Common use of Corporate Authority Etc Clause in Contracts

Corporate Authority Etc. The execution, delivery and performance by each of the Hasbro Companies and Hasbro SA of each of the Loan Documents to which it is a party, the performance by each of the Hasbro Companies and Hasbro SA of all of its agreements and obligations under each of such documents, and the making by the Company of all of the borrowings contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of each of the Hasbro Companies and Hasbro SA and their respective shareholders and do not and will not (i) contravene any provision of any of their charter or by-laws (each as from time to time in effect), (ii) conflict with, or result in a breach of any material term, condition or provision of, or constitute a default under or result in the creation of any Lien upon any of the property of any of the Hasbro Companies and Hasbro SA under any agreement, trust deed, indenture, mortgage or other instrument to which any of the Hasbro Companies and Hasbro SA is or may become a party or by which any of the Hasbro Companies and Hasbro SA or any of the property of any of the Hasbro Companies and Hasbro SA is or may become bound or affected, the consequences of which would have a Material Adverse Effect, (iii) violate or contravene any provision of any law, regulation, order, ruling or interpretation thereunder or any decree, order or judgment of any court or governmental or regulatory authority, bureau, agency or official (all as from time to time in effect and applicable to any of the Hasbro Companies and/or Hasbro SA), except where such violation or contravention would not have a Material Adverse Effect, (iv) require any waivers, consents or approvals by any of the creditors of any of the Hasbro Companies and Hasbro SA which have not been obtained, (v) require any consents or approvals by any shareholders of any of the Hasbro Companies and/or Hasbro SA (except such as will be duly obtained on or prior to the Effective Date and will be in full force and effect on and as of the Effective Date), or (vi) require obtaining any approval, consent, order, authorization or license by, or giving notice to, or taking any other action with respect to, any governmental or regulatory authority or agency under any provision of any applicable law that have not been obtained, given or taken (other than any filings of this Agreement and the other Loan Documents with the Securities and Exchange Commission required to be made after the date hereof ("SEC Filings") and any filings in connection with the Security Documents), except where the failure to do so would not result in a Material Adverse Effect.

Corporate Authority Etc. The execution, delivery and performance by each of the Hasbro Companies and Hasbro SA of each of the Loan Documents to which it is a party, the performance by each of the Hasbro Companies and Hasbro SA of all of its agreements and obligations under each of such documents, and the making by the Company of all of the borrowings contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of each of the Hasbro Companies and Hasbro SA and their respective shareholders and do not and will not (i) contravene any provision of any of their charter or by-laws (each as from time to time in effect), (ii) conflict with, or result in a breach of any material term, condition or provision of, or constitute a default under or result in the creation of any Lien upon any of the property of any of the Hasbro Companies and Hasbro SA under any agreement, trust deed, indenture, mortgage or other instrument to which any of the Hasbro Companies and Hasbro SA is or may become a party or by which any of the Hasbro Companies and Hasbro SA or any of the property of any of the Hasbro Companies and Hasbro SA is or may become bound or affected, the consequences of which would have a Material Adverse Effect, (iii) violate or contravene any provision of any law, regulation, order, ruling or interpretation thereunder or any decree, order or judgment of any court or governmental or regulatory authority, bureau, agency or official (all as from time to time in effect and applicable to any of the Hasbro Companies and/or Hasbro SACompanies), except where such violation or contravention would not have a Material Adverse Effect, (iv) require any waivers, consents or approvals by any of the creditors of any of the Hasbro Companies and Hasbro SA which have not been obtained, (v) require any consents or approvals by any shareholders of any of the Hasbro Companies and/or Hasbro SA (except such as will be duly obtained on or prior to the Effective Date and will be in full force and effect on and as of the Effective Date), or (vi) require obtaining any approval, consent, order, authorization or license by, or giving notice to, or taking any other action with respect to, any governmental or regulatory authority or agency under any provision of any applicable law that have not been obtained, given or taken (other than any filings of this Agreement and the other Loan Documents with the Securities and Exchange Commission required to be made after the date hereof ("SEC Filings") and any filings in connection with the Security Documentshereof), except where the failure to do so would not result in a Material Adverse Effect.

