Common use of Authority and No Violation Clause in Contracts

Authority and No Violation. The execution, delivery and performance of this Credit Agreement, the Amendment No. 2 and the other Fundamental Documents to which it is a party, by each Credit Party, the grant to the Administrative Agent for the benefit of the Administrative Agent and the Secured Parties of the security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, as contemplated herein and by Amendment No. 2 and the other Fundamental Documents and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the Guarantee of the Obligations as contemplated in Article 9 hereof and as reaffirmed by Amendment No. 2, (i) have been duly authorized by all necessary corporate or company (as applicable) action on the part of each such Credit Party, (ii) will not constitute a violation of any provision of Applicable Law or any order of any Governmental Authority applicable to such Credit Party, or any of its properties or assets, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, limited liability company agreement or any other organizational document of any Credit Party, (iv) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are bound, (v) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Distribution Agreement, indenture, agreement, bond, note or other instrument, and (vi) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever, other than any Permitted Lien, upon any of the properties or assets of any of the Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents, except, in the case of clauses (ii), (iv) and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

Authority and No Violation. (a) The execution, delivery and performance by each Credit Party of this Credit Agreement, the Amendment No. 2 and the other Fundamental Documents to which it is a party, the grant by each Credit Party, the grant Party to the Administrative Agent for the benefit of the Administrative Agent and the Secured Parties of the security interest in the Collateral and the reaffirmation grant by each Pledgor to the Administrative Agent for the benefit of such the Secured Parties of the security interest pursuant to in the Amendment No. 2Pledged Collateral, in each case, as contemplated herein and by Amendment No. 2 and the other Fundamental Documents and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the Guarantee guaranty of the Obligations as contemplated in Article 9 hereof and as reaffirmed by Amendment No. 29, (i) have been duly authorized by all necessary corporate company action (or company (as applicablesimilar action) action on the part of each such Credit Party, (ii) will not constitute a violation of any provision of Applicable Law or any order of any Governmental Authority applicable to such Credit Party, Party or any of its properties or assets, (iii) will not violate any provision of the Certificate certificate of Incorporationformation or organization, By-Lawsby‑laws, limited liability company operating agreement, partnership agreement or any other organizational document of any such Credit Party, (iv) will not violate any provision of any Distribution Agreementof, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are bound, (v) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Distribution Agreement, or any indenture, agreement, bond, note or other instrumentsimilar instrument to which a Credit Party or by which a Credit Party or any of its properties or assets are bound, other than where any such violation, conflict, breach, default or termination described in clauses (ii) and (iv) above could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (viv) will not result in the creation or imposition of any Lien, charge or encumbrance Lien of any nature whatsoever, other than any Permitted Lien, whatsoever upon any of the properties or assets of any of the such Credit Parties Party other than pursuant to this Credit Agreement or the other Fundamental Documents, except, in the case of clauses (ii), (iv) and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

Authority and No Violation. (a) The consummation of the Acquisition, the execution, delivery and performance of this Credit Agreement, the Amendment No. 2 Agreement and the other Fundamental Documents to which it is a party, by each Credit Party, the grant to the Administrative Agent for the benefit of the Administrative Agent Agent, the Canadian Agent, the Issuing Bank and the Secured Parties Lenders of the security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, Pledged Securities as contemplated herein and by Amendment No. 2 and the other Fundamental Documents and, in the case of the BorrowerBorrowers, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the Guarantee guaranty of the Obligations as contemplated in Article 9 hereof and as reaffirmed by Amendment No. 2hereof, (i) have been duly authorized by all necessary corporate or company (as applicable) action on the part of each such Credit Party, (ii) will not constitute a violation of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to such Credit Party, or any of its properties or assetsassets in any material respect, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, limited liability company agreement or any other organizational document of any Credit Party, (iv) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are boundbound in any material respect, (v) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a material default under, or create any right to terminate, any such Distribution Agreement, indenture, agreement, bond, note or other instrument, and (vi) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever, other than any Permitted Lien, whatsoever upon any of the properties or assets of any of the Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents, except, in the case of clauses (ii), (iv) and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

