Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 11 contracts
Samples: Credit Agreement (Kirkland's, Inc), Credit Agreement (Hancock Fabrics Inc), Credit Agreement (Vertex Energy Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document Financing Agreement to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Collateral Documents); or (d) violate any Law.
Appears in 11 contracts
Samples: Term Loan Agreement (Albertsons Companies, Inc.), Term Loan Agreement (Albertsons Companies, Inc.), Term Loan Agreement (Safeway Stores 42, Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Collateral Agent under the Security Documents); or (d) violate any Law.
Appears in 11 contracts
Samples: Asset Based Revolving Credit Agreement (King Merger Sub II LLC), Credit Agreement (Albertsons Companies, Inc.), Asset Based Revolving Credit Agreement (Nextier Oilfield Solutions Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law, except, in each case, to the extent that the same could not reasonably be expected to (y) result in such Loan Party’s obligations hereunder or under any other Loan Document to which it is a party to be deemed ineffective, voided or otherwise terminated or (z) have a Material Adverse Effect.
Appears in 8 contracts
Samples: Assignment and Assumption (Tanger Properties LTD Partnership /Nc/), Credit Agreement (Tanger Properties LTD Partnership /Nc/), Term Loan Agreement (Tanger Properties LTD Partnership /Nc/)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational actionaction on the part of such Loan Party, and does not and will do not (a) contravene the terms of any of such Person’s Organization Documents; , (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (other than pursuant to the Loan Documents) (i) any Material Contract or any Material Indebtedness material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; subject or (c) result violate in or require the creation of any Lien upon material respect any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any LawLaw applicable to such Person.
Appears in 7 contracts
Samples: Credit Agreement (Synnex Corp), Credit Agreement (ironSource LTD), Credit Agreement (Docusign, Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of (or the requirement to create) any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Applicable Law.
Appears in 7 contracts
Samples: Credit Agreement (Raven Industries Inc), Credit Agreement (Raven Industries Inc), Credit Agreement (Halozyme Therapeutics, Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Collateral Agent under the Security Documents); or (d) violate any Law.
Appears in 7 contracts
Samples: Credit Agreement (Sportsman's Warehouse Holdings, Inc.), Credit Agreement (Perfumania Holdings, Inc.), Credit Agreement (Metropark Usa Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any applicable Law, except in the case of clauses (b)(ii) and (d), to the extent that such conflict or violation would not reasonably be expected to result in a Material Adverse Effect.
Appears in 7 contracts
Samples: Credit Agreement (Sequential Brands Group, Inc.), Second Lien Term Loan Agreement (Sequential Brands Group, Inc.), Credit Agreement (Sequential Brands Group, Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any applicable Law, except in the case of clauses (b)(ii) and (d), to the extent that such conflict or violation would not reasonably be expected to result in a Material Adverse Effect.
Appears in 6 contracts
Samples: License Agreement (Sequential Brands Group, Inc.), First Lien Credit Agreement (Sequential Brands Group, Inc.), Credit Agreement (Sequential Brands Group, Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not not: (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Collateral Agent under the Security Documents); or (d) violate any Law.
Appears in 6 contracts
Samples: Credit Agreement (Tops PT, LLC), Credit Agreement (Rue21, Inc.), Credit Agreement (Rue21, Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party and the consummation of the Transactions have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; , (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness material Contractual Obligation (other than the creation of Liens under the Loan Documents) to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law, except to the extent that any such violation, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 6 contracts
Samples: Credit Agreement (NOODLES & Co), Credit Agreement (NOODLES & Co), Credit Agreement (NOODLES & Co)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 6 contracts
Samples: Credit Agreement (Destination Xl Group, Inc.), Credit Agreement (Kirkland's, Inc), Credit Agreement (Kirkland's, Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not to the extent which could reasonably be expected to have a Material Adverse Effect: (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment material Contractual Obligation (other than Liens was created pursuant to be made under (ithe Loan Documents) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 6 contracts
Samples: Credit Agreement (Markwest Energy Partners L P), Credit Agreement (Markwest Hydrocarbon Inc), Revolving Credit Agreement (Markwest Energy Partners L P)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, this Amendment has been duly authorized by all necessary corporate or other organizational action, and does do not and will not not: (ai) contravene the terms of any of such Person’s 's Organization Documents; (bii) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (iA) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person or any of its Subsidiaries is a party or affecting such Person or any of its Subsidiaries or the properties of such Person or any of its Subsidiaries or (iiB) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or any of its property Subsidiaries or the properties of such Person or any of its Subsidiaries is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 5 contracts
Samples: Credit and Guaranty Agreement (Atlantica Yield PLC), Credit and Guaranty Agreement (Atlantica Yield PLC), Credit and Guaranty Agreement (Atlantica Sustainable Infrastructure PLC)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate company, limited partnership or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with in any material respect with, or result in any breach, termination, material breach or contravention of, or constitute a default the creation of any Lien ((1) in the case of the Closing Date, other than Liens created under the Loan Documents and (2) in all other cases, other than any Permitted Lien) other than any Permitted Lien) under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Lawmaterial Law in any material respect.
