Common use of Absence of Defaults and Conflicts Resulting from Transaction Clause in Contracts

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, the Indenture and the Registration Rights Agreement, and the issuance and sale of the Notes and Guarantees and compliance with the terms and provisions hereof and thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Guarantors or Grizzly pursuant to (i) the charter or bylaws or similar organizational documents of the Company, the Guarantors or Grizzly, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Guarantors or Grizzly or any of their properties, or (iii) any agreement or instrument to which the Company, the Guarantors or Grizzly is a party or by which the Company, the Guarantors or Grizzly is bound or to which any of the properties of the Company, the Guarantors or Grizzly is subject, except in the case of clauses (ii) and (iii), for any breaches, violations, defaults, liens, charges or encumbrances, which, individually or in the aggregate, would not result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Guarantors or Grizzly.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, the Indenture Agreement and the Registration Rights AgreementCustody Agreements, and the issuance and sale of the Notes and Guarantees and compliance with the terms and provisions hereof and thereof Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the CompanyCompany or any of its subsidiaries pursuant to, the Guarantors or Grizzly pursuant to (i) the charter or bylaws or similar organizational documents by-laws of the Company, the Guarantors Company or Grizzlyany of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Guarantors Company or Grizzly any of its subsidiaries or any of their properties, properties or (iii) any agreement or instrument to which the Company, the Guarantors Company or Grizzly any of its subsidiaries is a party or by which the Company, the Guarantors Company or Grizzly any of its subsidiaries is bound or to which any of the properties of the Company, the Guarantors Company or Grizzly any of its subsidiaries is subject, except in the case of clauses (ii) and (iii)) above, for any breachessuch breach, violationsviolation, defaultsdefault, lienslien, charges charge, encumbrance or encumbrances, which, Debt Repayment Triggering Event that would not individually or in the aggregate, would not result in aggregate have a Material Adverse EffectEffect or prevent or materially interfere with the consummation of the transactions contemplated by the Underwriting Agreement and the Custody Agreements; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Guarantors Company or Grizzlyany of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, the Indenture and the Registration Rights Agreement, and the issuance and sale of the Notes and Guarantees and compliance with the terms and provisions hereof and thereof Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the CompanyCompany or any of its Subsidiaries pursuant to, the Guarantors or Grizzly pursuant to (i) the charter their respective charter, certificate of formation, certificate of limited partnership, limited liability company agreement, limited partnership agreement or bylaws by-laws (or similar organizational documents or governing documents) of the Company, the Guarantors Company or Grizzlyany of its Subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Guarantors Company or Grizzly any of its Subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company, the Guarantors Company or Grizzly any of its Subsidiaries is a party or by which the Company, the Guarantors Company or Grizzly any of its Subsidiaries is bound or to which any of the properties of the Company, the Guarantors Company or Grizzly any of its Subsidiaries is subject, except except, in the case of clauses (ii) and (iii), for any breaches, violations, defaults, liens, charges or encumbrances, which, individually or in the aggregate, as would not result in reasonably be expected to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Guarantors Company or Grizzlyany of its Subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, Agreement as disclosed in the Indenture and the Registration Rights AgreementGeneral Disclosure Package, and the issuance and sale of the Notes and Guarantees and compliance with Offered Securities as disclosed in the terms and provisions hereof and thereof General Disclosure Package will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the CompanyCompany or any of its subsidiaries pursuant to, the Guarantors or Grizzly pursuant to (i) the charter or bylaws or similar organizational documents by-laws of the Company, the Guarantors Company or Grizzlyany of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Guarantors Company or Grizzly any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company, the Guarantors Company or Grizzly any of its subsidiaries is a party or by which the Company, the Guarantors Company or Grizzly any of its subsidiaries is bound or to which any of the properties of the Company, the Guarantors Company or Grizzly any of its subsidiaries is subject, except in the case of except, with respect to clauses (ii) and (iii)) above, for any such breaches, violations, defaults, violations or defaults or such liens, charges or encumbrances, whichand encumbrances which would not, individually or in the aggregate, would not result in have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Guarantors Company or Grizzlyany of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture and this Agreement, the Indenture and the Registration Rights Agreement, and the issuance and sale of the Notes Offered Securities and the Guarantees and compliance with the terms and provisions hereof and thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, Parent or any of the Guarantors or Grizzly Subsidiaries, pursuant to (i) the charter charter, by-laws or bylaws other organizational instrument or similar organizational documents document of the Company, Parent or any of the