That. (i) Each Loan Party is an entity duly organized and validly existing under the laws of the jurisdiction of its organization. (ii) Each Loan Party has full power to execute, deliver and perform, and has duly executed and delivered, the Opinion Documents to which it is a party. (iii) The execution, delivery and performance by each Loan Party of the Opinion Documents to which it is a party have been duly authorized by all necessary action (corporate or otherwise) and do not: (1) contravene its certificate or articles of incorporation, by-laws or other organizational documents; (2) except with respect to Generally Applicable Law, violate any law, rule or regulation applicable to it; or (3) result in any conflict with or breach of any agreement or document binding on it of which any addressee hereof has knowledge, has received notice or has reason to know. (iv) Except with respect to Generally Applicable Law, no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or (to the extent the same is required under any agreement or document binding on it of which an addressee hereof has knowledge, has received notice or has reason to know) any other third party is required for the due execution, delivery or performance by any Loan Party of any Opinion Documents to which it is a party or, if any such authorization, approval, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect. We have not independently established the validity of the foregoing assumptions.
Appears in 3 contracts
Samples: 364 Day Credit Agreement (Stanley Black & Decker, Inc.), Five Year Credit Agreement (Stanley Black & Decker, Inc.), Credit Agreement (Stanley Black & Decker, Inc.)
That. (i1) Each Loan Party Borrower is an entity duly organized and validly existing under the laws of the jurisdiction of its organization.
(ii2) Each Loan Party Borrower has full power to execute, deliver and perform, and has duly executed and delivered, the Opinion Documents to which it is a party.
(iii3) The execution, delivery and performance by each Loan Party Borrower of the Opinion Documents to which it is a party have been duly authorized by all necessary action (corporate or otherwise) and do not:
(1a) contravene its certificate or articles of incorporation, by-laws or other organizational documents;
(2b) except with respect to Generally Applicable Law, violate any law, rule or regulation applicable to it; or
(3c) result in any conflict with or breach of any agreement or document binding on it of which any addressee hereof has knowledge, has received notice or has reason to know.
(iv4) Except with respect to Generally Applicable Law, no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or (to the extent the same is required under any agreement or document binding on it of which an addressee hereof has knowledge, has received notice or has reason to know) any other third party is required for the due execution, delivery or performance by any Loan Party each Borrower of any Opinion Documents to which it is a party Document or, if any such authorization, approval, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect. We have not independently established the validity of the foregoing assumptions.
Appears in 3 contracts
Samples: Five Year Credit Agreement (Toyota Motor Credit Corp), 364 Day Credit Agreement (Toyota Motor Credit Corp), 364 Day Credit Agreement (Toyota Motor Credit Corp)
That. (i1) Each Loan Party Borrower is an entity duly organized and validly existing under the laws of the jurisdiction of its organization.
(ii2) Each Loan Party Borrower has full power to execute, deliver and perform, and has duly executed and delivered, the Opinion Documents to which it is a party.
(iii3) The execution, delivery and performance by each Loan Party Borrower of the Opinion Documents to which it is a party have been duly authorized by all necessary action (corporate or otherwise) and do not:
(1a) contravene its certificate or articles of incorporation, by-laws or other organizational documents;
(2b) except with respect to Generally Applicable Law, violate any law, rule or regulation applicable to it; or
(3c) result in any conflict with or breach of any agreement or document binding on it of which any addressee hereof has knowledge, has received notice or has reason to know.
(iv4) Except with respect to Generally Applicable Law, no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or (to the extent the same is required under any agreement or document binding on it of which an addressee hereof has knowledge, has received notice or has reason to know) any other third party is required for the due execution, delivery or performance by any Loan Party Borrower of any Opinion Documents Document to which it is a party or, if any such authorization, approval, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect. We have not independently established the validity of the foregoing assumptions.
Appears in 1 contract
Samples: Credit Agreement (Marsh & McLennan Companies, Inc.)