Corporate Authority Etc. The execution, execution and delivery and performance by each of ------------------------ the Hasbro Companies Lessee and Hasbro SA the Commerce Subsidiaries of each of the Loan Operative Documents to which it is or is to become a party, the performance by each of the Hasbro Companies Lessee and Hasbro SA the Commerce Subsidiaries of all of its agreements and obligations under each of such documents, and the making transactions contemplated hereby and thereby, including the lease of the Leased Property by the Company of all of the borrowings contemplated by this AgreementLessee, have been duly authorized as of the date hereof (except that in the case of a Commerce Subsidiary acquired pursuant to Section 5.23, such execution, delivery and authorization shall have ------------ been completed no later than the later to occur of (a) the date of such acquisition, and (b) fifteen (15) Business Days following receipt by the Lessee or such Subsidiary of forms of the Operative Documents, or amendments thereto, as appropriate, to which such Subsidiary is to become a party in order to become a Commerce Subsidiary), by all necessary corporate action on the part of each of the Hasbro Companies Lessee and Hasbro SA the Commerce Subsidiaries and their its respective shareholders and are within the corporate authority of such Person, and do not and will not (i) contravene or conflict with any provision of any of their its charter or by-laws (each as from time to time in effect), (ii) conflict with, or result in a breach of any material term, condition or provision of, or constitute a default under or result in the creation of any Lien mortgage, lien, pledge, charge, security interest or other encumbrance upon any of the property of any of the Hasbro Companies and Hasbro SA Lessee or the Commerce Subsidiaries (other than the liens created under any of the Operative Documents) under any agreement, trust deed, indenture, mortgage or other instrument to which any of the Hasbro Companies and Hasbro SA Lessee or the Commerce Subsidiaries is or may become a party or by which any of the Hasbro Companies and Hasbro SA Lessee or the Commerce Subsidiaries or any of the property of any of the Hasbro Companies and Hasbro SA Lessee or the Commerce Subsidiaries is or may become bound or affected, the consequences of which would reasonably be expected to have a Material Adverse Effect, (iii) violate or contravene any provision of any law, regulation, order, ruling or interpretation thereunder or any decree, order or judgment of any court or governmental or regulatory authority, bureau, agency or official (all as from time to time in effect and applicable to any of the Hasbro Companies and/or Hasbro SALessee or the Commerce Subsidiaries), except where such violation or contravention would not have a Material Adverse Effect, (iv) require any waivers, consents or approvals by any of the creditors of any of the Hasbro Companies and Hasbro SA Lessee or the Commerce Subsidiaries which have not been obtained, (v) require any consents or approvals by any shareholders of any of the Hasbro Companies and/or Hasbro SA (except such as will be duly obtained on Lessee or prior to the Effective Date and will be in full force and effect on and as of the Effective Date)Commerce Subsidiaries, or (vi) require obtaining any approval, consent, order, authorization or license by, or giving notice to, or taking any other action with respect to, any governmental or regulatory authority or agency under any provision of any applicable law that have not been obtained, given or taken (other than any filings of this Agreement and the other Loan Documents with the Securities and Exchange Commission required to be made after the date hereof ("SEC Filings") and any filings in connection with the Security Documents)Applicable Law, except those actions which have been taken or will be taken prior to the Closing Date or where the failure to do so would not result in a Material Adverse Effect.

Corporate Authority Etc. The execution, execution and delivery and performance by each of --------- --------- --- the Hasbro Companies Company and Hasbro SA the Commerce Subsidiaries of each of the Loan Documents to which it is or is to become a party, the performance by each of the Hasbro Companies Company and Hasbro SA the Commerce Subsidiaries of all of its agreements and obligations under each of such documents, and the transactions contemplated hereby and thereby, including the making by the Company of all of the borrowings contemplated by this Agreement, have been duly authorized as of the date hereof (except that in the case of a Subsidiary acquired pursuant to (S)9.5, such execution, delivery and authorization shall have been completed no later than the later to occur of (a) the date of such acquisition, and (b) fifteen (15) Business Days following receipt by the Company or such Subsidiary of forms of the Loan Documents, or amendments thereto, as appropriate, to which such Subsidiary is to become a party in order to become a Commerce Subsidiary), by all necessary corporate action on the part of each of the Hasbro Companies Company and Hasbro SA the Commerce Subsidiaries and their its respective shareholders and are within the corporate authority of such Person, and do not and will not (i) contravene or conflict with any provision of any of their its charter or by-laws (each as from time to time in effect), (ii) conflict with, or result in a breach of any material term, condition or provision of, or constitute a default under or result in the creation of any Lien mortgage, lien, pledge, charge, security interest or other encumbrance upon any of the property of any of the Hasbro Companies and Hasbro SA Company or the Commerce Subsidiaries (other than the liens created under any of the Loan Documents) under any agreement, trust deed, indenture, mortgage or other instrument to which any of the Hasbro Companies and Hasbro SA Company or the Commerce Subsidiaries is or may become a party or by which any of the Hasbro Companies and Hasbro SA Company or the Commerce Subsidiaries or any of the property of any of the Hasbro Companies and Hasbro SA Company or the Commerce Subsidiaries is or may become bound or affected, the consequences of which would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Company and the Commerce Subsidiaries taken as a whole or would have an effect in any material respect on the enforceability of any of the Loan Documents, (iii) violate or contravene any provision of any law, regulation, order, ruling or interpretation thereunder or any decree, order or judgment of any court or governmental or regulatory authority, bureau, agency or official (all as from time to time in effect and applicable to any of the Hasbro Companies and/or Hasbro SACompany or the Commerce Subsidiaries), except where such violation or contravention would not materially adversely affect the Company and the Commerce Subsidiaries taken as a whole and would not have a Material Adverse Effectany effect in any material respect on the enforceability of the Loan Documents, (iv) require any waivers, consents or approvals by any of the creditors of any of the Hasbro Companies and Hasbro SA Company or the Commerce Subsidiaries which have not been obtained, (v) require any consents or approvals by any shareholders of any of the Hasbro Companies and/or Hasbro SA (except such as will be duly obtained on Company or prior to the Effective Date and will be in full force and effect on and as of the Effective Date)Commerce Subsidiaries, or (vi) require obtaining any approval, consent, order, authorization or license by, or giving notice to, or taking any other action with respect to, any governmental or regulatory authority or agency under any provision of any applicable law that have not been obtained, given or taken (other than any filings of this Agreement and the other Loan Documents with the Securities and Exchange Commission required to be made after the date hereof ("SEC Filings") and any filings in connection with the Security Documents)law, except those actions which have been taken or will be taken prior to the Closing Date or where the failure to do so would not result in a Material Adverse Effectmaterial adverse effect on the Company and the Commerce Subsidiaries taken as a whole and would not have any effect in any material respect on the enforceability of the Loan Documents."

