Common use of Authority and No Violation Clause in Contracts

Authority and No Violation. (a) The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents by each Credit Party and the grant to the Agent for the benefit of itself, the Issuing Bank and the Lenders of a security interest in the Collateral as contemplated herein or in the other Fundamental Documents, and in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the Notes by the Borrower and, in the case of each Guarantor, the guaranty of the Obligations as contemplated by Article 10 hereof, (a) have been duly authorized by all necessary corporate or company (as applicable) action on the part of each Credit Party, (b) will not violate any provision of any Applicable Law, or any order of any court or other agency of the United States or any State thereof, applicable to any Credit Party or any of its respective properties or assets, (c) will not violate any provision of the Certificate of Incorporation or By-Laws, limited liability company agreement or other organizational document of any Credit Party, or any indenture, any agreement for borrowed money, any bond, note or other similar instrument in any material respect or any other material agreement to which any Credit Party is a party or by which any Credit Party or any of its properties or assets are bound, (d) 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 any such indenture, agreement, bond, note, instrument or other material agreement and (e) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any property or assets of any Credit Party other than pursuant to this Agreement or any other Fundamental Document.

Authority and No Violation. (a) The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents by each Credit Party and to which it is a party, the grant to Lender of the Agent for the benefit of itself, the Issuing Bank and the Lenders of a security interest in the Collateral as contemplated herein or in by this Credit Agreement and the other Fundamental DocumentsDocuments to which it is or will be a party, and in the case of the Borrowerand, the Borrowings hereunder and the execution, delivery and performance of the Notes by the Borrower and, in the case of each Guarantor, the guaranty any notes evidencing any of the Obligations as contemplated by Article 10 hereofLoans hereunder, (ai) have been duly authorized by all necessary corporate or company (as applicable) action on the part of each Credit PartyBorrower, (bii) will not violate constitute a violation of any provision of any Applicable Law, Law or any order of any court or other agency of the United States or any State thereof, Governmental Authority applicable to any Credit Party Borrower or any of its respective properties or assets, (ciii) will not violate any provision of the Certificate of Incorporation or Incorporation, By-Laws, limited liability company agreement or any other organizational document of any Credit Partyof, or any provision of any material indenture, any agreement for borrowed moneyagreement, any bond, note note, mortgage, deed of trust, or other similar instrument in any material respect or any other material agreement to which any Credit Party Borrower is a party or by which any Credit Party Borrower or any of its properties or assets are boundbound or to which Borrower is subject, (div) will not be in conflict with, result in a breach of of, or constitute (with due notice or lapse of time or both) a default under under, or create any right to terminate, any such indenture, agreement, bond, note, instrument mortgage, deed of trust, or other material agreement instrument and (ev) 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 upon any property of the properties or assets of any Credit Party Borrower other than pursuant to this Credit Agreement or any the other Fundamental DocumentDocuments.

Authority and No Violation. (a) The Except as relates to NBV until its execution of this Credit Agreement, the execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by each Credit Party Debtor and, in the case of the Parent, the borrowings hereunder and the execution and delivery of the relevant Notes and, in the case of each Debtor, the grant to the Agent for the benefit of itself, the Issuing Bank and the Lenders of a the security interest in the Collateral and the Pledged Securities as contemplated herein or and in the other Fundamental Documents, and in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the Notes by the Borrower and, in the case of each Guarantor, the guaranty of the Obligations as contemplated by Article 10 hereof, Documents (a) have been duly authorized by all necessary corporate or company (as applicable) other appropriate action on the part of each Credit Partysuch Debtor, (b) will not violate constitute a violation by any Debtor of any provision of any Applicable Law, or any order of any court or other agency of the United States or any State thereof, state thereof applicable to any Credit Party of the Debtors or any of its their respective properties or assets, (c) will not violate any provision of the Certificate of Incorporation or other organizational documents or By-Laws, limited liability company agreement or other organizational document Laws of any Credit Partyof the Debtors, or any material provision of any Distribution Agreement, Licensing Agreement, indenture, any agreement for borrowed moneyagreement, any bond, note or other similar instrument in any material respect or any other material agreement to which any Credit Party of the Debtors is a party or by which any Credit Party of the Debtors or any of its their respective properties or assets are bound, (d) 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, instrument note or other material agreement instrument, and (e) will not result in the creation or imposition of any Lienlien, charge or encumbrance of any nature whatsoever upon any property of the properties or assets of any Credit Party of the Debtors other than pursuant to this Credit Agreement or any the other Fundamental DocumentDocuments to which it is a party.