Authority and No Violation. The execution, delivery and performance of this Credit Agreement, the Amendment No. 2 Agreement and the other Fundamental Related Documents to which it is a party, by each Credit Party, the grant to the Administrative Agent for the benefit of the Administrative Agent Guarantor and the Secured Parties of the security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, as contemplated herein and by Amendment No. 2 and the other Fundamental Documents and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the Guarantee guaranty of the Obligations as contemplated in Article 9 hereof by this Agreement and as reaffirmed the other Related Documents to which it is a party, by Amendment No. 2, each Guarantor (ia) have been duly authorized by all necessary corporate or company (as applicable) other similar action on the part of each such Credit PartyGuarantor and by all necessary stockholder or other similar action, (iib) will not constitute a violation of any provision of Applicable Law applicable law or a violation of any order of any Governmental Authority governmental authority applicable to such Credit Party, Guarantor or any of its respective properties or assets, in each case, that could reasonably be expected to result in a Material Adverse Effect, (iiic) will not violate any provision of the Certificate certificate of Incorporation, Byincorporation or by-Laws, limited liability company agreement laws (or any such other organizational document and governing documents as may be applicable) of any Credit PartyGuarantor, (iv) will not violate or any provision of any Distribution Agreement, indenture, agreement, bond, note note, mortgage, deed of trust, or any other similar instrument or agreement to which such Credit Party Guarantor is a party or subject, or by which such Credit Party Guarantor or any of its respective properties or assets are bound, (vd) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Distribution Agreement, indenture, agreement, bond, note note, mortgage, deed of trust, or other instrumentinstrument or agreement, or give rise to any right under any of the foregoing to require any payment to be made by any Guarantor, and (vie) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever, other than any Permitted Lien, Lien upon any of the properties or assets of any of the Credit Parties Guarantors or any subsidiary of a Guarantor, other than pursuant to this Credit Agreement or the other Fundamental Security Documents, except, in the case of clauses (ii), (iv) and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

Authority and No Violation. (a) The execution, delivery and performance of this Credit Agreement, the Amendment No. 2 Agreement and the other Fundamental Documents to which it is a party, party by each Credit Party, the grant to the Administrative Agent for the benefit of the Administrative Agent Agent, the Issuing Bank and the Secured Parties Lenders of the security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, Pledged Securities as contemplated herein and by Amendment No. 2 and the other Fundamental Documents by each Credit Party and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the Guarantee guaranty of the Obligations as contemplated in Article 9 hereof and as reaffirmed by Amendment No. 2hereof, (i) have been duly authorized by all necessary corporate action (or company (as applicablesimilar action) action on the part of each such Credit Party, (ii) will not constitute a violation of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to such Credit Party, or any of its properties or assetsassets in any material respect, (iii) will not violate any provision of the Certificate of Incorporation, By-–Laws, limited liability company operating agreement, partnership agreement or any other organizational document of any such Credit Party, (iv) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are bound, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (v) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Distribution Agreement, indenture, agreement, bond, note or other similar instrument, other than where any such violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (vi) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever, other than any Permitted Lien, whatsoever upon any of the properties or assets of any of the such Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents, except, in the case of clauses (ii), (iv) and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

Authority and No Violation. (a) The execution, delivery and performance of this Credit Agreement, the Amendment No. 2 Agreement and the other Fundamental Documents to which it is a party, by each Credit Party, the grant to the Administrative Agent for the benefit of the Administrative Agent Agent, the Canadian Agent, the Issuing Bank and the Secured Parties Lenders of the security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, Pledged Securities as contemplated herein and by Amendment No. 2 and the other Fundamental Documents and, in the case of the BorrowerBorrowers, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the Guarantee guaranty of the Obligations as contemplated in Article 9 hereof and as reaffirmed by Amendment No. 2hereof, (i) have been duly authorized by all necessary corporate or company (as applicable) action on the part of each such Credit Party, (ii) will not constitute a violation of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to such Credit Party, or any of its properties or assetsassets in any material respect, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, limited liability company agreement or any other organizational document of any Credit Party, (iv) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are boundbound in any material respect, (v) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a material default under, or create any right to terminate, any such Distribution Agreement, indenture, agreement, bond, note or other instrument, and (vi) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever, other than any Permitted Lien, whatsoever upon any of the properties or assets of any of the Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents, except, in the case of clauses (ii), (iv) and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