Appears in 5 contracts
Samples: Revolving Credit Agreement (PBF Energy Inc.), Revolving Credit Agreement (PBF Logistics LP), Revolving Credit Agreement (PBF Logistics LP)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law, except, in each case, to the extent that the same could not reasonably be expected to (y) result in such Loan Party's obligations hereunder or under any other Loan Document to which it is a party to be deemed ineffective, voided or otherwise terminated or (z) have a Material Adverse Effect.
Appears in 5 contracts
Samples: Credit Agreement (Tanger Properties LTD Partnership /Nc/), Bridge Term Loan Agreement (Tanger Properties LTD Partnership /Nc/), Credit Agreement (Tanger Properties LTD Partnership /Nc/)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Administrative Agent under the Security Documents); or (d) violate any Law.
Appears in 4 contracts
Samples: Credit Agreement (Stein Mart Inc), Term Loan Credit Agreement (Stein Mart Inc), Credit Agreement (Stein Mart Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Material Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any material Law.
Appears in 4 contracts
Samples: Credit Agreement (Rh), Credit Agreement (Rh), Credit Agreement (Rh)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or Subsidiaries, (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subjectsubject or (iii) any governmental licenses, permits, authorizations, consents and approvals; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Collateral Agent under the Security Documents); or (d) violate any Law.
Appears in 4 contracts
Samples: Credit Agreement (Coldwater Creek Inc), Credit Agreement (Coldwater Creek Inc), Credit Agreement (Coldwater Creek Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of (or the requirement to create) any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Applicable Law.
Appears in 4 contracts
Samples: Credit Agreement (Radiant Logistics, Inc), Credit Agreement (Radiant Logistics, Inc), Credit Agreement (DocGo Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness material Contractual Obligation (other than the Existing Credit Agreement) to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 4 contracts
Samples: Credit Agreement (California Water Service Group), Credit Agreement (California Water Service Group), Credit Agreement (California Water Service Group)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party Borrower of each Loan Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness material Contractual Obligation (other than the Existing Credit Agreement) to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 4 contracts
Samples: Credit Agreement (California Water Service Group), Credit Agreement (California Water Service Group), Credit Agreement (California Water Service Group)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute the creation of any Lien (other than a default Permitted Lien) under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries Subsidiaries, except for conflicts, breaches or contraventions that could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 4 contracts
Samples: Credit Agreement (AstroNova, Inc.), Credit Agreement (AstroNova, Inc.), Credit Agreement (AstroNova, Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party the Borrower of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party the Borrower (other than Liens in favor of the Collateral Agent under the Security Documents); or (d) violate any Law.
Appears in 3 contracts
Samples: Credit Agreement (Duckwall Alco Stores Inc), Credit Agreement (Duckwall Alco Stores Inc), Credit Agreement (Duckwall Alco Stores Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party Obligor of each Loan Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute the creation of any Lien (other than a default Lien permitted hereby) under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries Subsidiaries, which would reasonably be expected to have a Material Adverse Effect or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 3 contracts
Samples: Credit Agreement (Forest City Enterprises Inc), Credit Agreement (Forest City Realty Trust, Inc.), Credit Agreement (Forest City Realty Trust, Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation that is material to the Loan Parties to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 3 contracts
Samples: Credit Agreement (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party (a) have been duly authorized by all necessary corporate or other organizational action, and does ; (b) do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (bc) do not conflict with or result in any breach, termination, breach or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (cd) do not violate any Law; and (e) do not result in or require the creation of any Lien upon on any asset property of Parent or any Loan Party (other than Restricted Subsidiary except Liens in favor of the Agent created under the Security Loan Documents); or (d) violate any Law.
