No Contravention of Laws, Agreements or Organizational Documents Sample Clauses

No Contravention of Laws, Agreements or Organizational Documents. Neither the execution, delivery and performance by any Borrower of this Agreement or the other Credit Documents to which it is a party nor compliance with the terms and provisions thereof, nor the consummation of the transactions contemplated therein, (i) will contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (other than Liens in favor the Administrative Agent and the Lenders pursuant to the Security Documents) upon any of the property or assets of the Company or any of its Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement, credit agreement or any other material instrument to which the Company or any of its Subsidiaries is a party or by which it or any of its property or assets are bound or to which it may be subject or (iii) will violate any provision of the certificate of incorporation, by-laws or other organizational documents of the Company or any of its Subsidiaries.
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No Contravention of Laws, Agreements or Organizational Documents. Neither the execution, delivery and performance by the Borrower of the Credit Documents to which it is a party nor compliance with the terms and provisions thereof, nor the consummation of the transactions contemplated therein, (i) will contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Borrower or any of its Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement, credit agreement or any other material instrument to which the Borrower or any of its Subsidiaries is a party or by which it or any of its property or assets are bound or to which it may be subject or (iii) will violate any provision of the Certificate of Incorporation or By-Laws of the Borrower or any of its Subsidiaries.
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No Contravention of Laws, Agreements or Organizational Documents. Neither the execution, delivery and performance of this Agreement and the Ancillary Agreements to which the Seller is a party nor the consummation by the Seller of the transactions contemplated herein or therein, (i) will contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any nation or government, any state or other political subdivision thereof, whether foreign, state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (“Governmental Authority”), in each case in any manner that would be material to the Seller or its affiliates, or that would otherwise materially adversely affect the ability of the Seller to perform its obligations under this Agreement or the Ancillary Agreements to which the Seller is a party, (ii) will conflict with or violate or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default), or loss of a benefit under, any indenture, mortgage, deed of trust, loan agreement, credit agreement or any other material agreement to which the Seller or any affiliate of the Seller is a party or by which the Seller or any such affiliate or any of the Seller’s or such affiliate’s property or assets are bound or to which it may be subject, in each case in any manner that would be material to the Seller or such affiliates or that would otherwise materially adversely affect the ability of the Seller to perform its obligations under this Agreement or the Ancillary Agreements to which the Seller is a party, (iii) will result in the creation or imposition of (or the obligation to create or impose) any mortgage, pledge, deed of trust, security interest, encumbrance, UCC-1 financing statement (or amendment thereto), hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or other), right of first refusal, charge or other adverse claim of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof, and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing) (“Lien”) upon any of the property or assets of the Se...
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No Contravention of Laws, Agreements or Organizational Documents. Neither the execution, delivery and performance by the Purchaser of this Agreement and the Ancillary Agreements, nor the consummation by the Purchaser of the transactions contemplated herein or therein, (i) will contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any Governmental Authority in any material respect, (ii) will conflict with or violate or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default), or loss of a benefit under any indenture, mortgage, deed of trust, loan agreement, credit agreement or any other material agreement to which the Purchaser is a party or by which it or any of its property or assets are bound or to which it may be subject, in each case in any manner that would be material to the Purchaser, or that would otherwise materially adversely affect the ability of the Purchaser to perform its obligations under this Agreement or the Ancillary Agreements, (iii) will result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Purchaser in any manner that would be material to the Purchaser, or (iv) will violate any provision of the organizational documents of the Purchaser.
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No Contravention of Laws, Agreements or Organizational Documents. Neither the execution, delivery and performance by any Credit Party of the Transaction Documents to which it is a party nor compliance with the terms and provisions thereof, nor the consummation of the transactions contemplated therein (i) will contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any Governmental Authority, (ii) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Borrower or any of its Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement, credit agreement or any other material instrument to which the Borrower or any of its Subsidiaries is a party or by which it or any of its property or assets are bound or to which it may be subject or (iii) will violate any provision of the Certificate of Incorporation or By-Laws of the Borrower or any of its Subsidiaries; except in the case of clauses (i) and (ii) above (other than with respect to the Credit Documents), such contraventions, conflicts, inconsistencies, breaches, defaults or Liens which are not reasonably likely to have a Material Adverse Effect.
Sample 1
No Contravention of Laws, Agreements or Organizational Documents. Neither the execution, delivery and performance by any Credit Party of this Agreement or the other Credit Documents nor compliance with the terms and provisions thereof, nor the consummation of the transactions contemplated therein, (i) will contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Credit Party or any of its Subsidiaries pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement, credit agreement or any other material instrument to which such Credit Party or any of its Subsidiaries is a party or by which it or any of its property or assets are bound or to which it may be subject or (iii) will violate any provision of the certificate of incorporation, by-laws or other organizational documents of any Credit Party or any of its Subsidiaries.
Sample 1
No Contravention of Laws, Agreements or Organizational Documents. The execution, delivery and performance by each of the Borrowers of the Loan Documents to which such Person is a party are within such Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene the articles of incorporation, code of regulations or other organizational documents of such Borrower, (ii) contravene any contractual restriction binding on such Borrower (iii) violate any law, rule or regulation (including, without limitation, the Securities Act of 1933 and the Exchange Act and the regulations thereunder, and Regulations U and X issued by the Board of Governors of the Federal Reserve System, each as amended from time to time), or order, writ, judgment, injunction, decree, determination or award. Neither the Borrowers nor any of their Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any contractual restriction binding upon it, except for such violation or breach which would not have a Material Adverse Effect.
Sample 1
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No Contravention of Laws, Agreements or Organizational Documents. Neither the execution, delivery and performance by any Borrower of this Agreement or the other Credit Documents to which it is a party nor compliance with the terms and provisions thereof, nor the consummation of the transactions contemplated therein, (i) will contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any material Lien (except Liens created pursuant to the Security Documents or pursuant to Sections 4.02(a), (b), (c), (d), (e) or (h) or Section 12.02) upon any of the property or assets of the Parent Borrower or any of its Subsidiaries pursuant to the terms of, any material indenture, mortgage, deed of trust, loan agreement, credit agreement or any other material instrument to which the Parent Borrower or any of its Subsidiaries is a party or by which it or any of its property or assets are bound or to which it may be subject or (iii) will violate any provision of the certificate of incorporation, by-laws or other organizational documents of the Parent Borrower or any of its Subsidiaries, except to the extent that, in the case of each of the immediately preceding clauses (i), (ii) and (iii), such contravention, conflict, inconsistency, breach, default, material Lien or violation would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
Sample 1
No Contravention of Laws, Agreements or Organizational Documents. Neither the execution, delivery and performance by any Borrower of this Agreement or the other Credit Documents to which it is a party nor compliance with the terms and provisions thereof, nor the consummation of the transactions contemplated therein, (i) will contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, (ii) will conflict or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any material Lien (except Liens created pursuant to the Security Documents or pursuant to Section 4.02(h)) upon any of the property or assets of the Parent Borrower or any of its Subsidiaries pursuant to the terms of, any material indenture, mortgage, deed of trust, loan agreement, credit agreement or any other material instrument to which the Parent Borrower or any of its Subsidiaries is a party or by which it or any of its property or assets are bound or to which it may be subject or (iii) will violate any provision of the certificate of incorporation, by-laws or other organizational documents of the Parent Borrower or any of its Subsidiaries, except to the extent that, in the case of each of the immediately preceding clauses (i), (ii) and (iii), such contravention, conflict, inconsistency, breach, default, material Lien or violation would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
Sample 1