Guarantors or GrizzlySubsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, Parent or any of the Guarantors or Grizzly Subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company, Parent or any of the Guarantors or Grizzly Subsidiaries is a party or by which the Company, Parent or any of the Guarantors or Grizzly Subsidiaries is bound or to which any of the properties of the Company, Parent or any of the Guarantors or Grizzly Subsidiaries is subject, except except, in the case of clauses (ii) and (iii)) above, for any such conflicts, breaches, violations, defaults, liens, charges or encumbrances, whichencumbrances that would not, individually or in the aggregate, would not result in have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, Parent or any of the Guarantors or GrizzlySubsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, execution and delivery and performance by the Company of this Agreement and the Exchange Agreement, the Indenture consummation of the transactions herein and the Registration Rights Agreementtherein contemplated, and the issuance offer and sale of the Notes and Guarantees and compliance with Securities by the terms and provisions hereof and thereof Underwriters will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance (other than liens securing the Credit Agreement) upon any property or assets of the Company, the Guarantors Company or Grizzly any of its subsidiaries pursuant to (i) the charter charter, by-laws, certificate of formation or bylaws or similar organizational documents limited liability company agreement (the “Constituent Documents”), as applicable, of the Company, the Guarantors Company or Grizzlyany of its subsidiaries, (ii) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Guarantors Company or Grizzly any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company, the Guarantors Company or Grizzly any of its subsidiaries is a party or by which the Company, the Guarantors Company or Grizzly any of its subsidiaries is bound or to which any of the properties of the Company, the Guarantors Company or Grizzly any of its subsidiaries is subject, except in the case of except, with respect to clauses (ii) and (iii), for any breaches, violations, defaults, liens, charges breaches or encumbrances, which, individually or in the aggregate, violations that would not result in have, or reasonably be expected to have, a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Guarantors Company or Grizzlyany of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, the Indenture and the Registration Rights Agreement, and the issuance and sale of the Notes and Guarantees and compliance with the terms and provisions hereof and thereof Offered Securities will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Guarantors Company or Grizzly any of its subsidiaries pursuant to to: (iA) the charter charter, by-laws or bylaws or similar organizational documents other applicable governing document of the Company, the Guarantors Company or Grizzlyany of its subsidiaries, (iiB) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Guarantors Company or Grizzly any of its subsidiaries or any of their properties, or (iiiC) any agreement or instrument to which the Company, the Guarantors Company or Grizzly any of its subsidiaries is a party or by which the Company, the Guarantors Company or Grizzly any of its subsidiaries is bound or to which any of the properties of the Company, the Guarantors Company or Grizzly any of its subsidiaries is subject, except except, in the case of clauses (iiB) and (iiiC), (i) as disclosed in the General Disclosure Package under the heading “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and (ii) for any such breaches, violations, defaults, liens, charges or encumbrances, which, individually or in the aggregate, encumbrances as would not result in have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Guarantors Company or Grizzlyany of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company and each of the Guarantors, as applicable, of the Indenture, this Agreement, the Indenture Registration Rights Agreements, the Joinder Agreements and the Registration Rights Joinders and compliance with the terms and provisions thereof, the consummation of the transactions herein and therein contemplated (including the use of proceeds from the sale of the Offered Securities, the Mergers and the entry into the Merger Agreement), the issuance and sale of the Offered Securities and the issuance of the Guarantees and compliance with the terms and provisions thereof, and the issuance and sale of the Notes Exchange Securities and Guarantees the related guarantees and compliance with the terms and provisions hereof and thereof will not not, in each case, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Guarantors Company or Grizzly any Guarantor pursuant to (i) the charter or bylaws by-laws or similar organizational documents of the Company, the Guarantors Company or Grizzlyany Guarantor, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Guarantors Company or Grizzly any Guarantor or any of their properties, properties or (iii) any agreement or instrument to which the Company, the Guarantors Company or Grizzly any Guarantor is a party or by which the Company, the Guarantors Company or Grizzly any Guarantor is bound or to which any of the properties of the Company, the Guarantors Company or Grizzly any Guarantor is subject, except in the case of clauses (ii) and (iii), for any such breaches, violations, defaults, liens, charges or encumbrances, whichencumbrances that would not, individually or in the aggregate, would not result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition Effect (it being understood that gives, or the representations and warranties of the Company and the Closing Date Guarantors in this paragraph (k) with respect to the giving Merger Date Guarantors are made to the knowledge of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Guarantors or GrizzlyCompany and each Closing Date Guarantor).

