Obligor's Organic Documents; (b) contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Borrower or any such Obligor, where such contravention, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or (c) result in, or require the creation or imposition of, any Lien on any of the Borrower's or any other Obligor's properties, except pursuant to the terms of a Loan Document.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the each Borrower of this Agreement, the Notes 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 Borrower's 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 (a) contravene the Borrower's or any such Obligor's Organic Documents; (b) contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Borrower or any such Obligor, where such contravention, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or (c) result in, or require the creation or imposition of, any Lien on any of the Borrower's or any other Obligor's properties, except pursuant to the terms of a Loan Document.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Borrower of this Agreement, the 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 Borrower's and, where applicable, each such other Obligor's participation in the consummation of the Transaction 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 not (ai) contravene the Borrower's or any such Obligor's Organic Charter Documents; , (bii) contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Borrower or any such Obligor, where such contravention, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or , or (ciii) result in, or require the creation or imposition of, any Lien on any of the Borrower's or any other Obligor's properties, except pursuant to the terms of a Loan Document.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Borrower of this Agreement, the Notes 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 Borrower's and, where applicable, 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 (a) contravene the Borrower's or any such Obligor's Organic Documents; (b) contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Borrower or any such Obligor, where such contravention, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or (c) result in, or require the creation or imposition of, any Lien (other than the Liens created under the Loan Documents in favor of the Administrative Agent for the benefit of the Lenders) on any of the Borrower's or any other Obligor's properties, except pursuant to the terms of a Loan Document.

Due Authorization, Non-Contravention, etc. The execution, ----------------------------------------- delivery and performance by the Borrower each Obligor of this Agreement, the 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 Borrower's and, where applicable, each such other Obligor's participation in the consummation of the Transaction Transaction, are within the Borrower's and each such Obligor's corporate corporate, limited liability company, partnership or other similar powers, have been duly authorized by all necessary corporate corporate, limited liability company, partnership or other similar action, and do not not (a) contravene the Borrower's or any such Obligor's Organic Charter Documents; , (b) contravene any contractual restrictionrestriction (other than any such contractual restriction that shall have been waived on or prior to the Closing Date), law or governmental regulation or court decree or order binding on or affecting the Borrower or any such Obligor, where such contravention, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or , or (c) result in, or require the creation or imposition of, any Lien on any of the Borrower's or any other such Obligor's properties, except pursuant to the terms of a Loan Document.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the each Borrower of this Agreement, the Notes 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 Borrower's 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 (a) contravene the Borrower's or any such Obligor's Organic Documents; (b) contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Borrower or any such Obligor, where such contravention, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or (c) result in, or require the creation or imposition of, any Lien on any of the Borrower's or any other Obligor's properties, except pursuant to the terms of a Loan Document.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the each Borrower of this Agreement, the 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 Borrower's and, where applicable, each such other Obligor's participation in the consummation of the Transaction are within the each such Borrower's and each such Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not (a) contravene the such Borrower's or any such Obligor's Organic Documents; (b) contravene any material contractual restriction, law or governmental regulation or court decree or order binding on or affecting the such Borrower or any such Obligor, where such contravention, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or (c) result in, or require the creation or imposition of, any Lien (other than Liens permitted under the Loan Documents) on any of the such Borrower's or any other Obligor's properties, except pursuant to the terms of a Loan Document.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Borrower of this Agreement, the 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 Borrower's and, where applicable, 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 (a) contravene the Borrower's or any such Obligor's Organic Documents; (b) contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Borrower or any such Obligor, where such contravention, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or (c) result in, or require the creation or imposition of, any Lien on any of the Borrower's or any other Obligor's properties, except pursuant to the terms of a Loan Documentother than Liens permitted under Section 7.2.3(a).