Authority and No Violation. (a) The execution, delivery and performance of this Credit Agreement, the Amendment No. 2 Agreement and the other Fundamental Documents to which it is a party, by each Credit Party, the grant to the Administrative Agent for the benefit of the Administrative Agent and the Secured Parties of the security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, Pledged Securities as contemplated herein and by Amendment No. 2 and the other Fundamental Documents and, in the case of the BorrowerBorrowers, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the Guarantee guaranty of the Obligations as contemplated in Article 9 hereof and as reaffirmed by Amendment No. 2hereof, (i) have been duly authorized by all necessary corporate or company (as applicable) action on the part of each such Credit Party, (ii) will not constitute a violation of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to such Credit Party, or any of its properties or assetsassets in any material respect, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, limited liability company agreement or any other organizational document of any Credit Party, (iv) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are boundbound in any material respect, (v) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a material default under, or create any right to terminate, any such Distribution Agreement, indenture, agreement, bond, note or other instrument, and (vi) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever, other than any Permitted Lien, whatsoever upon any of the properties or assets of any of the Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents, except, in the case of clauses (ii), (iv) and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

Authority and No Violation. The execution, delivery and performance of this Credit Agreement, the Amendment No. 2 and the other Fundamental Documents to which it is a party, the Note Agreement (solely with respect to the Borrower), the A-Advanced Guaranty (solely with respect to the Borrower) and the Subordinated Security Agreement by each Credit Party, the grant to the Administrative Collateral Agent for the benefit of the Administrative Agent and the Secured Parties of the security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, Real Property Assets as contemplated herein and by Amendment No. 2 and this Credit Agreement, the other Fundamental Documents Documents, the Note Agreement, the A-Advanced Guaranty and the Subordinated Security Agreement, in each case to which it is or will be a party, by each Credit Party, and the pledge to the Collateral Agent for the benefit of the Secured Parties of the Pledged Collateral as contemplated by Article 10 hereof, by each Pledgor and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of any notes evidencing any of the Notes Loans hereunder and, in the case of each Guarantor, the Guarantee guaranty of the Obligations as contemplated in Article 9 hereof and as reaffirmed by Amendment No. 2hereof, (i) have been duly authorized by all necessary company, partnership, member or corporate or company (as applicable) action on the part of each such Credit Party, (ii) will not constitute a violation of any provision of Applicable Law or any order of any Governmental Authority applicable to such Credit Party, Party or any of its respective properties or assets, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, partnership agreement, limited liability company agreement agreement, articles of organization or any other organizational document of any Credit Party or any Subsidiary of a Credit Party, (iv) will not violate or any provision of any Distribution Agreementany, material indenture, agreement, bond, note note, mortgage, deed of trust, or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its respective properties or assets are boundbound or to which such Credit Party is subject, (viv) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Distribution Agreement, indenture, agreement, bond, note note, mortgage, deed of trust, or other instrument, instrument to which a Credit Party is party or by which a Credit Party is bound (other than with respect to the agreement set forth in Section 6.4(i) hereof) and (viv) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever, other than any Permitted Lien, whatsoever upon any of the properties or assets of any of the Credit Parties or any Subsidiary of a Credit Party other than pursuant to this Credit Agreement or Agreement, the other Fundamental Documents, exceptthe Note Agreement, in the case of clauses (ii), (iv) A-Advanced Guaranty and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse EffectSubordinated Security Agreement.

