Corporate Authority; No Conflicts. The execution, delivery and performance by such Credit Party of this Amendment and all documents, instruments and agreements contemplated herein are within such Credit Party’s corporate or other organizational powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any court or agency of government and do not violate or constitute a default under any provision of any applicable law or other agreements binding upon such Credit Party or result in the creation or imposition of any Lien upon any of the assets of such Credit Party except for Liens permitted under Section 7.02 of the Credit Agreement.
Corporate Authority; No Conflicts. The execution, delivery and performance by each Borrower and each Guarantor (to the extent a party hereto or thereto) of this Amendment and all documents, instruments and agreements contemplated herein are within each such Borrower’s or such Guarantor’s corporate or other organizational powers, have been duly authorized by necessary action, require no action by or in respect of, or filing with, any court or agency of government and do not violate or constitute a default under any provision of any applicable law or other agreements binding upon any Borrower or any Guarantor or result in the creation or imposition of any Lien upon any of the assets of any Borrower or any Guarantor except for Permitted Liens and otherwise as permitted in the Agreement.
Corporate Authority; No Conflicts. The execution, delivery and performance by the Borrower of this Amendment and all documents, instruments and agreements contemplated herein are within the Borrower’s corporate powers, have been duly authorized by necessary corporate action by the Borrower, require no action by or in respect of, or filing with, any court or agency of government (except for the recording and filing of Collateral Documents and financing statements) and (a) do not violate in any material respect any Requirement of Law, (b) are not in contravention of the terms of any material Contractual Obligation, indenture, agreement or undertaking to which the Borrower is a party or by which it or its properties are bound where such violation could reasonably be expected to have a Material Adverse Effect, and (c) do not result in the creation or imposition of any Lien upon any of the assets of the Borrower except for Liens permitted by Section 8.2 of the Credit Agreement and otherwise as permitted in the Credit Agreement.
Corporate Authority; No Conflicts. The execution, delivery and performance by such Loan Party (to the extent a party hereto or thereto) of this Agreement, the other Loan Documents as amended hereby, and all documents, instruments and agreements contemplated herein (a) are within such Loan Party’s corporate (or equivalent) powers, (b) have been duly authorized by all necessary action, (c) require no action by or in respect of, or filing with, any Governmental Authority, (d) do not violate any applicable laws or regulations relating to such Loan Party, in any material respect, (e) do not violate or constitute a default under any indenture, agreement for borrowed money or similar instrument or any other material agreement binding upon such Loan Party or any of its Subsidiaries, or (f) do not result in the creation or imposition of any Lien upon any of the assets of such Loan Party except for Liens expressly permitted under the Loan Documents.
Corporate Authority; No Conflicts. (a) Purchaser has the right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement.
(b) Neither the execution, delivery or performance of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time or both):
(i) contravene, conflict with or result in a violation or breach of (A) any provision of the organizational documents of Purchaser, (B) any resolution adopted by the Board of Directors, or any committee thereof, or the owner of Purchaser, (C) any legal requirement or any governmental order to which Purchaser or any of the properties or assets owned or used by Purchaser may be subject, or (D) any authorization, license or permit of any governmental authority, including any private investigatory license or other similar license, which is held by Purchaser or that otherwise relates to the business of, or any of the assets owned or used by Purchaser;
(ii) result in a violation or breach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any entitlement to any payment or benefit or require the consent or approval of or any notice to or filing with any third party under any contract to which Purchaser is a party or to which it or its properties or assets may be bound, or require the consent or approval of or any notice to or filing with any governmental authority to which the Purchaser or its properties or assets may be subject; or
(iii) result in the imposition or creation of any encumbrance upon or with respect to any of the properties or assets owned or used by Purchaser.
Corporate Authority; No Conflicts. The execution, delivery and performance by such Obligor (to the extent a party hereto or thereto) of this Agreement, the Secured Note Documents as amended hereby, and all documents, instruments and agreements contemplated herein (a) are within such Obligor’s powers, (b) have been duly authorized by all necessary action, (c) require no action by or in respect of, or filing with, any Governmental Authority, (d) do not violate any applicable laws or regulations relating to such Obligor, in any material respect, (e) do not violate or constitute a default under any indenture, agreement for borrowed money or similar instrument or any other material agreement binding upon such Obligor or any of its Subsidiaries, or (f) do not result in the creation or imposition of any Lien upon any of the assets of such Obligor except for Liens in favor of the Lender under the Secured Note Documents.
Corporate Authority; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement, the Note (as amended hereby) (a) are within the Borrower’s powers, (b) have been duly authorized by all necessary action, (c) require no action by or in respect of, or filing with, any Governmental Authority, (d) do not violate any applicable laws or regulations relating to the Borrower, in any material respect or (e) do not violate or constitute a default under any indenture, agreement for borrowed money or similar instrument or any other material agreement binding upon the Borrower or any of its subsidiaries.
Corporate Authority; No Conflicts. The execution, delivery and performance of the Loan Documents and the transactions contemplated hereby are within the corporate power and authority of the Borrower and have been authorized by all necessary corporate proceedings, and do not and will not (a) contravene any provision of the charter documents or by-laws of the Borrower or any law, rule or regulation applicable to the Borrower, (b) contravene any provision of, or constitute an event of default or event that, but for the requirement that time elapse or notice be given, or both, would constitute an event of default under, any other agreement, instrument, order or undertaking binding on the Borrower, or (c) result in or require the imposition of any Encumbrance on any of the properties, assets or rights of the Borrower, except in favor of the Agent and the Lenders.
Corporate Authority; No Conflicts. The execution and delivery by the Company of this Agreement and the performance of the Company's obligations under this Agreement (i) are within its corporate powers, (ii) are duly authorized by its board of directors and, if necessary, its stockholders, (iii) are not in contravention of the terms of its articles or certificate of incorporation or by-laws or of any indenture, agreement or undertaking to which it is a party or by which it or any of its property is bound, (iv) does not, as of the Effective Date, require any consent, registration or approval of any governmental authority, (v) does not contravene any material contractual or governmental restriction binding upon it and (vi) will not result in the imposition of any lien, claim or encumbrance upon any of its property under any existing indenture, mortgage, deed of trust, loan or credit agreement or other material agreement or instrument to which it is a party or by which its property may be bound or affected.
Corporate Authority; No Conflicts. The execution, delivery and performance by such Borrower of this Amendment and all other documents, instruments and agreements contemplated in Section 2 to which it is a party (a) are within such Borrower’s corporate, constitutional, or other organizational powers, (b) have been duly authorized by all necessary corporate, constitutional or other organizational actions, (c) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (d) will not violate any Requirement of Law applicable to such Borrower or any Organizational Document of such Borrower, (e) will not violate or result in a default under any indenture, agreement or other instrument governing any Material Indebtedness binding upon such Borrower or the assets of such Borrower, or give rise to a right thereunder to require any payment to be made by such Borrower, and (f) will not result in the creation or imposition of any Lien on any asset of such Borrower, except Xxxxx created pursuant to the Loan Documents.