Corporate Authority Etc. The execution, execution and delivery and performance by each of --------- --------- --- the Hasbro Companies Company and Hasbro SA the Sterling Subsidiaries of each of the Loan Documents to which it is or is to become a party, the performance by each of the Hasbro Companies Company and Hasbro SA the Sterling Subsidiaries of all of its agreements and obligations under each of such documents, and the transactions contemplated hereby and thereby, including the making by the Company of all of the borrowings contemplated by this Agreement, have been duly authorized as of the date hereof (except that in the case of a Sterling Subsidiary acquired in compliance with the terms hereof, such execution, delivery and authorization shall have been completed no later than the later to occur of (a) the date of such acquisition, and (b) ten (10) Business Days following receipt by the Company or such Sterling Subsidiary of forms of the Loan Documents, or amendments thereto, as appropriate, to which such Sterling Subsidiary is to become a party), by all necessary corporate action on the part of the Company, each of the Hasbro Companies Sterling Subsidiary and Hasbro SA and their its respective shareholders and are within the corporate authority of such Person, and do not and will not (i) contravene or conflict with any provision of any of their its charter or by-by- laws (each as from time to time in effect), (ii) conflict with, or result in a breach of any material term, condition or provision of, or constitute a default under or result in the creation of any Lien mortgage, lien, pledge, charge, security interest or other encumbrance upon any of the property of the Company or any of the Hasbro Companies and Hasbro SA Sterling Subsidiaries (other than the liens created under any of the Loan Documents) under any agreement, trust deed, indenture, mortgage or other instrument to which the Company or any of the Hasbro Companies and Hasbro SA Sterling Subsidiaries is or may become a party or by which the Company or any of the Hasbro Companies and Hasbro SA Sterling Subsidiaries or any of the property of the Company or any of the Hasbro Companies and Hasbro SA Sterling Subsidiaries is or may become bound or affected, the consequences of which would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Company and the Sterling Subsidiaries taken as a whole or would have an effect in any material respect on the enforceability of any of the Loan Documents, (iii) violate or contravene any provision of any law, regulation, order, ruling or interpretation thereunder or any decree, order or judgment of any court or governmental or regulatory authority, bureau, agency or official (all as from time to time in effect and applicable to the Company or any of the Hasbro Companies and/or Hasbro SASterling Subsidiaries), except where such violation or contravention would not materially adversely affect the Company and the Sterling Subsidiaries taken as a whole and would not have a Material Adverse Effectany effect in any material respect on the enforceability of the Loan Documents, (iv) require any waivers, consents or approvals by any of the creditors of any the Company or of the Hasbro Companies and Hasbro SA Sterling Subsidiaries which have not been obtained, (v) require any consents or approvals by any shareholders of the Company or any of the Hasbro Companies and/or Hasbro SA (except such as will be duly obtained on or prior to the Effective Date and will be in full force and effect on and as of the Effective Date)Sterling Subsidiaries, or (vi) require obtaining any approval, consent, order, authorization or license by, or giving notice to, or taking any other action with respect to, any governmental or regulatory authority or agency under any provision of any applicable law that have not been obtained, given or taken (other than any filings of this Agreement and the other Loan Documents with the Securities and Exchange Commission required to be made after the date hereof ("SEC Filings") and any filings in connection with the Security Documents)law, except those actions which have been taken or will be taken prior to the Closing Date or where the failure to do so would not result in a Material Adverse Effectmaterial adverse effect on the Company and the Sterling Subsidiaries taken as a whole and would not have any effect in any material respect on the enforceability of the Loan Documents.