Authority and No Violation. (a) The execution, delivery and performance of this Credit Agreement, the Amendment No. 2 Agreement and the other Fundamental Documents to which it is a party, by each Credit Party, the grant to the Administrative Agent for the benefit of the Administrative Agent and the Secured Parties of the security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, as contemplated herein and by Amendment No. 2 and the other Fundamental Documents and, in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the Guarantee of the Obligations as contemplated in Article 9 hereof and as reaffirmed by Amendment No. 2, (i) have been duly authorized by all necessary corporate or company (as applicable) action on the part of each such Credit Party, (ii) will not constitute a violation of any provision of Applicable Law or any order of any Governmental Authority applicable to such Credit Party, Party or any of its respective properties or assetsassets except as would not reasonably be expected to result in a Material Adverse Effect, (iii) will not violate any provision of the Certificate of Incorporation, Incorporation or By-Laws, limited liability company agreement Laws or any other organizational document of any Credit Party or any Subsidiary of a Credit Party, (iv) will not violate or, in any material respect, any provision of any Distribution AgreementRegulatory License, indenture, agreement, bond, note or other similar instrument Material Agreement or any Lien to which such Credit Party is a party or by which such Credit Party or any of its respective material properties or assets are bound, (viv) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Distribution AgreementRegulatory License, indenture, agreement, bond, note or other instrument, Material Agreement except as would not reasonably be expected to result in a Material Adverse Effect and (viv) will not result in the creation or imposition of (or the obligation to create or impose) any Lien, charge or encumbrance of any nature whatsoever, other than any Permitted Lien, whatsoever upon any of the properties or assets of any of the Credit Parties or any Subsidiary of a Credit Party other than pursuant to this Credit Agreement or the other Fundamental Documents, except, in the case of clauses (ii), (iv) and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.the

Authority and No Violation. (i) The execution, delivery and performance of this Credit Agreement, the Amendment No. 2 Agreement and the other Fundamental Documents to which it is a party, by each Credit Partythe Parent, the grant to the Administrative Agent for the benefit of the Administrative Agent Agent, the Issuing Bank and the Secured Parties Lenders of the security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, Pledged Securities as contemplated herein and by Amendment No. 2 and the other Fundamental Documents and, in the case of the BorrowerParent, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the Guarantee guaranty of the Obligations as contemplated in this Article 9 hereof and as reaffirmed by Amendment No. 210, (iu) have been duly authorized by all necessary corporate action (or company (as applicablesimilar action) action on the part of each such Credit Partythe Parent, (iiv) will not constitute a violation of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to such Credit Partythe Parent, or any of its properties or assetsassets in any material respect, (iiiw) will not violate any provision of the Certificate of Incorporation, By-–Laws, limited liability company operating agreement or any other organizational document of any Credit Partythe Parent, (ivx) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party the Parent or by which such Credit Party the Parent or any of its properties or assets are bound, other than where any such violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (vy) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Distribution Agreement, indenture, agreement, bond, note or other similar instrument, other than where any such violation could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (viz) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever, other than any Permitted Lien, whatsoever upon any of the properties or assets of any of the Credit Parties Parent other than pursuant to this Credit Agreement or the other Fundamental Documents, except, in the case of clauses (ii), (iv) and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

Authority and No Violation. (a) The execution, delivery and performance of this Credit Agreement, the Amendment No. 2 Agreement and the other Fundamental Documents to which it is a party, by each Credit Party, the grant to the Administrative Agent for the benefit of the Administrative Agent Agent, the Issuing Bank and the Secured Parties Lenders of the security interest in the Collateral and the reaffirmation of such security interest pursuant to the Amendment No. 2, Pledged Securities as contemplated herein and by Amendment No. 2 and the other Fundamental Documents and, in the case of the BorrowerBorrowers, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the Guarantee guaranty of the Obligations as contemplated in Article 9 hereof and as reaffirmed by Amendment No. 2hereof, (i) have been duly authorized by all necessary corporate or company (as applicable) action on the part of each such Credit Party, (ii) will not constitute a violation of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to such Credit Party, or any of its properties or assetsassets in any material respect, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, limited liability company agreement or any other organizational document of any Credit Party, (iv) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are boundbound in any material respect, (v) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or create any right to terminate, any such Distribution Agreement, indenture, agreement, bond, note or other instrument, and (vi) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever, other than any Permitted Lien, whatsoever upon any of the properties or assets of any of the Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents, except, in the case of clauses (ii), (iv) and (v) above, for any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.