Appears in 3 contracts
Samples: Credit Agreement (C&J Energy Services Ltd.), Credit Agreement (C&J Energy Services Ltd.), Credit Agreement (C&J Energy Services Ltd.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with in any material respect or result in any breach, termination, or contravention of, or constitute a material default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any LawLaw in any material respect.
Appears in 3 contracts
Samples: Credit Agreement (Tilly's, Inc.), Credit Agreement (Tilly's, Inc.), Credit Agreement (Tilly's, Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default under, or require any payment to be made under of (i) any Material Contract or any Material Indebtedness material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon under any asset material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any Loan Party (other than of its Restricted Subsidiaries, except for Liens in favor of the Agent under the Security Documents)permitted hereunder; or (d) violate any Law.
Appears in 3 contracts
Samples: Credit Agreement (Mohawk Industries Inc), Credit Agreement and Extension Agreement (Mohawk Industries Inc), Credit Agreement (Mohawk Industries Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent Lender under the Security Documents); or (d) violate any Law.
Appears in 3 contracts
Samples: Credit Agreement (Citi Trends Inc), Credit Agreement (Citi Trends Inc), Credit Agreement (Citi Trends Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational action, and does not and will do not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default under, or require the creation of any payment to be made Lien under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law, except in each case referred to in clauses (b) or (c), to the extent that such contravention or violation could not reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Cadence Design Systems Inc), Loan Agreement (Cadence Design Systems Inc), Loan Agreement (Cadence Design Systems Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any LawLaw except where such violation would not reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Five Below, Inc), Credit Agreement (Five Below, Inc), Credit Agreement (Five Below, Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subjectsubject or (iii) any governmental licenses, permits, authorizations, consents and approvals; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Collateral Agent under the Security Documents); or (d) violate any Law.
Appears in 3 contracts
Samples: Credit Agreement (A.C. Moore Arts & Crafts, Inc.), Credit Agreement (A.C. Moore Arts & Crafts, Inc.), Credit Agreement (Nicole Crafts LLC)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party the Borrower of each Loan Document to which such Person it is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s the Borrower's Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness material Contractual Obligation to which such Person the Borrower is a party or affecting such Person the Borrower or the properties of such Person the Borrower or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person the Borrower or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 3 contracts
Samples: Credit Agreement (Biogen Idec Inc.), Loan Agreement (Biogen Idec Inc.), Credit Agreement (Biogen Idec Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries (other than the Loan Documents) or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 3 contracts
Samples: Credit Agreement (Lumber Liquidators Holdings, Inc.), Credit Agreement (Lumber Liquidators Holdings, Inc.), Credit Agreement (Lumber Liquidators Holdings, Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, party has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent Lender under the Security Documents); or (d) violate any Law.
Appears in 3 contracts
Samples: Credit Agreement (Christopher & Banks Corp), Credit Agreement (Christopher & Banks Corp), Credit Agreement (Christopher & Banks Corp)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational action, and does and, except as disclosed on Schedule 4.2, do not and will not (a) contravene the terms of any of such Person’s Organization Documentsorganizational documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Encumbrance under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness contractual obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Lawlaw, rule or regulation, except in each case referred to in clause (b)(i) or clause (c) to the extent any such conflict or violation could not reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Term Loan Agreement (Golden Queen Mining Co LTD), Term Loan Agreement (Golden Queen Mining Co LTD), Term Loan Agreement (Golden Queen Mining Co LTD)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document and Related Document to which such Person is or is to be a party, has (a) have been duly authorized by all necessary corporate or other organizational action, and does (b) do not and will not (ai) contravene the terms of any of such Person’s Organization Documents; (bii) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien (except for any Liens that may arise under the Loan Documents) under, or require any payment to be made under (iA) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (iiB) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law, except in each case referred to in clause (b)(ii) or (c) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Patriot Coal CORP), Credit Agreement (Foresight Energy Partners LP), Credit Agreement (Patriot Coal CORP)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any material Law.
