Common use of Nitram Acquisition Clause in Contracts

Nitram Acquisition. (a) As of the Effective Date, Borrowers have furnished Agent with true, correct and complete copies of all Nitram Acquisition Documents. Borrowers, and to Borrowers’ knowledge, each other party to the Nitram Acquisition Documents, has taken all necessary corporate action to authorize the execution, delivery and performance of each Nitram Acquisition Document to which such Person is a party. (b) Each Credit Party has complied with all applicable federal, state and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation of the Nitram Acquisition and all other transactions contemplated by the Nitram Acquisition Documents, and all applicable waiting periods with respect to the transactions contemplated by the Nitram Acquisition Documents have expired without any action being taken by any competent Governmental Authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required in connection with the execution, delivery and performance by any Credit Party, and to Borrowers’ knowledge, each other party to the Nitram Acquisition Documents to which such Credit Party or such other Person is a party, have been obtained and will be in full force and effect except to the extent that the failure to obtain would not have a Material Adverse Effect, and, to the knowledge of Borrowers, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance of the Nitram Acquisition Documents, and the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, agreement, instrument or undertaking, or any judgment, order or decree, to which such Credit Party is a party or by which it or its properties are bound, or, to Borrowers’ knowledge, to which any other party to the Nitram Acquisition Documents is a party or by which any such party is bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect. (e) No Credit Party has granted a collateral assignment of, or a security interest over the Nitram Acquisition Documents (other than in favor of Agent for the benefit of the Lenders) and no Credit Party has sold, transferred or assigned any Nitram Acquisition Document to any Person (other than to or in favor of Agent). (f) No Nitram Acquisition Document to which any Credit Party is a party has been modified, amended, altered or changed in any manner except in compliance with Section 8.13 of this Agreement, and there are no unwaived defaults existing under the Nitram Acquisition Documents by any Credit Party that is a party thereto, or, to the best of the knowledge of any Credit Party, by any other party thereto.

Nitram Acquisition. (a) As of the Effective Closing Date, Borrowers have furnished Agent Lenders with true, correct and complete copies of all Nitram Acquisition Documents. Borrowers, and to Borrowers’ knowledge, each other party to the Nitram Acquisition Documents, has taken all necessary corporate action to authorize the execution, delivery and performance of each Nitram Acquisition Document to which such Person is a party. (b) Each Credit Party has complied with all applicable federal, state and local laws, ordinances, codes, rules, regulations and guidelines (including consent decrees and administrative orders) relating to the consummation of the Nitram Acquisition and all other transactions contemplated by the Nitram Acquisition Documents, and all applicable waiting periods with respect to the transactions contemplated by the Nitram Acquisition Documents have expired without any action being taken by any competent Governmental Authority which restrains, prevents or imposes material adverse conditions upon the consummation of such transactions. (c) All necessary authorization, consent, approval, license, qualification or formal exemption from, and all necessary filing, declaration or registration with, any court, governmental agency or regulatory authority or any securities exchange or any other Person (whether or not governmental, and including without limit any shareholder, partner or member of an applicable party) required in connection with the execution, delivery and performance by any Credit Party, and to Borrowers’ knowledge, each other party to the Nitram Acquisition Documents to which such Credit Party or such other Person is a party, have been obtained and will be in full force and effect except to the extent that the failure to obtain would not have a Material Adverse Effect, and, to the knowledge of Borrowers, are not the subject of any attack or threatened attack (in each case in any material respect) by appeal or direct proceeding or otherwise. (d) The execution, delivery and performance of the Nitram Acquisition Documents, and the consummation of the transactions contemplated thereby, are not in contravention of the terms of any indenture, agreement, instrument or undertaking, or any judgment, order or decree, to which such Credit Party is a party or by which it or its properties are bound, or, to Borrowers’ knowledge, to which any other party to the Nitram Acquisition Documents is a party or by which any such party is bound, except, in each case, where such contravention could not reasonably be expected to have a Material Adverse Effect. (e) No Credit Party has granted a collateral assignment of, or a security interest over the Nitram Acquisition Documents (other than in favor of Agent for Lenders and the benefit of the Senior Lenders) and no Credit Party has sold, transferred or assigned any Nitram Acquisition Document to any Person (other than to or in favor of AgentLenders). (f) No Nitram Acquisition Document to which any Credit Party is a party has been modified, amended, altered or changed in any manner except in compliance with Section 8.13 of this Agreement, and there are no unwaived defaults existing under the Nitram Acquisition Documents by any Credit Party that is a party thereto, or, to the best of the knowledge of any Credit Party, by any other party thereto.