Validity and admissibility in evidence. (a) All Authorisations required in order: (i) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and (ii) subject to the Legal Reservations, to make the Finance Documents to which it is a party admissible in evidence in its Relevant Jurisdictions, have been obtained or effected and, subject to the Legal Reservations, are in full force and effect (except for any Perfection Requirements in relation to the security constituted by the Transaction Security Documents entered into on or prior to the Closing Date which Perfection Requirements will be satisfied promptly at or after execution of the relevant documents and, in any event, within applicable time limits pursuant to the Agreed Security Principles). (b) All Authorisations necessary for the conduct of the business, trade and ordinary activities of members of the Group have been obtained or effected and are in full force and effect if failure to obtain or effect those Authorisations has or is reasonably likely to have a Material Adverse Effect.
Appears in 1 contract
Sources: Super Senior Revolving Facility Agreement (Orion Engineered Carbons S.a r.l.)
Validity and admissibility in evidence. (a) All Authorisations required in orderrequired:
(i) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Transaction Documents to which it is a party; and
(ii) subject to the Legal ReservationsReservations and the Perfection Requirements, to make the Finance Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions, have been been, or will, prior the date on which such Transaction Documents are entered into in relation to any entered into after the Closing Date be, obtained or effected and, subject to the Legal Reservations, and are in full force and effect except any Authorisation referred to in Clause 20.9 (except for any Perfection Requirements in relation to the security constituted by the Transaction Security Documents entered into on No filing or prior to stamp taxes), which Authorisations will be promptly obtained or effected after the Closing Date which Perfection Requirements will be satisfied promptly at or after execution of the relevant documents and, and in any event, event within applicable time limits pursuant to the Agreed Security Principles)limits.
(b) All Authorisations necessary for the conduct of the business, trade and ordinary activities of members of the Group have been obtained or effected and are in full force and effect if failure to obtain or effect those Authorisations has or is reasonably likely to have a Material Adverse Effect.
Appears in 1 contract
Sources: Facilities Agreement (Igate Corp)
Validity and admissibility in evidence. (a) All Authorisations authorisations required in orderor desirable:
(i) to enable it each Obligor lawfully to enter into, exercise its rights and comply with its obligations in the under each Finance Documents Document and any Charter Document to which it is a party; and;
(ii) subject to the Legal Reservations, to make the each Finance Documents Document and any Charter Document to which it is a party admissible in evidence in its Relevant JurisdictionsJurisdiction; and
(iii) to ensure that each of the Security Interests created under the Security Documents has the priority and ranking contemplated by them, have been obtained or effected and, subject to the Legal Reservations, and are in full force and effect except any authorisation or filing referred to in clause 18.12 (except for any Perfection Requirements in relation to the security constituted by the Transaction Security Documents entered into on No filing or prior to the Closing Date stamp taxes), which Perfection Requirements authorisation or filing will be satisfied promptly at obtained or after execution of the relevant documents and, in effected within any event, within applicable time limits pursuant to the Agreed Security Principles)period.
(b) All Authorisations authorisations necessary for the conduct of the business, trade and ordinary activities of members of the Group each Obligor have been obtained or effected (subject to the Legal Reservations) and are in full force and effect if failure to obtain or effect those Authorisations has or is reasonably likely to authorisations might have a Material Adverse Effect.
Appears in 1 contract
Validity and admissibility in evidence. (a) All Subject to the Legal Reservations, all Authorisations required in orderor desirable:
(i) to enable it and any On-Loan Obligor lawfully to enter into, exercise its rights and comply with its obligations in under the Finance Transaction Documents to which it is a party; and
(ii) subject to the Legal Reservations, to make the Finance Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions, have been obtained or effected and, subject to the Legal Reservations, and are in full force and effect (except for any Perfection Requirements those filings or registrations required in relation to the security constituted by the Transaction Security Documents entered into on referred to in Clause 25.10 (No filing or prior to the Closing Date stamp taxes) which Perfection Requirements filings or registrations will promptly be satisfied promptly at or made after execution of the relevant documents and, Transaction Security Documents and in any event, event within any applicable time limits pursuant to the Agreed Security Principles)limits.
(b) All Authorisations necessary for the conduct of the business, trade and ordinary activities of members of the Group have been obtained or effected and are in full force and effect if failure to obtain or effect those Authorisations has or is reasonably likely to would have a Material Adverse Effect.