Appears in 3 contracts
Samples: Credit Agreement (Restoration Hardware Holdings Inc), Credit Agreement (Restoration Hardware Holdings Inc), Credit Agreement (Restoration Hardware Holdings Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party Borrower of each Loan Document to which such Person Borrower is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action. The execution, delivery and does performance by each Borrower of each Loan Document to which such Borrower is party do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law; except in each case referred to in clause (b) or (c), to the extent that could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Mastec Inc), Term Loan Agreement (Mastec Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate corporate, limited liability company, or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of violate any Lien upon any asset of any Law applicable to such Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Lawits assets.
Appears in 2 contracts
Samples: Senior Secured Commercial Loan Agreement, Senior Secured Commercial Loan Agreement (MedMen Enterprises, Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute the creation of any Lien (other than a default Permitted Lien) under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 2 contracts
Samples: Credit Agreement (Power One Inc), Credit Agreement (Power One Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document and Related Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate corporate, partnership, limited liability company or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien (other than Liens permitted under Section 7.01) under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any LawLaw except, in the case of clauses (b) and (c), in any one or more respects that taken together are de minimis.
Appears in 2 contracts
Samples: Credit Agreement (Smart Balance, Inc.), Credit Agreement (Smart Balance, Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness material Contractual Obligation (other than the Loan Documents) to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) materially violate any Law in a manner which could be reasonably expected to have any material affect on such Person’s ability to executed, deliver and/or perform its obligations under any such Loan Document or otherwise result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any LawMaterial Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Cole Credit Property Trust II Inc), Credit Agreement (Cole Credit Property Trust II Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) result in the imposition or the creation of (or requirement to create) any Lien on any asset of any Loan Party; (c) conflict in any material respect with or result in any breach, termination, material breach or contravention of, or constitute a default under, of or require any payment (other than in any immaterial amount) to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Material Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result violate in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate material respect any Law.
Appears in 2 contracts
Samples: Credit Agreement (Alnylam Pharmaceuticals, Inc.), Credit Agreement (Alnylam Pharmaceuticals, Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational actionaction on the part of such Loan Party, and does not and will do not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default underthe creation of any Lien under (other than in favor of the Administrative Agent for the benefit of the Secured Parties), or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting by which such Person or the properties of such Person or any of its Subsidiaries is bound or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law, except in each case referred to in clause (b) or (c), to the extent such conflict, breach, contravention, payment or violation could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Fabrinet), Credit Agreement (Fabrinet)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of (or the requirement to create) any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.Applicable Law in any material respect. 5.03
Appears in 2 contracts
Samples: Credit Agreement (Alamo Group Inc), Credit Agreement (Alamo Group Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational action, and does not and will do not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien (other than Liens granted in favor of the Administrative Agent for the benefit of the Secured Parties pursuant to the Loan Documents) under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result violate in any material respect any Law (including, without limitation, Regulation U or require Regulation X issued by the creation of any Lien upon any asset of any Loan Party FRB), except with respect to clause (other than Liens in favor of the Agent under the Security Documents); or (db)(ii) violate any Lawabove, as would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Enpro Industries, Inc), Credit Agreement (Enpro Industries, Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its material property is subject; (c) result in or require the creation of any Lien upon any asset assets of any Loan Party (other than Liens in favor of the Collateral Agent under the Security Documents); or (d) violate any Law.
