Common use of No Conflict; Material Agreements; Consents Clause in Contracts

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them (a) will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of any Loan Party (ii) any Law, (iii) except as would not reasonably be expected to result in a Material Adverse Change, any material agreement or instrument, or (iv) order, writ, judgment, injunction or decree to which any Loan Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subject, or (b) result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any Loan Party or any of its Subsidiaries (other than Liens granted under the Loan Documents). None of the Loan Parties or their Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could reasonably be expected to result in a Material Adverse Change. No consent, approval, exemption, order or authorization of, or a registration or filing with, any Official Body or any other Person is required by any Law or any agreement in connection with the execution, delivery and carrying out of this Agreement and the other Loan Documents, other than those which have been obtained, and except for the filing and recording of financing statements and other documents necessary in order to perfect the Liens created by the Collateral Documents.

Appears in 2 contracts

Samples: Credit Agreement (Helios Technologies, Inc.), Credit Agreement (Helios Technologies, Inc.)

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No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them (a) will conflict with, constitute a default under or result in any breach of (ia) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of any Loan Party or (iib) any Law, (iii) except as would not reasonably be expected to result in a Material Adverse Change, material Law or any material agreement or instrument, instrument or (iv) order, writ, judgment, injunction or decree to which any Loan Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subjectsubject or by which it is affected, or (bc) result in the creation or enforcement of any Lien, charge or encumbrance Lien whatsoever upon any property (now or hereafter acquired) of any Loan Party or any of its Subsidiaries (other than Liens granted under the Loan Documents and otherwise permitted under the Loan Documents). None There is no default under such material agreement (referred to above) and none of the Loan Parties or their Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could would reasonably be expected likely to result in a Material Adverse Change. No consent, approval, exemption, order or authorization of, or a registration or filing with, or notice to, any Official Body or any other Person is required by any Law or any agreement in connection with the execution, delivery and carrying out performance by, or enforcement against, any Loan Party of this Agreement and the other Loan Documents, other than those which have Documents except such as has been obtained, and except for the filing and recording of financing statements and other documents necessary in order to perfect the Liens created by the Collateral Documentsobtained or issued.

Appears in 1 contract

Samples: Credit Agreement (Richardson Electronics, Ltd.)

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Financing Documents by any Loan Party Obligor nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will (a) will conflict with, constitute a default under contravene or result in breach any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of any Loan Party (ii) any LawObligor, (iiib) except as would not reasonably be expected contravene or violate any Law to which any Obligor or any of its Subsidiaries is subject or (c) constitute a default under or result in a Material Adverse Change, breach of any material agreement or instrument, instrument or (iv) order, writ, judgment, injunction or decree to which any Loan Party Obligor or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subject, or (b) result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any Loan Party Obligor or any of its Subsidiaries Subsidiaries. There is no default under such material agreement (other than Liens granted under the Loan Documents). None referred to above) and none of the Loan Parties Obligors or their Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could reasonably be expected to result in have a Material Adverse ChangeEffect. No consent, approval, exemption, order or authorization of, or a registration or filing with, any Official Body Governmental Authority or any other Person is required by any Law or any agreement in connection with the execution, delivery and carrying out of this Agreement and the other Loan Financing Documents, other than those which have been obtained, obtained and except for the filing in full force and recording of financing statements and other documents necessary in order to perfect the Liens created by the Collateral Documentseffect. 6.5.

Appears in 1 contract

Samples: Note Purchase Agreement

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them (a) will conflict with, constitute a default under or result in any breach of (ia) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of any Loan Party or (iib) any Law, (iii) except as would not reasonably be expected to result in a Material Adverse Change, Law or any material agreement or instrument, instrument or (iv) order, writ, judgment, injunction or decree to which any Loan Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subjectsubject or by which it is affected, or (b) result in the creation or enforcement of any Lien, charge or encumbrance Lien whatsoever upon any property (now or hereafter acquired) of any Loan Party or any of its Subsidiaries (other than Liens granted under the Loan Documents), except, in the case of this clause (b), where such conflict, default or breach, or the creation or enforcement of any Lien, would not reasonably be expected to constitute a Material Adverse Effect. None To the knowledge of the Borrower (after due inquiry), there is no default under such material agreement (referred to above) and none of the Loan Parties or their Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could would reasonably be expected likely to result in a Material Adverse ChangeEffect. No consent, approval, exemption, order or authorization of, or a registration or filing with, with any Official Body or any other Person is required by any Law or any agreement in connection with the execution, delivery and carrying out performance by, or enforcement against, any Loan Party of this Agreement and the other Loan Documents, other than those which have Documents except such as has been obtained, and except for the filing and recording of financing statements and other documents necessary in order to perfect the Liens created by the Collateral Documentsobtained or issued.

Appears in 1 contract

Samples: Credit Agreement (Peabody Energy Corp)

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No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Agreement or the other Loan Documents by any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them (a) will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of any Loan Party or (ii) any LawLaw or any agreement or instrument which the Borrower is required to file pursuant to Item 601 of Regulation S-K of the Securities Act of 1933, (iii) except as would not reasonably be expected to result in a Material Adverse Changeamended, or any material agreement or instrument, or (iv) order, writ, judgment, injunction or decree to which any Loan Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subject, or (b) result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any Loan Party or any of its Subsidiaries (other than Liens granted under the Loan Documents). None There is no default under such agreement or instrument (referred to above) and none of the Loan Parties or their Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization organizational document, or any requirement of Law Law, in each case, which could reasonably be expected to result in constitutes a Material Adverse Change. No Except for filings and recordings contemplated by the Loan Documents and filings required by the SEC, no consent, approval, exemption, order or authorization of, or a registration or filing with, any Official Body or any other Person is required by any Law or any agreement in connection with the execution, delivery and carrying out of this Agreement and the other Loan Documents, other than those which have been obtained, and except for the filing and recording of financing statements and other documents necessary in order to perfect the Liens created by the Collateral Documents.

Appears in 1 contract

Samples: Credit Agreement (Black Box Corp)

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