Authorization and Absence of Defaults Sample Clauses

Authorization and Absence of Defaults. Except as described on EXHIBIT 4.1.2, the execution, delivery to the Agent and/or the Lenders and performance by the Borrower and any Subsidiary of the Financing Documents and Related Transaction Documents have been duly authorized by all necessary corporate and governmental action and do not and will not (i) require any consent or approval of the shareholders or board of directors of the Borrower or any Subsidiary which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the board of governors of the federal reserve system), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower and/or any Subsidiary and/or the articles of organization or by-laws, as applicable, of the Borrower and/or any Subsidiary, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower and/or any Subsidiary is or are a party or parties or by which it or they or its or their properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien on any of the Borrower's and/or any Subsidiary's respective properties or revenues other than Liens granted to the Agent by any of the Financing Documents securing the Obligations. The Borrower and any Subsidiary are in compliance with any such applicable law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, other agreement, lease or instrument, except where the failure to be in compliance does not have a Material Adverse Effect.
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Authorization and Absence of Defaults. All consents, approvals, authorizations and other requirements prescribed by any law, governmental rule or regulation applicable to the Obligor which must be obtained or satisfied by the Obligor in connection with the transactions described herein have been obtained and satisfied. The Obligor is not in violation of any provision of its Articles of Organization or Operating Agreement and the Obligor is not in violation of any provision of, or in default under, any indenture, mortgage, deed of trust, indebtedness, agreement, instrument, judgment, decree, order, statute, rule or regulation to which it is a party or by which it or its property is bound. There is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any judicial or administrative court or agency pending or, to the best knowledge of the Obligor, threatened, against the Obligor, to which the Obligor is or may become a party or to which any of its property is or may become subject wherein an unfavorable decision, ruling or finding would adversely affect the validity or enforceability of the Indenture, the Agreement, the Series 2004 Note, the Collateral Documents to which it is a party, this Bond Purchase Agreement or the transactions described herein or therein, or the validity of the Bonds, or that should have a material adverse effect on the financial condition or operations of the Obligor. The obligations of the Obligor under the Agreement, the Collateral Documents to which it is a party and the Series 2004 Note are not subordinate to the rights of those claiming by, under or through any indentures, loan agreements or other instruments to which the Obligor is a party or by which the Obligor is or may be bound pursuant to the terms thereof, except as identified in said documents.
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Authorization and Absence of Defaults. The execution, delivery to the Agent and the Banks and performance by Borrower of the Financing Documents have been duly authorized by all necessary corporate and governmental action and do not and will not (i) require any consent or approval of the shareholders or board of directors of Borrower which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Borrower or its Subsidiaries and/or the Articles of Incorporation or By-Laws, where applicable, of Borrower and its Subsidiaries, (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which Borrower or any of its Subsidiaries is a party or by which it or its properties may be bound or affected or (iv) result in, or require, the creation or imposition of any Lien on any of the properties or revenues of Borrower and its Subsidiaries. Borrower and each Subsidiary is in compliance with each law, rule, regulation, order, writ, judgment, injunction, decree, determination or award described in clause (ii) above and, except as set forth on Schedule III, is in compliance with each indenture, agreement, lease or instrument described in clause (iii) above, except, in each case, where the failure to be in compliance is immaterial to the financial condition or business of Borrower and its Subsidiaries.
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Authorization and Absence of Defaults. The execution, delivery to the Lenders and performance by GTLP, GTI, LLC, Capital Corp. and any Subsidiaries of the Financing Documents have been duly authorized by all necessary corporate, partnership, limited liability company and governmental action and do not and will not (i) require any consent or approval of the partners, shareholders, members or board of directors of the Borrower or any Subsidiary which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower and/or any Subsidiary and/or the Certificates and Agreements of Limited Partnership, operating agreements, articles of incorporation or by-laws, where applicable, of GTLP, GTI, LLC, Capital Corp. and/or any Subsidiary, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which GTLP, GTI, LLC, Capital Corp. and/or any Subsidiary is or are a party or parties or by which it or they or its or their properties may be bound or affected; or (iv) result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues other than Liens granted to the Agent by the Security Documents securing the Obligations. Each of GTLP, GTI, LLC, Capital Corp. and its Subsidiaries are in compliance with any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument, except where the failure to be in compliance would not have a Material Adverse Effect.
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Authorization and Absence of Defaults. Except as described on Exhibit 4.1.2, the execution, delivery to the Agent and/or the Lenders and performance by the Borrower and any Subsidiary of the Financing Documents have been duly authorized by all necessary corporate and governmental action and do not and will not (i) require any consent or approval of the shareholders or board of directors of the Borrower or any Subsidiary which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the board of governors of the federal reserve system), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower and/or any Subsidiary and/or the articles of organization or by-laws, as applicable, of the Borrower and/or any Subsidiary, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower and/or any Subsidiary is or are a party or parties or by which it or they or its or their properties may be bound or affected; or (iv) result in, or require, the
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Authorization and Absence of Defaults. The execution, delivery to the CITY and performance by the Borrower of the security and financial documents have been duly authorized and do not and will not (1) require any consent or approval which has not been obtained, (2) violate any provision of any law, rule, regulation, order, or determination (“Legal Requirements”) presently in effect having applicability to the Borrower, (3) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected (“Financial Conditions”); or (4) result in, or require, the creation or imposition of any Lien on any of its properties or revenues other than Liens granted to the CITY by the Security Documents. The Borrower is in compliance with any Legal Requirements of any Financial Conditions.
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Authorization and Absence of Defaults. The execution, delivery and performance by Borrower of the Financing Documents have been duly authorized by all necessary corporate and governmental action and do not and will not (i) require any consent or approval of the shareholders or board of directors of Borrower which has not been obtained, (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulations U and X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Borrower and/or the Articles of Incorporation or By-Laws, where applicable, of Borrower, (iii) result in a material breach of or constitute a material default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which Borrower is a party or by which it or its properties may be bound or affected, except where the failure to be in compliance is immaterial to the financial condition or business of Borrower; or (iv) result in, or require, the creation or imposition of any Lien on any of its properties or revenues. Borrower is in compliance with any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument, except where the failure to be in compliance is immaterial to the financial condition or business of Borrower.
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Authorization and Absence of Defaults. Except as ------------- ------------------------------------- described on Exhibit 4.
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Related to Authorization and Absence of Defaults