Authority and No Violation. (a) The a)The execution, delivery and performance of this Credit Agreement and the other Fundamental Documents by each Credit Party and the grant to the Agent for the benefit of itself, the Issuing Bank and the Lenders Lender of a security interest in the Collateral as contemplated herein or in the other Fundamental Documents, and in the case of the Borrower, the Borrowings hereunder and the execution, delivery and performance of the Notes by the Borrower and, in the case of each Subsidiary Guarantor, the guaranty of the Obligations as contemplated by Article 10 hereofthe Subsidiary Guaranty, (a) have been duly authorized by all necessary corporate or company (as applicable) action on the part of each Credit Party, (b) will not violate any provision of any Applicable Law, or any order of any court or other agency of the United States or any State thereof, applicable to any Credit Party or any of its respective properties or assets, (c) will not violate any provision of the Certificate certificate of Incorporation incorporation or Byby-Lawslaws, limited liability company agreement or other organizational document of any Credit Party, or any indenture, any agreement for borrowed money, any bond, note or other similar instrument in any material respect or any other material agreement to which any Credit Party is a party or by which any Credit Party or any of its properties or assets are bound, (d) 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 any such indenture, agreement, bond, note, instrument or other material agreement and (e) will not result in the creation or imposition of any Lien, charge or encumbrance Lien of any nature whatsoever upon any property or assets of any Credit Party other than pursuant to this Agreement or any other a Fundamental Document.

Authority and No Violation. (a) The execution, delivery and performance by the Borrower of this Credit Agreement and the other Fundamental Documents by each Credit Party and to which it is a party, the grant to the Agent for Lender of the benefit of itself, the Issuing Bank and the Lenders of a security interest in the Collateral Pledged Securities as contemplated herein or in and by the other Fundamental Documents, and in the case of the Borrower, the Borrowings hereunder Documents and the execution, delivery and performance of the Notes by the Borrower and, in the case of each Guarantor, the guaranty of the Obligations as contemplated by Article 10 hereof, Note (ai) have been duly authorized by all necessary corporate action (or company (as applicablesimilar action) action on the part of each Credit Partythe Borrower, (bii) will not violate constitute a violation of any provision of any Applicable Law, Law or any order of any court or other agency of the United States or any State thereof, Governmental Authority applicable to any Credit Party the Borrower or any of its respective properties or assets, in each case in any material respect, (ciii) will not violate any provision of the Certificate of Incorporation or By-LawsLaws of the Borrower, limited liability company agreement or other organizational document (iv) will not violate any provision of any Credit Partycontract, or any agreement, indenture, any agreement for borrowed money, any bond, note or other similar instrument in any material respect or any other material agreement to which any Credit Party the Borrower is a party or by which any Credit Party the Borrower 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, (dv) will not be in conflict with, result in a material breach of of, or constitute (with due notice or lapse of time or both) a material default under under, or create any such indentureright to terminate, agreement, bond, note, instrument any Material Agreement of the Borrower (other than a Material Agreement existing prior to or other material agreement as of the Closing Date) and (evi) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any property of the properties or assets of any the Company other than as otherwise permitted by this Credit Party Agreement or the other Fundamental Documents and other than pursuant to this Agreement or any other Fundamental Documentagreement to which a Theatre Direct Company is a party as of the Closing Date.