Authorization; Non-Contravention. The execution, delivery and performance by Borrower and any guarantor, as applicable, of this Agreement and other Loan Documents to which it is a party are within its power, have been duly authorized as may be required and, if necessary, by making appropriate filings with any governmental agency or unit and are the legal, binding, valid and enforceable obligations of Borrower and any guarantors; and do not (i) contravene, or constitute (with or without the giving of notice or lapse of time or both) a violation of any provision of applicable law, a violation of the organizational documents of Borrower or any guarantor, or a default under any agreement, judgment, injunction, order, decree or other instrument binding upon or affecting Borrower or any guarantor, (ii) result in the creation or imposition of any lien (other than the lien(s) created by the Loan Documents) on any of Borrower’s or any guarantor’s assets, or (iii) give cause for the acceleration of any obligations of Borrower or any guarantor to any other creditor. Asset Ownership. Borrower has good and marketable title to all of the properties and assets reflected on the balance sheets and financial statements supplied Bank by Borrower, and all such properties and assets are free and clear of mortgages, security deeds, pledges, liens, charges, and all other encumbrances, except as otherwise disclosed to Bank by Borrower in writing and approved by Bank (“Permitted Liens”). To Borrower’s knowledge, no default has occurred under any Permitted Liens and no claims or interests adverse to Borrower’s present rights in its properties and assets have arisen. Discharge of Liens and
Authorization; Non-Contravention. The Company represents and warrants to the City and covenants and agrees that the execution, delivery and performance of this Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly, legally and validly authorized by all necessary action on the part of the Company and the certified copies of authorizations for the execution and delivery of this Amendment provided to the City in connection with this Amendment are true and correct. This Amendment and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly executed and delivered by the Company and constitute (or upon execution and delivery will constitute) the valid and binding obligations of the Company, and are enforceable (or upon execution and delivery will be enforceable) in accordance with their respective terms. The Company has obtained the requisite authority to authorize, execute and deliver this Amendment and to consummate the transactions contemplated hereby and no other proceedings or other actions are necessary on the part of the Company to authorize the execution and delivery of this Amendment and the consummation of the transactions contemplated hereby. For the avoidance of doubt, the Company represents and warrants to the City and covenants and agrees that all documents and items required pursuant to the Agreement, including without limitation those set forth in Section 2.2 of the Agreement, remain binding and in effect for the Term and any additional period set forth in the Agreement. Neither the execution and delivery of this Amendment by the Company nor the performance of its obligations contemplated hereby will:
(a) conflict with, result in a material breach of or constitute a material default under (or with notice or lapse of time or both result in a material breach of or constitute a material default under) (i) any governing document of the Company or to the Company’s knowledge, any agreement among the owners of the Company, or (ii) any statute, regulation, agreement, judgment, decree, court or administrative order or process or any commitment to which the Company is a party or by which it (or any of its properties or assets) is subject or bound;
(b) result in the creation of, or give any party the right to create, any material lien, charge, encumbrance, or security interest upon the property and assets of the Company, except permitted encumbrances under Secti...
Authorization; Non-Contravention. (i) Each Seller has full corporate power and authority to execute and deliver this Agreement and each Seller Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and each Seller Ancillary Agreement and the consummation by Sellers of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each Seller and no other corporate action on the part of any Seller is necessary to authorize the execution and delivery of this Agreement and the Seller Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of each Seller enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The Seller Ancillary Agreements, when executed and delivered at the Closing, will constitute valid and binding obligations of each Seller party thereto enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity.
(ii) LLC has full power and authority to execute and deliver this Agreement and each LLC Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by LLC of this Agreement and each LLC Ancillary Agreement and the consummation by LLC of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of LLC and no other action on the part of LLC is necessary to authorize the execution and delivery of this Agreement and the LLC Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of LLC enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by...
Authorization; Non-Contravention. The Borrower has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by the Borrower, the performance by the Borrower of its obligations hereunder and the consummation by the Borrower of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Borrower, and do not contravene or constitute a default under (x) any provision of applicable law or regulation, (y) the memorandum of association or the articles of association of the Borrower or (z) any material agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower.
