Due Authorization; Noncontravention; Etc Clause Samples

Due Authorization; Noncontravention; Etc. The execution, delivery and performance by such Pledgor of this Agreement (a) are within such Pledgor’s corporate or limited liability company powers, as applicable, (b) have been duly authorized by all necessary action (corporate, limited liability company or otherwise) and relate to its ordinary course of business, and (c) do not and will not (i) except to the extent received prior to the date hereof, require any consent or approval of the shareholders or members (as the case may be) of such Pledgor, (ii) violate any provision of the organizational documents of such Pledgor or of law, (iii) violate any legal restriction binding on or affecting such Pledgor, (iv) 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 such Pledgor is a party or by which it or its properties may be bound or affected, or (v) result in or require the creation of any Lien (other than pursuant to, or as permitted under, this Agreement and the other Loan Documents) upon or with respect to any of the Collateral. This Agreement has been duly executed and delivered by such Pledgor.
Due Authorization; Noncontravention; Etc. The execution, delivery and performance by and on behalf of the Borrower of this Agreement, the Notes and each other Loan Document are within the Borrower's and the General Partner's powers, have been duly authorized by all necessary action and do not (i) contravene the Borrower's partnership agreement, the General Partner's articles or certificate of incorporation, bylaws and any other governing documents; (ii) contravene (x) any law or governmental regulation or court decree or order binding on or affecting the Borrower or the General Partner or (y) any contractual restriction binding on or affecting the General Partner or the Borrower which contravention is reasonably likely to have a material adverse effect on the Borrower's consolidated business, operations, assets, revenues, properties or prospects (with respect to the Borrower's ability to pay or repay the Obligations); or (iii) result in, or require the creation or imposition of, any Lien on any of the Borrower's or the General Partner's properties (other than the Lien of the Security Agreement).
Due Authorization; Noncontravention; Etc. The Pledgor's execution, delivery and performance of this Agreement, and the Pledgor's pledge of, and grant of a security interest in, Collateral, are within the Pledgor's corporate powers, have been duly authorized by all necessary corporate actions, and do not (i) contravene the Pledgor's organizational documents or (ii) contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Pledgor.

Related to Due Authorization; Noncontravention; Etc

  • Due Authorization, Non-Contravention, etc The execution, delivery and performance by such party of the Amendment are within its powers, have been duly authorized by all necessary action, and do not (i) contravene its organizational documents; or (ii) contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting it; and

  • Due Authorization, etc The Transaction Documents have been, and each instrument provided for herein or therein to which Buyer is a party will be, when executed and delivered as contemplated hereby, duly authorized, executed and delivered by Buyer and the Transaction Documents constitute, and each such instrument will constitute, when executed and delivered as contemplated hereby, legal, valid and binding obligations of the Buyer enforceable in accordance with their terms.

  • Due Authorization; No Conflict The execution, delivery, and performance of the Loan Documents are within Borrower’s powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in Borrower’s Certificate of Incorporation or Bylaws, nor will they constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement by which it is bound, except to the extent such default would not reasonably be expected to cause a Material Adverse Effect.

  • Due Authorization; No Conflicts The execution and delivery by Buyer of this Agreement, and the performance by Buyer of its obligations hereunder, have been duly authorized by all necessary actions on the part of Buyer and do not and, under existing facts and Law, shall not: (i) contravene its certificate of incorporation or any other governing documents;

  • Due Authorization The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken.