Common use of Power and Authority; No Conflicts Clause in Contracts

Power and Authority; No Conflicts. The execution, delivery and performance by the Borrower and the Guarantors of each of the Facility Documents to which it is a party have been duly authorized by all necessary corporate action and do not and will not: (a) require any consent or approval of the stockholders of the Borrower or any of the Guarantors; (b) contravene the charter or by-laws of the Borrower or any of the Guarantors; (c) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve system as in effect from time to time), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower; (d) result in a breach of or constitute a default or require any consent under any indenture or loan agreement or any other agreement, lease or instrument to which the Borrower or any of the Guarantors is a party or by which properties of the Borrower or any of the Guarantors may be bound or affected; (e) result in or require the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any of the Guarantors except in favor of the Banks as herein provided; or (f) cause the Borrower or any of the Guarantors to be in default under any such rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.

Appears in 2 contracts

Samples: Credit Agreement (United Capital Corp /De/), Credit Agreement (United Capital Corp /De/)

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Power and Authority; No Conflicts. The execution, delivery and performance by the such Borrower and the Guarantors of each of the Facility Documents to which he or it is a party have been duly authorized by all necessary corporate action and do not and will not: (a) require any consent or approval of the stockholders of the Borrower or any of the Guarantors; (b) contravene the charter or by-laws of the Borrower or any of the Guarantors; (c) violate any provision of, or require any filingfiling (other than the filing of the financing statements contemplated by the Collateral Documents), registration, consent or approval under, any law, rule, regulation (including, without limitation, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve system as in effect from time to timeU), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the such Borrower; (db) result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the such Borrower or any of the Guarantors is a party or by which he or his properties of the Borrower or any of the Guarantors may be bound or affected; (ec) result in in, or require require, the creation or imposition of any Lien (other than as created under the Collateral Documents) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any of the Guarantors except in favor of the Banks as herein providedsuch Borrower; or (fd) cause the such Borrower or any of the Guarantors to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument; or (e) in the case of [***], contravene its certificate of incorporation or bylaws.

Appears in 2 contracts

Samples: Credit Agreement (Lauder Ronald S), Credit Agreement (Lauder Ronald S)

Power and Authority; No Conflicts. The execution, delivery and performance by the Borrower and the Guarantors of each of the Facility Documents to which it is a party have been duly authorized by all necessary corporate action and do not and will not: (a) require any consent or approval of the stockholders of the Borrower or any of the Guarantors; (b) contravene the charter or by-laws of the Borrower or any of the Guarantors; (c) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation (including, without limitation, the provisions of Regulation G, T, U or X of the Board of Governors of the Federal Reserve system as in effect from time to time), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower; (d) result in a breach of or constitute a default or require any consent under any indenture or loan agreement or any other agreement, lease or instrument to which the Borrower or any of the Guarantors is a party or by which properties of the Borrower or any of the Guarantors may be bound or affected; (e) result in or require the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any of the Guarantors except in favor of the Banks as herein provided; or (f) cause the Borrower or any of the Guarantors to be in default under any such rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.

Appears in 1 contract

Samples: Revolving Credit Agreement (United Capital Corp /De/)

Power and Authority; No Conflicts. The execution, delivery and performance by each of the Borrower and the Guarantors of each Obligors of the Facility Documents to which it is a party have been duly authorized by all necessary corporate corporate, partnership or limited liability company action and do not and will not: (a) require any consent or approval of the stockholders of the Borrower its stockholders, partners or any of the Guarantorsmembers; (b) contravene the its charter or by-laws of the Borrower or any of the Guarantorspartnership or operating agreement; (c) violate any provision of, or require any filingfiling (other than the filings required under the Security Documents), registration, consent or approval under, any law, rule, regulation (including, without limitation, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve system as in effect from time to timeU), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrowerany Consolidated Entity; (d) result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower or any of the Guarantors Consolidated Entity is a party or by which it or its properties of the Borrower or any of the Guarantors may be bound or affectedaffected if such breach, default or failure to obtain consent could reasonably be expected to have a Material Adverse Effect; (e) result in in, or require require, the creation or imposition of any Lien (other than as created under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any of the Guarantors except in favor of the Banks as herein providedConsolidated Entity; or (f) cause the Borrower or any of the Guarantors Consolidated Entity to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or or, if such default could reasonably be expected to have a Material Adverse Effect, any such indenture, agreement, lease or instrument.

