Corporate Authorization; No Violation Sample Clauses

Corporate Authorization; No Violation. The execution, delivery and performance by Lessee of this Agreement and the other Operative Documents to which it is or will be a party have been duly authorized by all necessary corporate action on the part of Lessee, do not require any stockholder approval or approval or consent of any trustee or holder of indebtedness or obligations of Lessee, except such as have been duly obtained, and do not and will not violate the certificate of incorporation or by-laws of Lessee or any current law, governmental rule, regulation, judgment or order binding on Lessee or violate or result in a breach of, or constitute a default under, or result in the creation of any Lien (other than as permitted under the Operative Documents) upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which Lessee or its properties is or are bound or affected.

Corporate Authorization; No Violation. The execution, delivery and performance by each Facility Borrower of this Agreement are within the corporate powers of such Facility Borrower, have been duly authorized by all necessary corporate action, and do not contravene any Requirement of Law or Contractual Obligation of CFC or any of its Subsidiaries, except to the extent that such contravention would not have a material adverse effect on the business, operations or financial condition of CFC and its Subsidiaries taken as a whole or on the ability of such Facility Borrower to fulfill its obligations under this Agreement or on the rights and remedies of the Agents and the Banks hereunder.

Corporate Authorization; No Violation. The execution, delivery ------------------------------------- and performance by the Borrower of this Loan Agreement, the Line of Credit Note and the other Loan Documents to which the Borrower is a party are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action on the part of the Borrower, and do not violate, breach or contravene in any material respect any Requirement of Law or Contractual Obligation of the Borrower or result in the creation of a Lien on any of its assets.

Corporate Authorization; No Violation. The execution, delivery and performance by Lessee of this Agreement and the other Operative Documents to which it is or will be a party have been duly authorized by all necessary corporate action on the part of Lessee [and by the Bankruptcy Court]6, do not require any stockholder approval or approval or consent of any trustee or holder of indebtedness or obligations of Lessee, except such as have been duly obtained, and do not and will not violate the certificate of incorporation or by-laws of Lessee or any current law, governmental rule, regulation, judgment or order binding on Lessee or violate or result in a breach of, or constitute a default under, or result in the creation of any Lien (other than as permitted under the Operative Documents) upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which Lessee or its properties is or are bound or affected.

Corporate Authorization; No Violation. (a) The Company has the requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement. Upon the valid execution and delivery of the Joint Stockholder Consent by the Major Stockholders, the Company shall have received the Company Stockholder Approval. (b) The Board of Directors of the Company at a duly held meeting, upon the recommendation of the Special Committee, has (i) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger and (iii) resolved to recommend that the stockholders of the Company approve the adoption of this Agreement and the transactions contemplated hereby, including the Merger (the “Recommendation”). Except for the Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the “Certificate of Merger Filing”), no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Laws affecting creditors’ rights generally and general principles of equity. (c) The execution, delivery and performance by the Company of this Agreement and the consummation of the Merger by the Company do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any United States or foreign governmental or regulatory agency, commission, court, body, entity or authority (each, a “Governmental Entity”) or Self-Regulatory Organization, other than: (i) the Certificate of Merger Filing; (ii) the filing of the pre-merger notification report form and clearance under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improveme...

Corporate Authorization; No Violation. ▇▇▇▇▇▇▇▇ has duly authorized the execution and delivery of this Agreement and the ▇▇▇▇▇▇▇▇ Closing Documents, the performance by it of its obligations under this Agreement and the ▇▇▇▇▇▇▇▇ Closing Documents and the consummation of the transactions contemplated by this Agreement and the ▇▇▇▇▇▇▇▇ Closing Documents. This Agreement constitutes, and each of the ▇▇▇▇▇▇▇▇ Closing Documents to be executed and delivered by ▇▇▇▇▇▇▇▇ at the Closing shall, when so executed and delivered, constitute, the valid and binding obligation of ▇▇▇▇▇▇▇▇, enforceable against ▇▇▇▇▇▇▇▇ in accordance with their respective terms (subject, as to enforcement, to bankruptcy, reorganization, insolvency, moratorium, and other laws relating to or affecting creditors' rights generally and to the availability of equitable remedies). Except as set forth on ▇▇▇▇▇▇▇▇ Disclosure Schedule 5.2, neither the execution and delivery of this Agreement or any of the ▇▇▇▇▇▇▇▇ Closing Documents by ▇▇▇▇▇▇▇▇, nor the performance by ▇▇▇▇▇▇▇▇ of its obligations under this Agreement or any of the ▇▇▇▇▇▇▇▇ Closing Documents nor the consummation by ▇▇▇▇▇▇▇▇ of the transactions contemplated by this Agreement or any of the ▇▇▇▇▇▇▇▇ Closing Documents will result in a breach of the terms, conditions or provisions of, constitute a default under, result in any violation of, or result in the creation of any Encumbrance upon any of the Shares or ▇▇▇▇▇▇▇▇ Assets pursuant to, the Certificate of Incorporation or the By-laws of ▇▇▇▇▇▇▇▇ or Subsidiary or any agreement or instrument to which ▇▇▇▇▇▇▇▇ or Subsidiary is a party or by which ▇▇▇▇▇▇▇▇ or Subsidiary or any of the ▇▇▇▇▇▇▇▇ Assets, Assumed Liabilities or Shares is bound or any statute, law, ordinance, rule or regulation of, or judgment, order, writ, injunction or decree of any court or administrative or governmental agency or body applicable to ▇▇▇▇▇▇▇▇, Subsidiary, any of the ▇▇▇▇▇▇▇▇ Assets or Assumed Liabilities or any of the Shares, except as will not result, either individually or in the aggregate, in a Material Adverse Effect.