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, the Indenture with respect to the Offered Securities and the Registration Rights Agreement, this Agreement and the issuance and sale of the Notes and Guarantees Offered Securities and compliance with the terms and provisions hereof and thereof will not not, as applicable, result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the CompanyCompany or any of its subsidiaries pursuant to, the Guarantors or Grizzly pursuant to (i) the charter or bylaws by-laws or similar organizational documents of the Company, the Guarantors Company or Grizzlyany of its Significant Subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Guarantors Company or Grizzly any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company, the Guarantors Company or Grizzly any of its subsidiaries is a party or by which the Company, the Guarantors Company or Grizzly any of its subsidiaries is bound or to which any of the properties of the Company, the Guarantors Company or Grizzly any of its subsidiaries is subject, except in the case of clauses (ii) and (iii), for any breaches, violations, defaults, liens, charges or encumbrances, which, individually or in the aggregate, would not result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Guarantors Company or Grizzlyany of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, the Indenture and this Agreement by the Registration Rights Agreement, Company and the issuance and sale of the Notes Offered Securities and Guarantees Underlying Shares and compliance with the terms and provisions hereof and thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the CompanyCompany or any of its subsidiaries pursuant to, the Guarantors or Grizzly pursuant to (i) the charter or bylaws or similar organizational documents by-laws of the Company, the Guarantors Company or Grizzlyany of its Significant Subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Guarantors Company or Grizzly any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company, the Guarantors Company or Grizzly any of its subsidiaries is a party or by which the Company, the Guarantors Company or Grizzly any of its subsidiaries is bound or to which any of the properties of the Company, the Guarantors Company or Grizzly any of its subsidiaries is subject, except in the case of clauses (ii) and (iii), ) for any breachesbreach, violationsviolation, defaultsdefault, lienslien, charges charge or encumbrances, whichencumbrance for which waivers or consents have been obtained as of the Applicable Time or that would not reasonably be expected, individually or in the aggregate, would not result in to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Guarantors Company or Grizzlyany of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance by the Company of this Agreement, the Indenture and the Registration Rights Agreement, and the issuance and sale of the Notes and Guarantees and compliance with Offered Securities hereunder by the terms and provisions hereof and thereof Company will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Guarantors Company or Grizzly any of its subsidiaries pursuant to (iA) the charter or bylaws or similar organizational other constitutive documents of the Company, the Guarantors Company or Grizzlyany of its Significant Subsidiaries, (iiB) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, court having jurisdiction over the Company, the Guarantors Company or Grizzly any of its subsidiaries or any of their properties, or (iiiC) any agreement or instrument to which the Company, the Guarantors Company or Grizzly any of its subsidiaries is a party or by which the Company, the Guarantors Company or Grizzly any of its subsidiaries is bound or to which any of the properties of the Company, the Guarantors Company or Grizzly any of its subsidiaries is subject, subject except in the case cases of clauses (iiB) and (iiiC), for any such breaches, violations, defaults, Debt Repayment Triggering Events, liens, charges or encumbrances, which, individually or in the aggregate, encumbrances as would not result in be reasonably likely to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Guarantors Company or Grizzlyany of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, this Agreement, the Indenture Agreement and the Registration Rights Agreement, Agreement and the issuance and sale of the Notes and Guarantees Offered Securities and compliance with the terms and provisions hereof and thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, Company or the Guarantors or Grizzly pursuant to to, (i) the charter or bylaws by-laws or similar organizational documents of the Company, Company and the Guarantors or GrizzlyGuarantors, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, Company or the Guarantors or Grizzly or any of their properties, or (iii) any agreement or instrument to which either the Company, Company or the Guarantors or Grizzly is a party or by which the Company, Company or the Guarantors or Grizzly is bound or to which any of the properties of the Company, Company or the Guarantors or Grizzly is subject, except in the case of clauses (ii) and (iii), for any breaches, violations, defaults, liens, charges or encumbrances, which, individually or in the aggregate, would not result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, Company or the Guarantors or GrizzlyGuarantors.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreementthe Transaction Documents, the Indenture and the Registration Rights Agreement, and the issuance and sale of the Notes and Guarantees and compliance Offered Securities, the deposit of the Offered Shares with the terms Depositary against issuance of uncertificated ADSs evidenced by registration in the books of the Depositary, and provisions hereof and thereof the consummation of the transactions contemplated by the Transaction Documents will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, any Subsidiary or any Consolidated Affiliated Entity pursuant to, the Guarantors Memorandum and Articles of Association, the by-laws and other constitutive or Grizzly pursuant to (i) the charter or bylaws or similar organizational documents of the Company, the Guarantors any Subsidiary or Grizzlyany Consolidated Affiliated Entity, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Guarantors any Subsidiary or Grizzly any Consolidated Affiliated Entity or any of their respective properties, or (iii) any agreement or instrument to which the Company, the Guarantors any Subsidiary or Grizzly any Consolidated Affiliated Entity is a party or by which the Company, the Guarantors any Subsidiary or Grizzly any Consolidated Affiliated Entity is bound or to which any of the their respective properties of the Company, the Guarantors or Grizzly is subject, except in the case of clauses (ii) and (iii), for any breaches, violations, defaults, liens, charges or encumbrances, which, individually or in the aggregate, would not result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Guarantors any Subsidiary or Grizzlyany Consolidated Affiliated Entity.