Appears in 1 contract

Samples: Credit Agreement (Multicare Companies Inc)

Power and Authority; No Conflicts. The execution, delivery and performance by the each of Borrower and each of the Guarantors of each of the Facility Loan Documents to which it is a party have been duly authorized by all necessary corporate action and do not and will not: not (a) require any consent or approval of the its stockholders of the Borrower or any of the Guarantors; other equity holders that has not been obtained, (b) contravene the charter or its charter, by-laws of the Borrower or any of the Guarantors; other governing instruments, (c) violate any provision of, or require any filingfiling (other than filings contemplated hereby and/or by the other Loan Documents), registration, consent or approval under, any law, rule, regulation (including, without limitation, the provisions of Regulation G, T, U or X of the Board of Governors of the Federal Reserve system System as in effect from time to time), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower; Borrower or such Guarantor, (d) result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower or any of the Guarantors such Guarantor is a party or by which properties of the Borrower or any of the Guarantors its properties may be bound or affected; , (e) result in in, or require require, the creation or imposition of any Lien Lien, upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any of the Guarantors except in favor of the Banks as herein provided; such Guarantor, or (f) cause the Borrower or any of the Guarantors such Guarantor to be in default under any such rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.

Appears in 1 contract

Samples: Credit Agreement (Vicon Industries Inc /Ny/)

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Power and Authority; No Conflicts. The execution, delivery and performance by each of the Borrower and the Guarantors of each Obligors of the Facility Documents to which it is a party have been duly authorized by all necessary limited liability company, corporate and partnership action and do not and will not: (a) require any consent or approval of the stockholders of the Borrower or any of the Guarantorsits members which has not been obtained; (b) contravene the charter or by-laws of the Borrower or any of the Guarantorsits organizational documents; (c) violate any provision of, or require any filingfiling (other than the filings required pursuant to the terms of the Security Documents), registration, consent or approval under, any law, rule, regulation (including, without limitation, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve system as in effect from time to timeU), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the BorrowerParent or any of its Subsidiaries; (d) result in a breach of or constitute a default or require any consent under any indenture or loan agreement or credit agreement, or any other agreement, lease or instrument to which the Borrower Parent or any of the Guarantors its Subsidiaries is a party or by which properties of the Borrower or any of the Guarantors their respective Properties may be bound or affected; (e) result in in, or require require, the creation or imposition of any Lien (other than as created under the Security Documents), upon or with respect to any of the properties Properties now owned or hereafter acquired by the Borrower Parent or any of the Guarantors except in favor of the Banks as herein providedits Subsidiaries; or (f) cause the Borrower Parent or any of the Guarantors its Subsidiaries to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.

Appears in 1 contract

Samples: Credit Agreement (LCC International Inc)

Power and Authority; No Conflicts. The execution, delivery and performance by the Borrower and the Guarantors of each of the Obligers of the Amended Facility Documents to which it is a party have been duly authorized by all necessary corporate corporate, partnership and limited liability company action and do not and will not: (a) require any consent or approval of the stockholders of the Borrower or any of the Guarantorsits members which has not been obtained; (b) contravene the charter or by-laws of the Borrower or any of the Guarantorsits organizational documents; (c) violate any provision of, or require any filingfiling (other than the filings required pursuant to the terms of the Security Documents), registration, consent or approval under, any law, rule, regulation (including, without limitation, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve system as in effect from time to timeU), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the BorrowerParent or any of its Subsidiaries; (d) result in a breach of or constitute a default or require any consent under any indenture or loan agreement or credit agreement, or any other agreement, lease or instrument to which the Borrower Parent or any of the Guarantors its Subsidiaries is a party or by which properties of the Borrower or any of the Guarantors their respective Properties may be bound or affected; (e) result in in, or require require, the creation or imposition of any Lien (other than as created under the Security Documents), upon or with respect to any of the properties Properties now owned or hereafter acquired by the Borrower Parent or any of the Guarantors except in favor of the Banks as herein providedits Subsidiaries; or (f) cause the Borrower Parent or any of the Guarantors its Subsidiaries to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument.

Appears in 1 contract

Samples: First Amendment Agreement (LCC International Inc)

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