Corporate Authorization; No Violation. The execution, delivery and performance by each Facility Borrower of this Agreement are within such Facility Borrower's corporate powers, have been duly authorized by all necessary corporate action, and do not contravene any Requirement of Law or Contractual Obligation of Chrysler or any of its Subsidiaries or result in the creation of a Lien on any of their respective assets.

Corporate Authorization; No Violation. ThedaCare has the full corporate power and authority to enter into, and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by ThedaCare has been duly and properly authorized by proper corporate action in accordance with applicable laws and its articles of incorporation, as amended through the date hereof, and corporate bylaws, as amended through the date hereof. This Agreement constitutes the lawful, valid and legally binding obligation of ThedaCare, enforceable against ThedaCare in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors’ rights and by general equitable principles. Except as set forth on Schedule 6.2(b), the execution, delivery and performance of this Agreement will not: (i) violate or conflict with any provision of, does not constitute a default or breach of any ThedaCare Key Contract, any ThedaCare Material Licenses and Permits, any judgment, decree, order, writ or injunction of any court or regulatory authority, or any law, statute, rule or regulation, applicable to ThedaCare or a ThedaCare Affiliate; (ii) result in the acceleration or mandatory prepayment of any ThedaCare Indebtedness; (iii) result in a right of first refusal or purchase option in favor of a third- party affecting any assets of ThedaCare or a ThedaCare Affiliate, or permit any put or similar obligation requiring ThedaCare or a ThedaCare Affiliate to purchase assets of a third-party; (iv) result in the acceleration or mandatory payment of any contingent payment by ThedaCare or any ThedaCare Affiliate;

Corporate Authorization; No Violation. Each of Purchaser and Silgan has duly authorized the execution and delivery by it of this Agreement and the Purchaser Closing Documents to which it is a party, the performance by it of its obligations under this Agreement and the Purchaser Closing Documents to which it is a party and the consummation of the transactions contemplated by this Agreement and the Purchaser Closing Documents to which it is a party. This Agreement constitutes, and each of the Purchaser Closing Documents to be executed and delivered by Purchaser and/or Silgan at the Closing shall, when so executed and delivered, constitute, the legal, valid and binding obligation of Purchaser and/or Silgan, as the case may be, enforceable against Purchaser and/or Silgan, as the case may be, in accordance with its terms (subject, as to enforcement, to bankruptcy, reorganization, insolvency, moratorium and other laws relating to or affecting creditors' rights generally and subject to the availability of equitable remedies). Except as shown in Purchaser Disclosure Schedule 6.2, neither the execution and delivery by Purchaser or Silgan of this Agreement or any of the Purchaser Closing Documents to which it is a party nor the performance by Purchaser or Silgan of its respective obligations under this Agreement or any of the Purchaser Closing Documents to which it is a party nor the consummation by Purchaser or Silgan of the transactions contemplated by this Agreement or any of the Purchaser Closing Documents to which it is a party will conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, result in the violation of, or the creation of a lien or encumbrance upon any of the assets of Purchaser pursuant to, the respective Certificates of Incorporation or By-laws, each as amended, of each of Purchaser and Silgan or any agreement or instrument to which Purchaser or Silgan is a party or by which Purchaser or Silgan or any of their assets are bound or any judgment, order, writ, injunction or decree of any court, administrative or governmental agency or body applicable to Purchaser or Silgan.