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture, this Agreement, the Indenture Agreement and the Registration Rights Agreement, and the issuance and sale of the Notes Offered Securities and Guarantees Guarantee and compliance with the terms and provisions hereof and thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Guarantors Guarantor or Grizzly any of their respective subsidiaries pursuant to (i) to, the charter or bylaws or similar organizational documents by-laws of the Company, the Guarantors Guarantor or Grizzlyany of their respective subsidiaries, (ii) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Guarantors Guarantor or Grizzly any of their respective subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company, the Guarantors Guarantor or Grizzly any of their respective subsidiaries is a party or by which the Company, the Guarantors Guarantor or Grizzly any of their respective subsidiaries is bound or to which any of the properties of the Company, the Guarantors Guarantor or Grizzly any of their respective subsidiaries is subject, except in where the case of clauses (ii) and (iii), for any breaches, violations, defaults, liens, charges or encumbrances, whichfailure to do so would not reasonably be expected to, individually or in the aggregate, would not result in have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Guarantors Guarantor or Grizzlyany of their respective subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture and this Agreement, the Indenture and the Registration Rights Agreement, and the issuance and sale of the Notes Offered Securities and the Guarantees and compliance with the terms and provisions hereof and thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, Parent or any of the Guarantors or Grizzly Subsidiaries pursuant to (i) the charter or bylaws or similar organizational documents by-laws of the Company, Parent or any of the Guarantors or GrizzlySubsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, Parent or any of the Guarantors or Grizzly Subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company, Parent or any of the Guarantors or Grizzly Subsidiaries is a party or by which the Company, Parent or any of the Guarantors or Grizzly Subsidiaries is bound or to which any of the properties of the Company, Parent or any of the Guarantors or Grizzly Subsidiaries is subject, except except, in the case of clauses (ii) and (iii)) above, for any such conflicts, breaches, violations, defaults, liens, charges or encumbrances, whichencumbrances that would not, individually or in the aggregate, would not result in have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s 's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, Parent or any of the Guarantors or GrizzlySubsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, the Indenture and the Registration Rights this Agreement, and the issuance and sale of the Notes and Guarantees Offered Securities and compliance with the terms and provisions hereof and thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Guarantors Company or Grizzly any of its subsidiaries pursuant to (i) the charter or bylaws or similar organizational documents by-laws of the CompanyCompany or the charter, by-laws or other organizational documents, as the Guarantors or Grizzlycase may be, of any of its subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Guarantors Company or Grizzly any of its subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company, the Guarantors Company or Grizzly any of its subsidiaries is a party or by which the Company, the Guarantors Company or Grizzly any of its subsidiaries is bound or to which any of the properties of the Company, the Guarantors Company or Grizzly any of its subsidiaries is subject, except except, in the case cause of clauses (ii) and (iii)) above, for any breachessuch conflict, violationsbreach, defaultsviolation, liensdefault, charges lien, charge or encumbrances, whichencumbrance that would not reasonably be expected, individually or in the aggregate, would not result in to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Guarantors Company or Grizzlyany of its subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, the Indenture and the Registration Rights Agreement, Deposit Agreement and the issuance and sale of the Notes and Guarantees and compliance with the terms and provisions hereof and thereof Offered Shares will not (i) conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the CompanyCompany or any of its Subsidiaries pursuant to, the Guarantors or Grizzly pursuant to (i) the charter or bylaws by-laws or similar organizational documents of the CompanyCompany or any of its Subsidiaries, the Guarantors or Grizzly, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Guarantors Company or Grizzly any of its Subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company, the Guarantors Company or Grizzly any of its Subsidiaries is a party or by which the Company, the Guarantors Company or Grizzly any of its Subsidiaries is bound or to which any of the properties of the Company, the Guarantors Company or Grizzly any of its Subsidiaries is subject, except (ii) result in any violation of the provisions of the articles of association, charter or by-laws or similar organizational documents of the Company or any of its Subsidiaries or (iii) result in the violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, over the Company, except, in the case of clauses (ii) and (iiii), for any breaches, violations, defaults, liens, charges