  • Authorization of Agreements; Absence of Defaults and Conflicts The Investment Adviser has full power and authority to enter into this Agreement and the Investment Management Agreement. This Agreement and the Investment Management Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute valid and binding obligations of the Investment Adviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement or the Investment Management Agreement nor the performance by the Investment Adviser of its obligations hereunder or thereunder nor the consummation of the transactions herein or therein contemplated will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the organizational documents of the Investment Adviser, or any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Investment Adviser or its properties or operations; and no consent, approval, authorization or order of any court or governmental authority, regulatory body or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement or the Investment Management Agreement except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, the NYSE or state securities laws.

  • Absence of Defaults No event has occurred or is continuing which constitutes a Default or an Event of Default, or which constitutes, or which with the passage of time or giving of notice or both would constitute, a default or event of default by the Borrower or any Subsidiary thereof under any Material Contract or judgment, decree or order to which the Borrower or its Subsidiaries is a party or by which the Borrower or its Subsidiaries or any of their respective properties may be bound or which would require the Borrower or its Subsidiaries to make any payment thereunder prior to the scheduled maturity date therefor.

  • Absence of Default No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default.

  • Absence of Defaults and Conflicts None of the Company, the Operating Partnership or any Subsidiary is (A) in violation of its declaration of trust, partnership agreement, charter, by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, the Operating Partnership or any Subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the Operating Partnership or any Subsidiary is subject (collectively, “Agreements and Instruments”) or (C) in violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company, the Operating Partnership or any Subsidiary or any of their assets, properties or operations (“Laws”), except for such violations or defaults of any Agreements and Instruments or Laws that would not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments or Laws (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws except for such violations that would not have a Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a material portion of such indebtedness by the Company, the Operating Partnership or any Subsidiary.

  • Absence of Violations and Defaults Neither the Company nor any of the Subsidiaries is (A) in violation of its charter, bylaws or similar organizational document, each as amended or supplemented from time to time, (B) in default under any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of the Company or any of the Subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of the Subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not reasonably be expected, singly or in the aggregate, to result in a Material Adverse Effect.