Common use of Authorization of Borrowing; No Conflict as to Law or Agreements Clause in Contracts

Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery and performance by each Borrower of the Loan Documents and the borrowings from time to time hereunder have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of such Borrower's stockholders; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to such Borrower or of such Borrower's articles of incorporation or bylaws; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which such Borrower is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by such Borrower.

Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery and performance by each Borrower the Borrowers of the Loan Documents and the borrowings from time to time hereunder have been duly authorized by all necessary corporate organizational action and do not and will not (i) require any further consent or approval of such any Borrower's stockholdersshareholders or, as applicable, members; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to such any Borrower or of such Borrower's articles of incorporation or bylawsits Organizational Documents; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which such any Borrower is a party or by which it or its properties may be bound or affectedaffected except for breaches or defaults which will not have a material adverse effect on the Borrowers taken as a whole; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by such any Borrower.

Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery and performance by each Borrower Credit Party of the Loan Documents to which it is a party and the borrowings from time to time borrowing of the Term Advance hereunder by each Borrower have been duly authorized by all necessary corporate action and do not and will not (ia) require any consent or approval of such Borrower's stockholdersany Credit Party’s Owners; (iib) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereofhereof and except as may be required by or in the performance of the Warrant Documents; (iiic) assuming the accuracy of all of the Lender’s representations and warranties set forth in the Loan Documents, violate any provision of any law, rule or regulation (including, without limitation, including Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to such Borrower any Credit Party or of such Borrower's articles of incorporation or bylawsany Credit Party’s Constituent Documents; (ivd) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which such Borrower any Credit Party is a party or by which it or its properties may be bound or affected; or (ve) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature Lien (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by such Borrowerany Credit Party.

Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery and performance by each Borrower Credit Party of the Loan Documents to which it is a party and the borrowings from time to time borrowing of each Advance hereunder by each Borrower have been duly authorized by all necessary corporate action and do not and will not (ia) require any consent or approval of such Borrower's stockholdersany Credit Party’s Owners; (iib) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereofhereof and except as may be required by or in the performance of the Warrant Documents; (iiic) assuming the accuracy of all of the Lender’s representations and warranties set forth in the Loan Documents, violate any provision of any law, rule or regulation (including, without limitation, including Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to such Borrower any Credit Party or of such Borrower's articles of incorporation or bylawsany Credit Party’s Constituent Documents; (ivd) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which such Borrower any Credit Party is a party or by which it or its properties may be bound or affected; or (ve) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature Lien (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by such Borrowerany Credit Party.

Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery and performance by each Borrower Obligor of the Loan Documents and the borrowings from time to time hereunder have been duly authorized by all necessary corporate action on the part of each Obligor and do not and will not not: (i) require any consent or approval of such Borrower's stockholdersany Obligor’s Owners; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorizationauthorizations, consentconsents, approvalapprovals, registrationregistrations, declarationdeclarations, filing filings or notice notices as has have been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, including Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to such Borrower any Obligor or of such Borrower's articles of incorporation or bylawsany Obligor’s Constituent Documents; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which such Borrower any Obligor is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature Lien (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by such Borrowerany Obligor.

Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery and performance by each the Borrower of the Loan Documents and the borrowings from time to time hereunder have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of such Borrower's stockholdersthe stockholders of either FMM or FMS; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to such Borrower either FMM or FMS or of such Borrower's the articles of incorporation or bylawsbylaws of either FMM or FMS; (iv) to the best of Borrower's knowledge after due inquiry, result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which such Borrower either FMM or FMS is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by such Borrowereither FMM or FMS.

Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery and performance by each the Borrower of the Loan Documents and the borrowings from time to time hereunder have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of such Borrower's stockholdersthe stockholders of either Royal Grip or Roxxi; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to such Borrower either Royal Grip or Roxxi or of such Borrower's the articles of incorporation or bylawsbylaws of either Royal Grip or Roxxi; (iv) to the best of Borrower's knowledge after due inquiry, result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which such Borrower either Royal Grip or Roxxi is a party or by which it or its properties may be bound or affectedaffected including without limitation that certain Capital Lease Agreement dated December 21, 1996 or that Manufacturing Supply Agreement dated December 21, 1996, as amended by Instrument dated April 4, 1997; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by such Borrowereither Royal Grip or Roxxi.

Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery and performance by each the Borrower and any Guarantor of the Loan Documents and the borrowings from time to time hereunder have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the Borrower’s Owners or such Borrower's stockholdersGuarantor’s shareholders; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including, without limitation, including Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to such the Borrower or such Guarantor or of the Borrower’s Constituent Documents or such Borrower's articles of incorporation or bylawsGuarantor’s Constituent Documents; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower or such Borrower Guarantor is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature Lien (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or such BorrowerGuarantor.”

Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery and performance by each the Borrower of the Loan Documents and the borrowings from time to time hereunder have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of such pursuant to the Borrower's stockholders’s Constituent Documents; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereofhereof or as otherwise required by Section 4.1 of this Agreement; (iii) violate any provision of any law, rule or regulation (including, without limitation, including Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to such the Borrower or of such the Borrower's articles of incorporation or bylaws’s Constituent Documents; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which such the Borrower is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature Lien (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by such the Borrower.

Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery delivery, and performance by each Borrower of the Loan Documents and the borrowings from time to time hereunder have been duly authorized by all necessary corporate or organizational action and do not and will not (i) shall not: i. require any consent or approval of such the stockholders or constituent members of Borrower's stockholders; (ii) . require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental or quasi- governmental department, commission, board, bureau, agency agency, or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing filing, or notice as has been obtained, accomplished accomplished, or given prior to the date hereof; (iii) . violate any provision of any law, rule rule, or regulation (including, including without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction injunction, or decree presently in effect having applicability to such Borrower or of such Borrower's the articles of incorporation incorporation, bylaws, articles of organization, or bylawsoperating agreement (as applicable) of Borrower; (iv) . result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease lease, or instrument to which such Borrower is a party or by which it or its properties may be bound or affected; or (v) v. result in, in or require, require the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest interest, or other charge or encumbrance of any nature (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by such BorrowerBorrower (except those in favor of Lenders).

Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery and performance by each the Borrower of the Loan Documents and the borrowings from time to time hereunder have been duly authorized by all necessary corporate action and do not and will not (ia) require any consent or approval of such the stockholders of the Borrower's stockholders; , (iib) other than the filing of the necessary Loan Documents with the Securities Exchange Commission, require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; , (iiic) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to such the Borrower or of such the Articles of Incorporation or Bylaws of the Borrower's articles of incorporation or bylaws; , (ivd) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which such the Borrower is a party or by which it or its properties may be bound or affected; , or (ve) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Security InterestInterests) upon or with respect to any of the properties now owned or hereafter acquired by such the Borrower.

Authorization of Borrowing; No Conflict as to Law or Agreements. The execution, delivery and performance by each the Borrower of the Loan Documents and the borrowings from time to time hereunder have been duly authorized by all necessary corporate company action and do not and will not (i) require any consent or approval of such the Borrower's stockholders’s shareholders; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereofhereof and which would not have a Material Adverse Effect; (iii) violate any provision of any law, rule or regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to such the Borrower or of such the Borrower's ’s articles of incorporation or bylaws; (iv) result in a material breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which such the Borrower is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by such the Borrower.