Common use of Due Authorization; No Default Clause in Contracts

Due Authorization; No Default. (a) The execution, delivery and performance by Borrower of this Agreement, and the Related Documents to which it is a party are within Borrower’s powers, have been duly authorized by all necessary action on the part of Borrower, and do not and will not (i) violate Borrower’s Certificate of Incorporation or Bylaws or any Governmental Rule of any Governmental Authority, (ii) constitute a breach of, or default under, any agreement, undertaking or instrument to which Borrower is a party or by which it may be affected, or (iii) result in the imposition of any lien, encumbrance or restriction on any assets of Borrower. (b) Borrower has delivered to Lender true and complete copies of Borrower’s resolutions necessary to authorize the transactions contemplated by this Agreement, and of Borrower’s Certificate of Incorporation and Bylaws, all as in effect on the date hereof and certified by a duly authorized officer of Borrower. (c) This Agreement and the Related Documents to which Borrower is a party upon their execution and delivery, will be legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms.

Appears in 1 contract

Sources: Loan and Security Agreement (Loral Space & Communications Inc.)

Due Authorization; No Default. (a) The execution, delivery and performance by Borrower of this Agreement, and the Related Relevant Documents to which it is a party are within Borrower’s 's powers, have been duly authorized by all necessary action on the part of Borrower, and do not and will not (i) violate Borrower’s 's Certificate of Incorporation or Bylaws or any Governmental Rule of any Governmental Authority, Rule; (ii) constitute a breach of, or default under, any agreement, undertaking or instrument to which Borrower is a party or by which it may be affected, or (iii) result in the imposition of any lien, encumbrance Encumbrance or restriction restrictions on any assets of Borrower, except in favor of Lender. (b) Borrower has delivered to Lender true and complete copies of Borrower’s 's resolutions necessary to authorize the transactions contemplated by this AgreementAgreement and the Relevant Documents, and of Borrower’s Certificate of Incorporation and Bylaws's constitutive documents, all as in effect on the date hereof and certified by a duly authorized officer of Borrower. (c) This Agreement and the Related Relevant Documents to which Borrower is a party upon their execution and delivery, will be legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms.

Appears in 1 contract

Sources: Loan and Security Agreement (NQL Inc)

Due Authorization; No Default. (a) The execution, delivery and performance by Borrower of this Agreement, the Revolving Note and the Related Relevant Documents to which it is a party are within Borrower’s 's powers, have been duly authorized by all necessary action on the part of Borrower, and do not and will not (i) violate Borrower’s 's Certificate or Articles of Incorporation or Bylaws Bylaws, or any Governmental Rule applicable law or regulation, or any judgment, order or decree of any Governmental Authorityjudicial or other governmental body, (ii) constitute a breach of, or default under, any agreement, undertaking or instrument to which Borrower is a party or by which it may be affected, or (iii) result in the imposition of any lien, encumbrance or restriction on any assets of Borrower. (b) Borrower has delivered to Lender true and complete copies of Borrower’s 's resolutions necessary to authorize the transactions contemplated by this Agreement, and of Borrower’s 's Certificate or Articles of Incorporation and Bylaws, all as in effect on the date hereof and certified by a duly authorized officer of the Borrower. (c) This Agreement and the Related Relevant Documents to which Borrower is a party upon their execution and delivery, and the Revolving Note upon their issuance, will be legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms.

Appears in 1 contract

Sources: Revolving Loan and Security Agreement (Measurement Specialties Inc)

Due Authorization; No Default. (a) The execution, delivery and performance by Borrower of this Agreement, the Notes and the Related Relevant Documents to which it is a party are within Borrower’s 's corporate powers, have been duly authorized by all necessary action on the part of Borrower, and do not and will not (i) violate Borrower’s 's Certificate or Articles of Incorporation or Bylaws Bylaws, or any Governmental Rule applicable law or regulation, or any judgment, order or decree of any Governmental Authorityjudicial or other governmental body, (ii) constitute a breach of, or default under, any agreement, undertaking or instrument to which Borrower is a party or by which it may be affectedor any of its assets are bound, or (iii) result in the imposition of any lien, encumbrance or restriction on any assets of BorrowerBorrower other than in favor of Lender. (b) Borrower has delivered to Lender true and complete copies of Borrower’s 's resolutions necessary to authorize the transactions contemplated by this Agreement, and of Borrower’s 's Certificate or Articles of Incorporation and Bylaws, all as in effect on the date hereof and certified by a duly authorized officer of Borrower. (c) This Agreement and the Related Relevant Documents to which Borrower is a party upon their execution and delivery, and the Notes upon their issuance, will be legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms.

Appears in 1 contract

Sources: Loan and Security Agreement (Community Distributors Inc)

Due Authorization; No Default. (a4.2(1) The execution, delivery and performance by Borrower of this Agreement, the Notes and the Related Relevant Documents to which it is a party are within Borrower’s 's powers, have been duly authorized by all necessary action on the part of Borrower, and do not and will not (ia) violate Borrower’s 's Certificate of Incorporation or Bylaws By-Laws, or any Governmental Rule of any Governmental Authority, (iib) constitute a breach of, or default under, any agreement, undertaking or instrument to which Borrower is a party or by which it may be affected, or (iiic) result in the imposition of any lien, encumbrance Encumbrance or restriction on any assets of Borrower. (b4.2(2) Borrower has delivered to Lender true and complete copies of Borrower’s 's resolutions necessary to authorize the transactions contemplated by this Agreement, and of Borrower’s 's Certificate of Incorporation and BylawsBy-Laws, all as in effect on the date hereof and certified by a duly authorized officer of Borrower. (c4.2(3) This Agreement and the Related Documents to which Borrower is a party Agreement, upon their its execution and delivery, will shall be a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, and the Notes and Relevant Documents remain legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms.

Appears in 1 contract

Sources: Loan and Security Agreement (Usa Detergents Inc)