Related to No Contravention of Laws, Agreements or Organizational Documents

  • Compliance with Organizational Documents The Seller shall comply with its limited liability company agreement and other organizational documents.

  • Organization and Governmental Authorization; No Contravention The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect.

  • Amendments or Waivers of Organizational Documents No Credit Party shall, nor shall it permit any of its Subsidiaries to, agree to any amendment, restatement, supplement or other modification to, or waiver of, any of its Organizational Documents after the Third Restatement Date that is materially adverse to such Credit Party or such Subsidiary, as applicable, and to the Lenders.

  • FORMATION AND ORGANIZATIONAL DOCUMENTS Borrower has previously delivered to Administrative Agent all of the relevant formation and organizational documents of Borrower, of the partners or joint venturers of Borrower (if any), and of all guarantors of the Loan (if any), and all such formation documents remain in full force and effect and have not been amended or modified since they were delivered to Administrative Agent. Borrower hereby certifies that: (i) the above documents are all of the relevant formation and organizational documents of Borrower; (ii) they remain in full force and effect; and (iii) they have not been amended or modified since they were previously delivered to Administrative Agent.

  • Amendments to Organizational Documents The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, enter into or permit any modification or amendment of, or waive any material right or obligation of any Person under its Organizational Documents if the effect thereof would be materially adverse to the Administrative Agent or any Lender or violate Section 7.10.

  • Corporate and Governmental Authorization; No Contravention The Borrower’s incurrence of Debt hereunder, and the execution, delivery and performance by the Borrower of this Agreement and the Notes, are within the corporate powers of the Borrower, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority (except such as has been obtained), do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries, or result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

  • Constitutional Documents (a) A copy of the constitutional documents of each Obligor (other than UPC Financing) and the partnership agreement of UPC Financing or, if the Facility Agent already has a copy, a certificate of an authorised signatory of the relevant Obligor confirming that the copy in the Facility Agent’s possession is still correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

  • Authorization and No Contravention The execution, delivery and performance by the Servicer of the Transaction Documents to which it is a party have been duly authorized by all necessary action on the part of the Servicer and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any material indenture or material agreement to which the Servicer is a party or by which its properties are bound, in each case, other than violations of such laws, rules, regulations, organizational documents, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Servicer’s ability to perform its obligations under, the Transaction Documents.

  • Amendments of Organizational Documents Amend any of its Organizational Documents in any manner that may be adverse to the Administrative Agent or the Lenders or otherwise result in a Material Adverse Effect.

  • Modification of Organizational Documents Not permit the charter, by-laws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders.

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