Common use of Conflicts; Defaults Clause in Contracts

Conflicts; Defaults. The execution and delivery of this Agreement and the other agreements and instruments contemplated hereby by the Borrower Parties do not, and the performance of the Borrower Parties' obligations hereunder and thereunder and the consummation by the Borrower Parties of the transactions contemplated hereby (the "TRANSACTIONS") will not: (i) violate, conflict with or constitute a breach or default under the certificate of incorporation or bylaws or equivalent organizational document of any Borrower Party; (ii) require any authorization, approval, consent, registration, declaration or filing with, from or to any Governmental Authority; (iii) violate any Applicable Law; (iv) result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of any Borrower Party or their Subsidiaries (other than as contemplated hereby); or (v) after giving effect to the satisfaction of the condition set forth in Section 2.1(f) of the Loan Agreement, conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any third party the right to terminate, cancel or accelerate any obligation under, any contract, agreement, note, bond, guarantee, deed of trust, loan agreement, mortgage, license, lease, indenture, instrument, order, arbitration award, judgment or decree to which any Borrower Party is a party or by which any Borrower Party is bound. There is no pending or, to the Knowledge of the Borrower Parties, threatened action, suit, claim, proceeding, inquiry or investigation before or by any Governmental Authority against or affecting any Borrower Party or their Subsidiaries, involving or seeking to restrain or prevent the consummation of the Transactions.

Conflicts; Defaults. The execution and delivery of this Agreement and the other agreements and instruments contemplated hereby by the Borrower Parties do not, and the performance of the Borrower Parties' obligations hereunder and thereunder and the consummation by the Borrower Parties of the transactions contemplated hereby (the "TRANSACTIONS") will not: (i) violate, conflict with or constitute a breach or default under the certificate of incorporation or bylaws or equivalent organizational document of any Borrower Party; (ii) require any authorization, approval, consent, registration, declaration or filing withwith (other than a report on Form 8-K and a filing of a Form D), from or to any Governmental Authority; (iii) violate any Applicable Law; (iv) result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of any Borrower Party or their Subsidiaries (other than as contemplated hereby); or (v) after giving effect to the satisfaction of the condition set forth in Section 2.1(f) of the Loan Agreement), conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any third party the right to terminate, cancel or accelerate any obligation under, any contract, agreement, note, bond, guarantee, deed of trust, loan agreement, mortgage, license, lease, indenture, instrument, order, arbitration award, judgment or decree to which any Borrower Party is a party or by which any Borrower Party is bound. There is no pending or, to the Knowledge of the Borrower Parties, threatened action, suit, claim, proceeding, inquiry or investigation before or by any Governmental Authority against or affecting any Borrower Party or their Subsidiaries, involving or seeking to restrain or prevent the consummation of the Transactions.

Conflicts; Defaults. The execution and delivery of this Agreement and the other agreements and instruments contemplated hereby executed or to be executed in connection herewith by the Borrower Parties Purchaser do not, and the performance by Purchaser of the Borrower Parties' its obligations hereunder and thereunder and the consummation by the Borrower Parties Purchaser of the transactions contemplated hereby (the "TRANSACTIONS") or thereby, will not: not (i) violate, conflict with with, or constitute a breach or default under any of the certificate terms of incorporation Purchaser’s Articles of Organization or bylaws or equivalent organizational document of any Borrower PartyRegulations; (ii) violate or require any authorization, approval, consentconsent or other action by, or registration, declaration or filing withwith or notice to, from any Governmental Authority pursuant to any law, statute, judgment, decree, injunction, order, writ, rule or to regulation of any Governmental Authority; or (iii) violate any Applicable Law; (iv) result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of any Borrower Party or their Subsidiaries (other than as contemplated hereby); or (v) after giving effect to the satisfaction of the condition set forth in Section 2.1(f) of the Loan Agreement, conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any third party the right to terminate, cancel or accelerate any obligation under, any contract, agreement, note, bond, guarantee, deed of trust, loan agreement, mortgage, license, lease, indenture, instrument, order, arbitration award, judgment or decree to which any Borrower Party Purchaser is a party or by which Purchaser or any Borrower Party is boundof its assets or properties are bound or affected. There is no pending or, to the Knowledge best knowledge of the Borrower PartiesPurchaser, threatened action, suit, claim, proceeding, inquiry or investigation before or by any Governmental Authority against or affecting any Borrower Party or their SubsidiariesAuthorities, involving or seeking to restrain or prevent the consummation of the Transactionstransactions contemplated by this Agreement or that might reasonably be expected to affect the right of Purchaser to purchase the Acquired Assets.

Conflicts; Defaults. The execution and delivery of this Agreement and the other agreements and instruments contemplated hereby executed or to be executed in connection herewith by the Borrower Parties Purchaser do not, and the performance by Purchaser of the Borrower Parties' its obligations hereunder and thereunder and the consummation by the Borrower Parties Purchaser of the transactions contemplated hereby (the "TRANSACTIONS") or thereby, will not: not (i) violate, conflict with with, or constitute a breach or default under any of the certificate terms of incorporation Purchaser's Articles of Incorporation or bylaws or equivalent organizational document of any Borrower PartyBylaws; (ii) violate or require any authorization, approval, consentconsent or other action by, or registration, declaration or filing withwith or notice to, from any Governmental Authority pursuant to any law, statute, judgment, decree, injunction, order, writ, rule or to regulation of any Governmental Authority; or (iii) violate any Applicable Law; (iv) result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of any Borrower Party or their Subsidiaries (other than as contemplated hereby); or (v) after giving effect to the satisfaction of the condition set forth in Section 2.1(f) of the Loan Agreement, conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any third party the right to terminate, cancel or accelerate any obligation under, any contract, agreement, note, bond, guarantee, deed of trust, loan agreement, mortgage, license, lease, indenture, instrument, order, arbitration award, judgment or decree to which any Borrower Party Purchaser is a party or by which Purchaser or any Borrower Party is boundof its assets or properties are bound or affected. There is no pending or, to the Knowledge best knowledge of the Borrower PartiesPurchaser, threatened action, suit, claim, proceeding, inquiry or investigation before or by any Governmental Authority against or affecting any Borrower Party or their SubsidiariesAuthorities, involving or seeking to restrain or prevent the consummation of the Transactionstransactions contemplated by this Agreement or that might reasonably be expected to affect the right of Purchaser to purchase the Acquired Assets.