No Conflict; Governmental Approvals. The execution, delivery, and performance of this Agreement and each of the Loan Documents will not (i) conflict with, violate or result in a breach of any provision of any applicable law, rule, regulation, judgment, decree, order, instrument or other agreement, (ii) conflict with or result in a breach of any provision of the certificate of incorporation, by-laws, partnership agreement, operating agreement or charter (as applicable) of Borrower. No authorization, permit, consent or approval of or other action by, and no filing, registration or declaration with, any governmental authority or regulatory body is required to be obtained or made by Borrower for the due execution, delivery and performance of this Agreement or any of the Loan Documents, except such as have been duly obtained or made prior to the Closing Date and which are in full force and effect as of the Closing Date (copies of which have been delivered to Lender on or before the Closing Date).
No Conflict; Governmental Approvals. The consummation of the Related Transactions does not and will not violate or conflict with any laws, rules, regulations or orders of any Governmental Authority or violate, conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any Contractual Obligation or organizational documents of Holdings or any of its Subsidiaries except if such violations, conflicts, breaches or defaults have not had and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance by Holdings and Borrower of this Agreement, and by each Credit Party of the other Loan Documents to which it is a party do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority or any other Person except those as have been obtained or made and are in full force and effect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
No Conflict; Governmental Approvals. The execution, delivery, and performance of this Agreement and each of the Loan Documents will not (i) conflict with, violate, constitute a default under, or result in a breach of any provision of any applicable law, rule, regulation, judgment, decree, order, instrument or other agreement, or (ii) conflict with or result in a breach of any provision of the certificate of incorporation or by-laws of the Borrower. No authorization, permit, consent or approval of or other action by, and no filing, registration or declaration with, any governmental authority or regulatory body is required to be obtained or made by the Borrower for the due execution, delivery and performance of this Agreement or any of the Loan Documents, except such as have been duly obtained or made prior to the date of this Agreement and are in full force and effect as of the date of this Agreement (copies of which have been delivered to the Bank).
No Conflict; Governmental Approvals. The execution, delivery, and performance of this Agreement and each of the Loan Documents will not (a) conflict with, violate, constitute a default under, or result in a breach of any material provision of any applicable law, rule, regulation, judgment, decree, order, instrument or other agreement, or (b) conflict with or result in a breach of any provision of the articles or certificate of incorporation or bylaws, or regulations if the Obligor is a corporation, its partnership agreement if the Obligor is a partnership, or its other organizational documents as applicable; or (c) upon receipt of the consent of Xxxxx Fargo Bank, National Association, result in a default or violation of any indenture, mortgage, deed of trust, franchise, permit, contract, agreement or other instrument to which it is a party or by which it is bound. No authorization, permit, consent or approval of or other action by, and no filing, registration or declaration with, any governmental authority or regulatory body is required to be obtained or made by any Obligor for the due execution, delivery and performance of this Agreement or any of the Loan Documents, (other than filings to perfect the security granted by it) except such as have been duly obtained or made prior to the Closing Date and are in full force and effect as of the Closing Date (copies of which have been delivered to the Bank on or before the Closing Date). The consummation of this Agreement and the other Loan Documents and the transactions set forth herein will not result on any such default or violation or Event of Default.
No Conflict; Governmental Approvals. The execution, delivery, and performance of this Agreement and each of the Loan Documents by the Borrower or any Subsidiary will not (a) conflict with, violate, constitute a default under, or result in a breach of any provision of any applicable law, rule, regulation, judgment, decree, order, instrument or other agreement which affects the Borrower or any Subsidiary, or (b) conflict with or result in a breach of any provision of the articles of incorporation, by-laws and other organizational documents of the Borrower or any Subsidiary. No authorization, permit, consent or approval of or other action by, and no filing, registration or declaration with, any Governmental Authority or regulatory body is required to be obtained or made by the Borrower or any Subsidiary for the due execution, delivery and performance of this Agreement or any of the Loan Documents, except such as have been duly obtained or made prior to the Closing Date and are in full force and effect as of the Closing Date (copies of which have been delivered to the Administrative Agent on or before the Closing Date).
No Conflict; Governmental Approvals. (a) Assuming that all Approvals described on Schedule 4.4 have been obtained and all filings and notifications listed on Schedule 4.4 have been made, the execution, delivery and performance of this Agreement by Company do not and will not (i) violate, conflict with or result in the breach of any provision of the Charter Documents of Company or any of its Subsidiaries, (ii) conflict with or violate in any respect any Order or Legal Requirement applicable to Company or any of its Subsidiaries, or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the Assets pursuant to, any note, bond, mortgage, indenture, license, permit, lease, sublease or other Contract to which Company or any of its Subsidiaries is a party or by which any of such assets or properties is bound or affected, other than in the case of clauses (ii) and (iii), such violations, conflicts, breaches, defaults, terminations, cancellations or Encumbrances that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company or any of its Subsidiaries.
No Conflict; Governmental Approvals. The consummation of the Related Transactions, and the execution, delivery and performance by Borrower or any Guarantor of any Bank Product Documents, does not and will not violate or conflict with any laws, rules, regulations or orders of any Governmental Authority or violate, conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any Contractual Obligation or organizational documents of Holdings or any of its Subsidiaries except if such violations, conflicts, breaches or defaults have not had and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The execution, delivery and performance by Holdings and Borrower of this Agreement, and by each Credit Party of the other Loan Documents or Bank Product Documents to which it is a party do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority or any other Person except those as have been obtained or made and are in full force and effect or where the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
No Conflict; Governmental Approvals. (A) Neither the execution and delivery by Acquiror and the Merger Subs of this Agreement nor the consummation by Acquiror and the Merger Subs of the transactions contemplated hereby does or will (1) conflict with or violate any provision of the organizational documents of Acquiror, any Merger Sub or any of their Subsidiaries, (2) conflict with, violate, or constitute a breach of or default under, or result in the creation of a lien on any assets of Acquiror, any Merger Sub or any of their Subsidiaries pursuant to, or result in the acceleration or termination of, or result in a material increase in payment obligations under, with or without notice or lapse of time or both, any material instrument, contract, commitment, agreement or arrangement to which Acquiror or any Merger Sub is a party or by which it is bound, or (3) conflict with or violate any applicable provision of any applicable Law or any decision, judgment, order or decree of any court or other Governmental Authority currently in effect to which Acquiror, any Merger Sub or any of their Subsidiaries is subject, except, in each case in clauses (2) — (3) above, any violation, conflict or other circumstance that does not have or would not be reasonably likely to have, individually or in the aggregate, an Acquiror Material Adverse Effect.
No Conflict; Governmental Approvals. The execution, delivery, and performance of this Financing Agreement and each of the Loan Documents will not (i) conflict with, violate, constitute a default under, or result in a breach of any provision of any applicable law, rule, regulation, judgment, decree or order, or (ii) conflict with or result in a breach of any provision of the certificate of incorporation or by-laws of such Company. No authorization, permit, consent or approval of or other action by, and no filing, registration or declaration with, any governmental authority or regulatory body is required to be obtained or made by any Company for the due execution, delivery and performance of this Financing Agreement or any of the Loan Documents, except such as have been duly obtained or made prior to the date hereof.
No Conflict; Governmental Approvals. 19 3.4 Financial and Other Information Regarding Borrowers...........................................19 3.5 Taxes.........................................................................................20 3.6
