Due Authorization; No Conflict; No Lien; Enforceable Obligation Sample Clauses

Due Authorization; No Conflict; No Lien; Enforceable Obligation. The execution, delivery and performance by each Credit Party of this Amendment are within its corporate powers, have been duly authorized by all necessary corporate action, have received all necessary governmental, regulatory or other approvals (if any is required), do not and will not contravene or conflict with any provision of (a) any law, (b) any judgment, decree or order or (c) its articles or certificate of incorporation, bylaws or trust documents and do not and will not contravene or conflict with, or cause any lien to arise under, any provision of any agreement or instrument binding upon any Credit Party or upon any of its property. This Amendment, the Credit Agreement, as heretofore amended and as amended by this Amendment, and the Notes, as amended by this Amendment, are the legal, valid and binding obligations of each Credit Party, enforceable against it in accordance with its respective terms.
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Due Authorization; No Conflict; No Lien; Enforceable Obligation. The execution, delivery and performance by the Credit Parties of this Agreement are within their respective corporate powers, have been duly authorized by all necessary corporate action, have received all necessary governmental, regulatory or other approvals (if any is required), do not and will not contravene or conflict with any provision of (a) any law, (b) any judgment, decree or order or (c) their respective articles or certificate of incorporation or bylaws and do not and will not contravene or conflict with, or cause any lien to arise under, any provision of any agreement or instrument binding upon the Credit Parties (or any thereof) or upon any of their respective properties. This Agreement and each of the LIFO Lender Documents to which any Credit Party is a party are its legal, valid and binding obligations, enforceable against it in accordance with its terms.
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Due Authorization; No Conflict; No Lien; Enforceable Obligation. The execution, delivery and performance by the Company of this Amendment and the Amended Note are within its corporate powers, have been duly authorized by all necessary corporate action, have received all necessary governmental, regulatory or other approvals (if any is required), and do not and will not contravene or conflict with any provision of (i) any law, (ii) any judgment, decree or order or (iii) its articles or certificate of incorporation or by-laws, and do not and will not contravene or conflict with, or cause any lien to arise under, any provision of any agreement or instrument binding upon the Company or upon any of its property. This Amendment, the Loan Agreement, as amended by this Amendment, and the Amended Note are the legal, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms.
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Due Authorization; No Conflict; No Lien; Enforceable Obligation. The execution, delivery and performance by each Continuing Credit Party of this Agreement are within its corporate powers, have been duly authorized by all necessary corporate action, have received all necessary governmental, regulatory or other approvals (if any is required), do not and will not contravene or conflict with any provision of (a) any law, (b) any judgment, decree or order or (c) its articles or certificate of incorporation or bylaws and do not and will not contravene or conflict with, or cause any lien to arise under, any provision of any agreement or instrument binding upon any Continuing Credit Party or upon any of its property (other than as contemplated by Section 2.5 hereof). This Agreement, the Financing Agreement and each of the Loan Documents to which such Continuing Credit Party is a party are the legal, valid and binding obligations of each Continuing Credit Party, enforceable against it in accordance with its respective terms.
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Due Authorization; No Conflict; No Lien; Enforceable Obligation. The execution, delivery and performance by the Borrower of this Agreement are within its corporate powers, have been duly authorized by all necessary corporate action, have received all necessary governmental, regulatory or other approvals (if any are required) and do not and will not contravene or conflict with any provision of (i) any law, (ii) any judgment, decree or order, or (iii) the Borrower's articles or certificate of incorporation or by-laws (or other organizational documents), and do not and will not contravene or conflict with, or cause any lien to arise under any provision of any material agreement or instrument binding upon the Borrower or upon any of its property. This Agreement and the Credit Agreement are the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms.
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Due Authorization; No Conflict; No Lien; Enforceable Obligation. The execution, delivery and performance by each Credit Party of this Amendment are within its corporate powers, have been duly authorized by all necessary corporate action, have received all necessary governmental, regulatory or other approvals (if any is required), do not and will not contravene or conflict with any provision of (a) any law, (b) any judgment, decree or order or (c) its articles or certificate of incorporation, bylaws or trust documents and do not and will not contravene or conflict with, or cause any lien to arise under, any provision of any agreement or instrument binding upon any Credit Party or upon any of its property. This Amendment, the Credit Agreement, as amended by this Amendment, and the Notes are the legal, valid and binding obligations of each Credit Party, enforceable against it in accordance with its respective terms.
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Due Authorization; No Conflict; No Lien; Enforceable Obligation. The execution, delivery and performance by each of the Credit Parties of this Forbearance Agreement and the other documents described in Section 5 of this Forbearance Agreement that each Credit Party is a party to (collectively, the "Forbearance Documents") are within the corporate powers of each Credit Party, have been duly authorized by all necessary corporate actions, have received all necessary governmental, regulatory or other approvals (if any are required) and do not and will not contravene or conflict with any provision of (a) any law, (b) any judgment, decree or order, or (c) any of the Credit Parties' articles or certificate of incorporation or by-laws, and do not and will not contravene or conflict with, or cause any lien to arise under any provision of any agreement or instrument binding upon each Credit Party or upon any of its property. This Forbearance Agreement and the Credit Agreement, as amended by this Forbearance Agreement, are the legal, valid and binding obligations of each Credit Party, enforceable against each Credit Party in accordance with their respective terms.
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Due Authorization; No Conflict; No Lien; Enforceable Obligation. The execution, delivery and performance by each Credit Party of this Waiver and the other documents described in SECTION 4.2 of this Waiver that the Credit Parties are a party to (collectively, the "WAIVER DOCUMENTS") are within its corporate powers, have been duly authorized by all necessary corporate action, have received all necessary governmental, regulatory or other approvals (if any is required), do not and will not contravene or conflict with any provision of (a) any law, (b) any judgment, decree or order or (c) its articles or certificate of incorporation, bylaws or trust documents and do not and will not contravene or conflict with, or cause any lien to arise under, any provision of any agreement or instrument binding upon any Credit Party or upon any of its property. Each of this Waiver, the Credit Agreement, as heretofore amended, and the Notes, is the legal, valid and binding obligation of each Credit Party party thereto, enforceable against each such Credit Party in accordance with its terms.
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Related to Due Authorization; No Conflict; No Lien; Enforceable Obligation