Appears in 2 contracts
Samples: Credit Agreement (Nash Finch Co), Credit Agreement (Nash Finch Co)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of (or the requirement to create) any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Applicable Law.. 5.03
Appears in 2 contracts
Samples: Credit Agreement (Harmonic Inc), Credit Agreement (Ameresco, Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational actionaction of such Loan Party, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 2 contracts
Samples: Credit Agreement (Albany Molecular Research Inc), Credit Agreement (Albany Molecular Research Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene violate the terms of any of such Person’s 's Organization Documents; , (b) conflict with or result in any breach, termination, or contravention breach of, or constitute a default under, or require require, pursuant to the express provisions thereof, the creation of any payment to be made under (i) consensual Lien on the properties of such Loan Party under, any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; , or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any LawLaw on applicable to it, in each case with respect to the preceding clauses (a) through (c), which would reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Assignment and Acceptance Agreement (Enbridge Energy Partners Lp), Credit Agreement (Enbridge Energy Limited Partnership)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational action, and does not and will do not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien (other than any Lien pursuant to the Loan Documents) under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 2 contracts
Samples: Credit Agreement (Balchem Corp), Credit Agreement (Balchem Corp)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of (or the requirement to create) any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Applicable Law.
Appears in 2 contracts
Samples: Credit Agreement (New York Times Co), Credit Agreement (New York Times Co)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any material arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 2 contracts
Samples: Credit Agreement (Dicks Sporting Goods Inc), Credit Agreement (Dicks Sporting Goods Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness material Contractual Obligation (other than the Existing Loan Agreement) to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 2 contracts
Samples: Credit Agreement (California Water Service Group), Credit Agreement (California Water Service Group)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party and each Subsidiary thereof of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 2 contracts
Samples: Credit Agreement (Pacific Sunwear of California Inc), Credit Agreement (Pacific Sunwear of California Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party the Borrower of each Loan Document and each Collateral Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any material Lien (except as created and imposed by the Indenture) under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness material Contractual Obligation (other than this Agreement) to which such Person is a party or affecting such Person or the material properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 2 contracts
Samples: Credit Agreement (Tri-State Generation & Transmission Association, Inc.), Credit Agreement (Tri-State Generation & Transmission Association, Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) except where such conflict, breach or contravention or creation of a Lien may not reasonably be expected to have a Material Adverse Effect, conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries party, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) except where such violation may not reasonably be expected to have a Material Adverse Effect, violate any Law.
Appears in 2 contracts
Samples: Credit Agreement (Viad Corp), Credit Agreement (Viad Corp)
Authorization; No Contravention. The execution, delivery and performance by each Loan Credit Party of each Loan Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Governing Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien (other than Permitted Liens) under, or require any material payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any applicable Law.
Appears in 2 contracts
Samples: Credit Agreement (PetIQ, Inc.), Credit Agreement (PetIQ, Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any agreement, instrument or document evidencing any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any material arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Collateral Agent under the Security Documents); or (d) violate any Law.
Appears in 2 contracts
Samples: Credit Agreement (Hamilton Beach Brands Holding Co), Credit Agreement (Nacco Industries Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien (other than any Liens permitted by Section 7.01) under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law; except in each case referred to in clause (b) or (c), to the extent that such conflict, breach, contravention, creation, payment or violation could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Urs Corp /New/), Credit Agreement (Urs Corp /New/)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document and/or the Merger Agreement to which such Person is or is to be a party, has party and the consummation of the Transactions have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; , (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness material Contractual Obligation (other than the creation of Liens under the Loan Documents) to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law, except to the extent that any such violation, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (NOODLES & Co), Credit Agreement (NOODLES & Co)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party Borrower of each Loan Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness material Contractual Obligation (other than the Existing Loan Agreement) to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 2 contracts
Samples: Credit Agreement (California Water Service Group), Credit Agreement (California Water Service Group)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party Obligor of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party Obligor (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 2 contracts
Samples: Credit Agreement (Pacific Sunwear of California Inc), Credit Agreement (Pacific Sunwear of California Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Administrative Agent and the Lender under the Security Documents); or (d) violate any Law.
Appears in 1 contract
Authorization; No Contravention. The execution, delivery and performance by each Loan Party Applicant of each Loan Document to which such Person is or is to be a party, subject to the entry of the DIP Orders, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party Applicant (other than Liens in favor of the Agent L/C Issuer under the Security Documents); or (d) violate any Law.
