Common use of Authority and No Violation Clause in Contracts

Authority and No Violation. (a) The execution, delivery and performance by the Parent and each Credit Party of the Fundamental Documents to which it is a party, the grant by each Credit Party and each Pledgor to the Administrative Agent (for the benefit of the Secured Parties) of the security interest in the Collateral and the Pledged Collateral, respectively, as contemplated by the Fundamental Documents, 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 guaranty of the Obligations as contemplated by Article 9, (i) have been duly authorized by all necessary company action (or similar action) on the part of such Person, (ii) will not constitute a violation of any provision of Applicable Law or any order of any Governmental Authority applicable to such Person or any of its properties or assets, (iii) will not violate any provision of the certificate of formation or organization, by-laws, limited liability agreement, partnership agreement or any other organizational document of such Person, (iv) will not violate any provision of, 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 Distribution Agreement, or any indenture, agreement, bond, note or other similar instrument to which such Person is a party or by which such Person or any of its properties or assets are bound, other than where any such violation, conflict, breach, default or termination could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (v) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of such Person other than pursuant to the Fundamental Documents.

Appears in 2 contracts

Samples: Credit, Security, Guaranty and Pledge Agreement (Eros International PLC), Guaranty and Pledge Agreement (Eros International PLC)

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Authority and No Violation. (ai) The execution, delivery and performance by of this Credit Agreement and the Parent and each Credit Party of the other Fundamental Documents to which it is a party, by the Parent, the grant by each Credit Party and each Pledgor to the Administrative Agent (for the benefit of the Secured Parties) Administrative Agent, the Issuing Bank and the Lenders of the security interest in the Collateral and the Pledged Collateral, respectively, Securities as contemplated herein and by the other Fundamental Documents, in the case of the Borrower, the Borrowings hereunder Documents and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the guaranty of the Obligations as contemplated by in this Article 910, (iu) have been duly authorized by all necessary company corporate action (or similar action) on the part of such Personthe 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 Person the Parent, or any of its properties or assetsassets in any material respect, (iiiw) will not violate any provision of the certificate Certificate of formation or organizationIncorporation, by-lawsBy–Laws, limited liability agreement, partnership operating agreement or any other organizational document of such Personthe Parent, (ivx) will not violate any provision ofof any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which the Parent or by which 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, (y) 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 similar instrument to which such Person is a party or by which such Person or any of its properties or assets are boundinstrument, other than where any such violation, conflict, breach, default or termination violation could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (vz) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of such Person any of the Parent other than pursuant to this Credit Agreement or the other Fundamental Documents.

Appears in 1 contract

Samples: Credit, Security, Guaranty and Pledge Agreement (Idt Corp)

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Authority and No Violation. (a) The execution, delivery and performance by of this Credit Agreement and the Parent and each Credit Party of the other Fundamental Documents to which it is a party, the grant by each Credit Party and each Pledgor Party, the grant to the Administrative Agent (for the benefit of the Secured Parties) Administrative Agent, the Issuing Bank and the Group Lenders of the security interest in the Collateral and the Pledged Collateral, respectively, Securities as contemplated herein and by the other Fundamental DocumentsDocuments 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 guaranty of the Obligations as contemplated by in Article 99 hereof, (i) have been duly authorized by all necessary corporate or company (as applicable) action (or similar action) on the part of each such PersonCredit 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 Person Credit Party, or any of its properties or assetsassets in any material respect, (iii) will not violate any provision of the certificate Certificate of formation or organizationIncorporation, byBy-lawsLaws, limited liability agreement, partnership company agreement or any other organizational document of such Personany Credit Party, (iv) will not violate any provision ofof 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 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, or any indenture, agreement, bond, note or other similar instrument to which such Person is a party or by which such Person or any of its properties or assets are bound, other than where any such violation, conflict, breach, default or termination could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectinstrument, and (vvi) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of such Person any of the Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents.

Appears in 1 contract

Samples: Guaranty and Pledge Agreement (Lions Gate Entertainment Corp /Cn/)

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