  • Power; Authorization; Enforceable Obligations Each Loan Party has the corporate, limited liability or limited partnership, as applicable, power and authority, and the legal right, to enter into and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (a) consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (b) filings to perfect the Liens created under the Collateral Documents and to release existing Liens or (c) consents, authorizations, filings and notices, the failure of which to do so obtain or make could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

  • Due Authorization; No Conflict The execution, delivery, and performance of the Loan Documents are within Borrower’s powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in Borrower’s Certificate of Incorporation or Bylaws, nor will they constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement by which it is bound, except to the extent such default would not reasonably be expected to cause a Material Adverse Effect.

  • Due Authorization; No Conflicts The execution and delivery by the Paying Agent of each of the Paying Agent Agreements and the performance by the Paying Agent of its obligations hereunder and thereunder have been duly authorized by the Paying Agent and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

  • Authorization; No Conflict Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow monies hereunder and each Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the borrowings by the Company hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of any Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents).

  • Corporate Power; Authorization; Enforceable Obligations Each Loan Party has the corporate or business trust power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to consummate the Transactions and to borrow and obtain other extensions of credit hereunder. Each Loan Party has taken all necessary corporate action or other organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the borrowings and other extensions of credit on the terms and conditions of this Agreement and to grant the security interests and Liens as provided in the Loan Documents, and, in the case of each Subsidiary Guarantor, to guarantee the Obligations of the Borrower on the terms and conditions of the applicable Loan Documents and to grant the security interests and Liens as provided in the Loan Documents. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the consummation of the Transactions, the borrowings and other extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect, (ii) the filings referred to in Section 3.19 and (iii) consents, notices and filings which the failure to make or obtain could not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

  • Due Authorization and No Conflict The execution, delivery and performance by the Borrower of this Agreement, the Purchase Agreement and all other Facility Documents to which it is a party, and the transactions contemplated hereby and thereby, are within the Borrower’s powers, have been duly authorized by all necessary limited liability company action and do not contravene or constitute a default under, any provision of applicable law or of the Borrower’s certificate of formation or of the limited liability company agreement or of any agreement, judgment, injunction, decree or other instrument binding upon the Borrower or result in the creation or imposition of any Adverse Claim on any asset of the Borrower. This Agreement, the Purchase Agreement and the other Facility Documents to which the Borrower is a party have been duly executed and delivered on behalf of the Borrower.

  • Due Authorization; Binding Obligation The execution and delivery of the Issuer Documents and the consummation of the transactions provided for therein have been duly authorized by all necessary action on its part. Issuer Documents constitute the legal, valid and binding obligation of the Issuer enforceable in accordance with their terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies.

  • Authorization; No Conflicts (a) The execution, delivery and performance of this Agreement and the Related Documents to which Seller, the UK Seller or the Company is a party have been duly and validly authorized by the Board of Directors of Seller, the UK Seller and the Company and by all other necessary corporate action on the part of Seller, the UK Seller and the Company. This Agreement constitutes, and when executed and delivered in accordance with this Agreement, each Related Document to which Seller, the UK Seller or the Company is a party will constitute, the legally valid and binding obligation of Seller, the UK Seller or the Company, as the case may be, enforceable against Seller, the UK Seller and the Company, as the case may be, in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or limiting creditors’ rights generally and by general principles of equity and public policy. The execution, delivery and performance of this Agreement and each Related Document to which Seller, the UK Seller or the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not (i) violate the charter documents or bylaws of the Seller, UK Seller or the Company, or (ii) assuming receipt of Approvals listed in Section 4.4(a) of the Seller’s Disclosure Schedule, violate or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under, or trigger any change of control provision contained in, any Material Contract (other than any Material Customer Contract referred to in Section 4.11(a)(vi)(A) hereof), (iii) assuming receipt of the Approvals and Permits listed in Section 4.4(b) of the Seller’s Disclosure Schedule, violate any Law or Order or (iv) result in the imposition of any Encumbrance against the Shares, the Subsidiaries Equity Interests or, except as provided in Section 4.4(a) of the Seller’s Disclosure Schedule, the Investments or any Encumbrance against any other assets of the Company or the Subsidiaries, except, in the case of the Shares, the Subsidiaries Equity Interests or the Investments, Encumbrances set forth in clauses (iv) and (v) of the definition of Permitted Encumbrances, and in all other cases, Permitted Encumbrances.

  • Due Authorization, Enforceability; etc This Master Agreement and each other Operative Document to which the Lessor is or will be a party have been or will be duly authorized, executed and delivered by or on behalf of the Lessor and are, or upon execution and delivery will be, legal, valid and binding obligations of the Lessor enforceable against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting creditors' rights generally and by general equitable principles.

  • Due Authorization; Enforceability The Depositor has full power and authority to execute, deliver, and perform this Agreement and the Transaction Documents to which it is a party and to carry out their respective terms. The Depositor has full power and authority to sell and assign the Assets. The execution, delivery, and performance by the Depositor of this Agreement and the Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary action. This Agreement and the Transaction Documents executed by the Depositor have been duly executed and delivered and constitute the valid and legally binding obligations of the Depositor enforceable against the Depositor in accordance with their terms.

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