Appears in 1 contract
Samples: Credit Agreement (Wet Seal Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract Contract, any Lease with respect to the existing and contemplated corporate headquarters and distribution centers of the Loan Parties, or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 1 contract
Samples: Credit Agreement (Body Central Corp)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party are within such Loan Party’s corporate or is to be a partyother powers, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; , (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default under, the creation of any Lien under or require any payment to be made under (i) any Material Contract or any Material Indebtedness contractual obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in violate any Applicable Law; except with respect to any conflict, breach or require the contravention or payment (but not creation of any Lien upon any asset of any Loan Party (other than Liens Liens) referred to in favor of the Agent under the Security Documents); or (d) violate any Law.clause
Appears in 1 contract
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries Subsidiaries, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security DocumentsPermitted Encumbrances); or (d) violate any Law.
Appears in 1 contract
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of (or the requirement to create) any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries where amounts owing thereunder (whether as purchase price, Indebtedness to be repaid, or otherwise) exceed the Threshold Amount, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Applicable Law.
Appears in 1 contract
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not not: (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Collateral Agent under the Security Documents); or (d) violate any Law, except, in the case of clauses (b) and (d), to the extent as would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Authorization; No Contravention. The execution, delivery and performance by the Borrower and each other Loan Party of each Loan Document to which such Person is or is to be a party, has and the consummation of the Transaction, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; , (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default underthe creation of any Lien under (other than Permitted Liens), or require any payment to be made under (i) (x) any Material Contract Existing Notes Documentation or (y) any Material Indebtedness other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any material Law.
Appears in 1 contract
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien (other than the creation of Liens under any of the Loan Documents in favor of the Administrative Agent on behalf of the Lenders) under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any LawLaw in any material respect.
Appears in 1 contract
Samples: Credit Agreement (Fisher Scientific International Inc)
Authorization; No Contravention. The (A) On the Closing Date, upon entry by the Bankruptcy Court of the Interim Approval Order, and (B) on the Account Release Date, upon entry by the Bankruptcy Court of the Final Approval Order, in each case, the execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 1 contract
Samples: Credit Agreement (Spansion Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a partyparty and, has in the case of any Borrower, the borrowing of the Loans and the obtainment of Letters of Credit hereunder have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; , (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default underthe creation of any Lien under (other than Liens created under the Security Documents), or require any payment (other than any payments referred to in Section 4.01(h)) to be made under under, (i) any Material Contract or any Material Indebtedness material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; subject or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.material law in any material respect. SECTION 3.03
Appears in 1 contract
Samples: Credit Agreement Credit Agreement (Tupperware Brands Corp)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person it is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; , (b) conflict with or result in any breach, termination, material breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made 82461917_14 under (i) any Material Contract or any Material Indebtedness material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; subject or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Lawapplicable Law in any material respect.
Appears in 1 contract
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, in each case, which would reasonably be expected to have a Material Adverse Effect; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any LawLaw where such violation would reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Cache Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security DocumentsDocuments and Liens permitted by Section 7.01); or (d) violate any Law.
Appears in 1 contract
Samples: Credit Agreement (Sears Hometown & Outlet Stores, Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; , (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default underthe creation of any Lien under (other than the creation of any Lien under the Loan Documents), or require any payment to be made made, under (i) any Material Contract or any Material Indebtedness material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its the Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; , or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any material Law.
Appears in 1 contract
Samples: Credit Agreement (Media General Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has and the consummation of the Transactions, (a) have been duly authorized by all necessary corporate or other organizational action, action and does (b) do not and will not (ai) contravene the terms of any of such Person’s Organization Documents; , (bii) conflict with or result in any breach, termination, breach or contravention of, or constitute a default under, or require any payment to be made under (iA) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (iiB) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; , (ciii) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (dLoan Documents and Liens subject to an Acceptable Intercreditor Agreement) violate any Law.or
Appears in 1 contract
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document and Related Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation in excess of the Threshold Amount to which such Person is a party or affecting such Person or the properties of such Person or any of its Material Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 1 contract
Samples: Credit Agreement (Amerigon Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, party has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subjectsubject that would reasonably be expected to result in a Material Adverse Effect; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Collateral Agent under the Security Loan Documents); or (d) violate any LawLaw in any material respect.
Appears in 1 contract
Samples: Credit Agreement (Foot Locker Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subjectsubject in a manner which would reasonably be expected to result in a Material Adverse Effect; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Collateral Agent under the Security Documents); or (d) violate any LawLaw in any material respect.
