Common use of Authorization and Absence of Defaults Clause in Contracts

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.

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, and 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.