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the New Borrower of this Amendment Agreement, the Amended and Restated Credit Agreement, the 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 New Borrower's and, where applicable, and each such other Obligor's participation in the consummation of the Transaction are within the New Borrower's and each such Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not (a) contravene the New Borrower's or any such other Obligor's Organic Documents; (b) contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the New Borrower or any such other Obligor, where such contravention, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or (c) result in, or require the creation or imposition of, any Lien (other than the Liens created under the Loan Documents in favor of the Administrative Agent for the benefit of the Secured Parties) on any of the New Borrower's or any such other Obligor's properties, except pursuant to the terms of a Loan Document.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Borrower of this Agreement, the Notes 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 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 corporate, partnership, or limited liability company, as the case may be, powers, have been duly authorized by all necessary corporate corporate, partnership or limited liability company, as the case may be, action, and do not (a) contravene the Borrower's or any such Obligor's Organic Organizational Documents; (b) contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Borrower or any such Obligor, where such contravention, individually or in the aggregate, Obligor that could reasonably be expected to have a Material Adverse Effect; or (c) result in, or require the creation or imposition of, any Lien (other than the Liens created under the Loan Documents in favor of the Administrative Agent for the benefit of the Lenders) on any of the Borrower's or any other Obligor's properties, except pursuant to the terms of a Loan Document.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Borrower Company of this Agreement, the Notes 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 BorrowerCompany's and, where applicable, each such other Obligor's participation in the consummation of the Transaction Transaction, are within the BorrowerCompany's and each such Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not (a) contravene the BorrowerCompany's or any such Obligor's Organic Documents; (b) contravene any contractual restrictionrestriction (other than any contractual restriction that shall have been waived on or prior to the Closing Date), law or governmental regulation or court decree or order binding on or affecting the Borrower Company or any such Obligor, where such contravention, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or (c) result in, or require the creation or imposition of, any Lien on any of the BorrowerCompany's or any other Obligor's properties, except pursuant to the terms of a Loan Document.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Borrower of this Agreement, the 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 Borrower's and, where applicable, 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 (a) contravene the Borrower's or any such Obligor's Organic Documents; (b) contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Borrower or any such Obligor, where except to the extent any such contravention, individually or in the aggregate, contravention could not reasonably be expected to have a Material Adverse Effect; or (c) result in, or require the creation or imposition of, any Lien on any of the Borrower's or any other Obligor's properties, except pursuant to in accordance with or as permitted by the terms of a Loan DocumentDocuments.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Borrower Company of this Agreement, the Notes 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 Borrower's andit, where applicable, each such other Obligor's participation in the consummation of the Transaction are within the BorrowerCompany's and each such Obligor's corporate powers, have been duly authorized by all necessary corporate action, and do not not (ai) contravene the BorrowerCompany's or any such Obligor's Organic Charter Documents; , (bii) other than as set forth in Item 6.2 ("Contractual Restrictions") of the Disclosure Schedule, contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Borrower Company or any such Obligor, where such contravention, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or , or (ciii) result in, or require the creation or imposition of, any Lien on any of the BorrowerCompany's or any other Obligor's properties, except pursuant to the terms of a Loan Document.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the each Borrower of this Agreement, the Notes Agreement and each Borrower and Parent of each other Loan Document executed or to be executed by it, each Borrower's and Parent's participation in the consummation of all aspects of the Transaction and the execution, delivery and performance by each other Obligor any Borrower or Parent of each Loan Document the agreements executed or to be executed by it and the Borrower's and, where applicable, each such other Obligor's participation delivered in the consummation of connection with the Transaction are in each case within the Borrower's and each such ObligorPerson's corporate powers, have been duly authorized by all necessary corporate (or other equivalent) action, and do not (a) contravene the Borrower's or any such (i) Obligor's Organic Documents; , (bii) contravene material contract or indenture binding on or affecting any contractual restrictionObligor, law or governmental regulation or (iii) court decree or order binding on or affecting the Borrower any Obligor or (iv) law or governmental regulation binding on or affecting any such Obligor, where such contravention, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or (cb) result in, or require the creation or imposition of, any Lien on any Obligor's properties (except as contemplated by the Transaction or any of the Borrower's Loan Documents or any other Obligor's properties, except pursuant to the terms of a Loan Documentas otherwise permitted by this Agreement).

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the each Borrower of this Agreement, the Notes 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 Borrower's Borrowers and, where applicable, each such other Obligor's ’s participation in the consummation of the Transaction are within the Borrower's and each such Obligor's ’s corporate powers, have been duly authorized by all necessary corporate action, and do not (a) contravene the Borrower's or any such Obligor's ’s Organic Documents; (b) contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Borrower or any such Obligor, where such contravention, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or (c) result in, or require the creation or imposition of, any Lien on any of the Borrower's or any other Obligor's ’s properties, except pursuant to the terms of a Loan Document.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the each Borrower of this Agreement, the Notes 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 Borrower's 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 (a) contravene the Borrower's or any such Obligor's Organic Documents; (b) contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Borrower or any such Obligor, where such contravention, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or (c) result in, or require the creation or imposition of, any Lien on any of the Borrower's or any other Obligor's properties, except pursuant to the terms of a Loan Document.

Due Authorization, Non-Contravention, etc. The execution, delivery and performance by the Borrower of this Agreement, the 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 Borrower's 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 (a) contravene the Borrower's or any such Obligor's Organic Documents; (b) contravene in any material respect any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Borrower or any such Obligor, where such contravention, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or (c) result in, or require the creation or imposition of, any Lien on any of the Borrower's or any other such Obligor's properties, except pursuant to the terms of a Loan Document.