Appears in 1 contract
Sources: Senior Facilities Agreement (Central European Distribution Corp)
Validity and admissibility in evidence. (a) All Authorisations required in orderrequired:
(i) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Transaction Documents to which it is a party; and
(ii) subject to the Legal ReservationsReservations and the Perfection Requirements, to make the Finance Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions, have been been, or will, prior to the date on which such Transaction Documents are entered into in relation to any entered into after the Closing Date be, obtained or effected and, subject to the Legal Reservations, and are in full force and effect except any Authorisation referred to in Clause 20.9 (except for any Perfection Requirements in relation to the security constituted by the Transaction Security Documents entered into on No filing or prior to stamp taxes), which Authorisations will be promptly obtained or effected after the Closing Date which Perfection Requirements will be satisfied promptly at or after execution of the relevant documents and, and in any event, event within applicable time limits pursuant to the Agreed Security Principles)limits.
(b) All Authorisations necessary for the conduct of the business, trade and ordinary activities of members of the Group have been obtained or effected and are in full force and effect if failure to obtain or effect those Authorisations has or is reasonably likely to have a Material Adverse Effect.
Appears in 1 contract
Validity and admissibility in evidence. (a) All Except for registration of the Transaction Security Documents in accordance with Clause 18.6 (Registration requirements), all Authorisations required in orderrequired:
(i) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Transaction Documents to which it is a party; and
(ii) subject to the Legal ReservationsReservations and the Perfection Requirements, to make the Finance Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictionsjurisdiction of incorporation, have been obtained or effected (or, in respect of any Authorisation required to be obtained in respect of the Acquisition, have been, or will prior to the first Utilisation Date be, obtained or effected) and, subject to the Legal Reservationsonce so obtained or effected, are in full force and effect (except for any Perfection Requirements in relation to the security constituted by the Transaction Security Documents entered into on or prior to the Closing Date which Perfection Requirements will be satisfied promptly at or after execution of the relevant documents and, in any event, within applicable time limits pursuant to the Agreed Security Principles)effect.
(b) All Authorisations which are necessary for the conduct of the business, trade and or ordinary activities of members each Obligor and each other member of the Group have been obtained or effected and are in full force and effect if where failure to obtain or effect maintain any of those Authorisations has has, or is would reasonably likely be expected to have have, a Material Adverse Effect.
Appears in 1 contract
Sources: Facility Agreement (PCGI Intermediate Holdings LTD)
Validity and admissibility in evidence. All Authorizations required (a) All Authorisations required in order:
(i) to enable it lawfully to enter into, exercise its rights and comply with its obligations in under the Finance Transaction Documents to which it is a party; and
, or under which it is obligated to perform, and (iib) subject to the Legal Reservations, to make the Finance Transaction Documents to which it is a party party, or under which it is obligated to perform, admissible in evidence in its Relevant Jurisdictions, Jurisdictions other than any actions specifically referred to in the legal opinions delivered under Section 4.02(a) of the Original Credit Agreement or under Section 6(b) of the Amendment and Restatement Agreement and which are not taken by the Finance Parties (where such actions are actions to be taken voluntarily by the Finance Parties) have been obtained or effected and, subject to the Legal Reservations, and are in full force and effect (except for any Perfection Requirements in relation to the security constituted by the Transaction Security Documents entered into on or prior to the Closing Date which Perfection Requirements will be satisfied promptly at or after execution of the relevant documents and, in any event, within applicable time limits pursuant to the Agreed Security Principles).
(b) effect. All Authorisations Authorizations necessary for the conduct of the business, trade and ordinary activities of members of the Group have been obtained or effected and are in full force and effect if effect, except where failure to obtain do so or effect those Authorisations has or is to be so could not be reasonably likely expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (CGG Veritas)
Validity and admissibility in evidence. (a) All Authorisations and any other acts, conditions or things required in orderor desirable:
(i) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Transaction Documents to which it is a party; and
(ii) subject to the Legal Reservations, to make the Finance Transaction Documents to which it each Obligor is a party admissible in evidence in its Relevant Jurisdictions, have been obtained obtained, effected, done, fulfilled or effected and, subject to the Legal Reservations, performed and are in full force and effect (except for any Perfection Requirements in relation to the security constituted by the Transaction Security Documents entered into on or prior to the Closing Date which Perfection Requirements will be satisfied promptly at or after execution of the relevant documents and, in any event, within applicable time limits pursuant to the Agreed Security Principles)effect.
(b) All Authorisations necessary for the export of the Products and the conduct of the business, trade and ordinary activities of members the Obligors (including, in respect of the Group Seller, the ownership, development, operation or exploitation of the Assets as contemplated by the Prepayment Documents) have been obtained or effected and are in full force and effect effect, and no steps have been taken to revoke or amend such Authorisations if failure to obtain or effect those Authorisations Authorisations, or their revocation or amendment, has or is reasonably likely to have a Material Adverse Effect.
Appears in 1 contract