Authorization; Non-Contravention. Each of the Companies has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of the Companies, the performance by each of the Companies of its obligations hereunder and the consummation by each of the Companies of the transactions contemplated hereby have been duly authorized by all requisite action on the part of each of the Companies, and do not contravene or constitute a default under (x) any provision of applicable law or regulation, (y) the memorandum of association, the articles of association, the articles of incorporation or by-laws of each of the Companies or (z) any material agreement, judgment, injunction, order, decree or other instrument binding upon each of the Companies.
Authorization; Non-Contravention. The Lender has all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by the Lender, the performance by the Lender of its obligations hereunder and the consummation by the Lender of the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Lender, and do not contravene or constitute a default under (x) any provision of applicable law or regulation, (y) the articles of incorporation or by-laws of the Lender or (z) any material agreement, judgment, injunction, order, decree or other instrument binding upon the Lender.
Authorization; Non-Contravention. The execution, delivery and performance by Borrower and any guarantor, as applicable, of this Agreement and other Loan Documents to which it is a party are within its power, have been duly authorized as may be required and, if necessary, by making appropriate filings with any governmental agency or unit and are the legal, binding, valid and enforceable obligations of Borrower and any guarantors; and do not (i) contravene, or constitute (with or without the giving of notice or lapse of time or both) a violation of any provision of applicable law, a violation of the organizational documents of Borrower or any guarantor, or a default under any agreement, judgment, injunction, order, decree or other instrument binding upon or affecting Borrower or any guarantor, (ii) result in the creation or imposition of any lien (other than the lien(s) created by the Loan Documents) on any of Borrower’s or any guarantor’s assets, or (iii) give cause for the acceleration of any obligations of Borrower or any guarantor to any other creditor.
Authorization; Non-Contravention. Company has duly authorized each of the following by all requisite actions thereof:
(a) the execution, delivery and performance of this Agreement, and (b) the issuance and delivery of the Warrants, and (c) the execution, delivery and performance of the Warrant Certificates, and (d) the issuance and delivery of the Warrant Shares upon any exercise of the Warrants and payment of the purchase price therefor. None of the actions or activities by Company the authorization of which is described in the first sentence of this Section (when performed by Company) will violate, breach or cause a default under (or will require any consent that has not been obtained under) any applicable law or regulation (including the laws, regulations and orders of and/or administered by the FCC or any State PUC), the Organic Documents of Company, any voting or other equity-related agreements, any other material agreements or instruments, any order, injunction or decree of any court or governmental authority, or any permit, authorization or license that (with respect to each of the foregoing items, as applicable) Company is a party to, Company is bound by or Company operates pursuant to. The resolutions of Company's Board of Directors authorizing the actions described in the first sentence of this Section are attached as Exhibit B and are in full force and effect as of the effective date hereof.
Authorization; Non-Contravention. The execution and delivery of this Agreement and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly, legally and validly authorized by all necessary action on the part of the Company and the Company shall furnish the City with a certified copy of authorizations for the execution and delivery of this Agreement as a condition to the occurrence of the Effective Date. This Agreement and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly executed and delivered by the Company and constitute (or upon execution and delivery will constitute) the binding obligations of the Company. The Company has obtained the requisite authority to authorize, execute and deliver this Agreement and to consummate the transactions contemplated hereby and no other proceedings or other actions are necessary on the part of the Company to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
Authorization; Non-Contravention. Borrower’s execution, delivery and performance under the Loan Documents and the creation of all Liens provided for in the Security Agreements:
(a) are within the corporate power and authority of Borrower;
(b) have been duly authorized by all necessary corporate action of Borrower;
(c) are not in contravention of (i) any agreement to which Borrower is a party or by which it or its property is bound, (ii) the Charter Documents of Borrower, or (iii) any provision of law applicable to Borrower or its properties, and in the case of each of clauses (i) and (iii), where its contravention could reasonably be expected to have a Material Adverse Effect;
(d) do not require the consent or approval of any Governmental Authority or any other Person except for (i) those previously delivered to Administrative Agent, (ii) those third party approvals or consents which, if not made or obtained, could not reasonably be expected to have a Material Adverse Effect or (iii) those that are both (A) identified on Schedule 3.4(d), and (B) routinely granted by the relevant Governmental Authority and expected to be obtained in the ordinary course (the consents and approvals described in the preceding clause (ii) being the “Post-Closing Governmental Consents”); and
(e) are legal, valid and binding obligations of Borrower, enforceable against it in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general equitable principles.
