Loan Documents and Related Documents. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party, and the consummation of the transactions contemplated thereby, (a) have been duly authorized by all requisite corporate, partnership or limited liability company action of such Credit Party and have been duly executed and delivered by or on behalf of such Credit Party; (b) do not violate any provisions of (i) any applicable law, statute, rule, regulation, ordinance or tariff, (ii) any order of any Governmental Authority binding on such Credit Party or any of its properties, or (iii) the certificate or articles of incorporation, amalgamation or continuance or bylaws (or any other equivalent governing agreement or document) of such Credit Party, or any agreement between such Credit Party and its shareholders, members, partners or equity owners or among any such shareholders, members, partners or equity owners; (c) except as set forth in Schedule 5.2, are not in conflict with, and do not result in a breach or default of or constitute an event of default, or an event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in a conflict, breach, default or event of default under, any indenture, agreement or other instrument to which such Credit Party is a party, or by which the properties or assets of such Credit Party are bound, the effect of which could reasonably be expected to be, have or result in a Material Adverse Effect; (d) except as set forth in the Loan Documents will not result in the creation or imposition of any Lien of any nature upon any of the properties or assets of any Credit Party; and (e) except for filings in connection with the perfection of Agent's Liens, do not require the consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or any other Person. When executed and delivered, each of the Loan Documents to which such Credit Party is a party will constitute the legal, valid and binding obligation of each Credit Party, enforceable against such Credit Party in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies (whether in a proceeding at law or in equity).
Loan Documents and Related Documents. The execution, delivery and performance by each Credit Party of the Loan Documents and the Related Documents to which it is a party, and its consummation of the transactions contemplated thereby, (a) have been duly authorized, executed and delivered by or on behalf of such Credit Party; (b) do not violate or conflict with any Applicable Law, (c) do not constitute or result in a conflict, violation, breach or default of or an event of default under, or an event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in a conflict, violation, breach, default or event of default under, any agreement, instrument or other arrangement to which such Credit Party is a party, or by which any of its Properties are bound, to the extent any of the foregoing, either individually or in the aggregate, reasonably could be expected to have a Material Adverse Effect; (d) will not result in the creation or imposition of any Lien, other than a Permitted Lien, upon any of the Properties of any Credit Party; and (e) except for filings in connection with the perfection of the Liens created by the Loan Documents and as set forth on Schedule 5.2(e), do not require the consent, approval or authorization of, or filing, registration or qualification with, any Person. Each of the Loan Documents and the Related Documents to which each Credit Party is a party constitutes the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, subject to the effect of (a) applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors’ rights generally and (b) general principles of equity which may limit the availability of equitable remedies (whether in a proceeding at law or in equity).
Loan Documents and Related Documents. The Syndication Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of the Borrower, with a counterpart for each Lender, (ii) the Senior Note Indenture, executed and delivered by a duly authorized officer of the Borrower, (iii) the Term Loan Agreement, executed by a duly authorized officer of the Borrower, (iv) the Guarantee, executed and delivered by a duly authorized officer of each Domestic Subsidiary, (v) the Subsidiary Security Agreements executed and delivered by a duly authorized officer of each Domestic Subsidiary, (vi) the Subsidiary Stock Pledge Agreements executed by a duly authorized officer of each Domestic Subsidiary, together with an Acknowledgment and Consent thereto executed by a duly authorized officer of the Issuer (as defined therein), (vii) the Borrower Security Agreement, executed by a duly authorized officer of the Borrower, (viii) the Borrower Stock Pledge Agreement, executed by a duly authorized officer of the Borrower, together with an Acknowledgment and Consent thereto executed by a duly authorized officer of Playtex Beauty Care, Inc., Playtex Investment Corp., Playtex International Corp., Playtex Manufacturing, Inc., Playtex Sales & Services, Inc., Smile Tote, Inc., Sun Pharmaceuticals Corp. and TH Marketing Corp., (ix) the Trademark Subsidiary Agreement, executed and delivered by a duly authorized officer of each party thereto, (x) the Intercreditor Agreement, executed and delivered by a duly authorized officer of each party thereto, and (xi) for each Lender requesting the same pursuant to subsection 6.2(e), its Notes executed by a duly authorized officer of the Borrower.
Loan Documents and Related Documents. The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
Loan Documents and Related Documents