Appears in 1 contract
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breachbreach of any material term of, or result in the termination, or contravention of any material term of, or constitute a an event of default under, or require any material payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Collateral Agent under the Security Documents); or (d) violate any Law.
Appears in 1 contract
Samples: Credit Agreement (BTHC VII Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien (other than Liens created under the Loan Documents) under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 1 contract
Samples: Assignment and Assumption (Landmark Apartment Trust of America, Inc.)
Authorization; No Contravention. The execution, delivery and performance by Peabody and each Loan Party of each Loan Document to which such Person is or is to be a party, has (a) have been duly authorized by all necessary corporate or other organizational action, action and does (b) do not and will not (ai) contravene the terms of any of such Person’s Organization Organizational Documents; (bii) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of, any Lien (except for any Liens that may arise under the Loan Documents) under, or require any payment to be made under (iA) any Material Contract or any Material Indebtedness material Contractual Obligation to which such Person is a party or affecting such Person (other than Peabody) or the properties of such Person or any of its Subsidiaries or (iiB) any order, injunction, writ or decree of any Governmental Authority to which such Person or its property is subject or (C) any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (diii) violate any LawLaw binding on such Person.
Appears in 1 contract
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person Loan Party is or is to be a party, has party and the consummation of the Transactions by the Loan Parties have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such PersonLoan Party’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default under, or require any payment to be made under of (i) any Material Contract or any Material Indebtedness material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of violate any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents)Law; or (d) violate result in the imposition of any LawLien (other than the Liens created pursuant to the Security Documents).
Appears in 1 contract
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries Subsidiaries, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security DocumentsPermitted Encumbrances); or (d) violate any Law.
Appears in 1 contract
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each this Amendment No. 3 and other Loan Document Documents to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Organizational Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 1 contract
Samples: Revolving Credit Agreement (Green Mountain Coffee Roasters Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, (a) has been duly authorized by all necessary corporate or other organizational action, and (b) does not and will not (ai) contravene the terms of any of such Person’s Organization Documents; (bii) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (ix) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (iiy) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (ciii) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (div) violate any Law., in the case of clause (b)(iv), except that could not reasonably be expected to have a Material Adverse Effect. Section 5.03
Appears in 1 contract
Samples: Credit Agreement (Chico's Fas, Inc.)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien (other than Liens created under the Loan Documents) under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law, except, in each case referred to in clauses (b) and (c), to the extent that such conflict, breach, contravention, creation, payment or violation could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, party has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 1 contract
Samples: Credit Agreement (Kid Brands, Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of (or the requirement to create) any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries Subsidiaries, except to the extent any such conflict with, breach or contravention of, or requirement of any payment under, such Contractual Obligation could not be reasonably expected to have a Material Adverse Effect or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result violate in or require the creation of any Lien upon material respect any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Applicable Law.
Appears in 1 contract
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, party has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, in each case as could reasonably be expected to have a Material Adverse Effect; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any LawLaw where such violation could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Cache Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document entered into on the First Amendment Effective Date to which such Person is or is to be a party, has party have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 1 contract
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is DB1/ 97390493.6 subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 1 contract
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has have been duly authorized by all necessary corporate or other organizational action, and does do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, breach or contravention of, or constitute a default the creation of any Lien under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness Contractual Obligation to which such Person is a party or affecting by which such Person is bound or by which the properties property of such Person or any of its Subsidiaries is bound, except to the extent (A) such conflict or breach, or the creation of such Lien, or such required payment, as the case may be, could not reasonably be expected to have a Material Adverse Effect, and (B) such Lien does not attach to any Collateral, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Agent under the Security Documents); or (d) violate any Law.
Appears in 1 contract
Samples: Credit Agreement (Carmax Inc)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not not: (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which 109 such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Collateral Agent under the Security Documents); or (d) violate any Law, except, in the case of clauses (b) and (d), to the extent as would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Tops Holding Corp)
Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s 's Organization Documents; (b) conflict with or result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract or any Material Indebtedness to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Collateral Agent under the Security Documents); or (d) violate any Law.
Appears in 1 contract
Samples: Credit Agreement (Sportsman's Warehouse Holdings, Inc.)