such defaults or encumbrances, whichviolations that would not, individually or in the aggregate, would not result in a material adverse effect on the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its Subsidiaries taken as a whole (“Material Adverse Effect; a ”). A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Guarantors Company or Grizzlyany of its Subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The Neither the execution, delivery and performance of the Indenture, this Agreement, the Indenture Agreement and the Registration Rights Agreement, and nor the issuance and sale of the Notes Offered Securities and Guarantees and compliance with the terms and provisions hereof and thereof by the Company or the Guarantors, will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Guarantors or Grizzly any of their respective subsidiaries pursuant to (i) to, the charter or bylaws by-laws (or similar organizational documents documents) of the Company, the Guarantors or Grizzlyany of their respective subsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Guarantors or Grizzly any of their respective subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company, the Guarantors or Grizzly any of their respective subsidiaries is a party or by which the Company, the Guarantors or Grizzly any of their respective subsidiaries is bound or to which any of the properties of the Company, the Guarantors or Grizzly any of their respective subsidiaries is subject, except in the case of clauses (ii) and (iii), for any breaches, violations, defaults, liens, charges or encumbrances, which, individually or in the aggregate, would not result in a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness of the Company, the Guarantors or any of their respective subsidiaries (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Guarantors or Grizzlyany of their respective subsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture and this Agreement, the Indenture and the Registration Rights Agreement, and the issuance and sale of the Notes Offered Securities and the Guarantees and compliance with the terms and provisions hereof and thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, Parent or any of the Guarantors or Grizzly Subsidiaries pursuant to (i) the charter or bylaws or similar organizational documents by-laws of the Company, Parent or any of the Guarantors or GrizzlySubsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, Parent or any of the Guarantors or Grizzly Subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company, Parent or any of the Guarantors or Grizzly Subsidiaries is a party or by which the Company, Parent or any of the Guarantors or Grizzly Subsidiaries is bound or to which any of the properties of the Company, Parent or any of the Guarantors or Grizzly Subsidiaries is subject, except except, in the case of clauses (ii) and (iii)) above, for any such conflicts, breaches, violations, defaults, liens, charges or encumbrances, whichencumbrances that would not, individually or in the aggregate, would not result in have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, Parent or any of the Guarantors or GrizzlySubsidiaries.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement, the Indenture and the Registration Rights this Agreement, and the issuance and sale of the Notes and Guarantees Offered Securities and compliance with the terms and provisions hereof and thereof (i) will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) underunder any indenture, mortgage, deed of trust, loan agreement, lease or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Guarantors or Grizzly pursuant to (i) the charter or bylaws or similar organizational documents of the Company, the Guarantors or Grizzly, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, the Guarantors or Grizzly or any of their properties, or (iii) any other agreement or instrument to which the Company, Company or any of the Subsidiary Guarantors or Grizzly is a party or by which the Company, Company or any of the Subsidiary Guarantors or Grizzly is bound or to which any of the properties property or assets of the Company, Company or any of the Subsidiary Guarantors or Grizzly is subject, except (ii) will not result in any violation of the provisions of the charter or by-laws, limited liability company agreement, partnership agreement or similar organizational document of the Company or any of the Subsidiary Guarantors or (iii) will not violate any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Subsidiary Guarantors or any of their properties or assets; except, in the case of clauses (iii) and (iii)) above, for any breaches, violations, defaults, liens, charges or encumbrances, which, individually or in the aggregate, as would not result in reasonably be expected to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, Company or any the Guarantors or GrizzlySubsidiary Guarantors.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Indenture and this Agreement, the Indenture and the Registration Rights Agreement, and the issuance and sale of the Notes Offered Securities, any Underlying Shares and the Guarantees and compliance with the terms and provisions hereof and thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company, Parent or any of the Guarantors or Grizzly Subsidiaries pursuant to (i) the charter or bylaws or similar organizational documents by-laws of the Company, Parent or any of the Guarantors or GrizzlySubsidiaries, (ii) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company, Parent or any of the Guarantors or Grizzly Subsidiaries or any of their properties, or (iii) any agreement or instrument to which the Company, Parent or any of the Guarantors or Grizzly Subsidiaries is a party or by which the Company, Parent or any of the Guarantors or Grizzly Subsidiaries is bound or to which any of the properties of the Company, Parent or any of the Guarantors or Grizzly Subsidiaries is subject, except except, in the case of clauses (ii) and (iii)) above, for any such conflicts, breaches, violations, defaults, liens, charges or encumbrances, whichencumbrances that would not, individually or in the aggregate, would not result in have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, Parent or any of the Guarantors or GrizzlySubsidiaries.