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

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Guaranty or the other Loan Documents by any Guarantor party thereto 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 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 Guarantor, or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which any Guarantor is a party or by which it is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any Guarantor (other than Liens granted under such Loan Documents). 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 performance of this Guaranty and the other Loan Documents to which each Guarantor is a party except (A) for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral Agent for filing and/or recordation, as of the Closing Date, (B) for those approvals, consents, exemptions, registrations, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and (C) with respect carrying out only, approvals, consents, exemptions, registrations, authorizations, actions, notices and filings, which are not material to the operation of the Guarantors or the rights of the Collateral Agent, the Issuing Lender or the Lenders.

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Guaranty Agreement or the other Loan Documents by any Guarantor party thereto the Borrower or the Attorney-in- Fact, 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 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 agreement, certificate of authority to transact insurance, Subscriber’s Agreements or other organizational documents of any Guarantor, the Borrower or the Attorney-in-Fact or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which the Borrower or the Attorney-in-Fact or any Guarantor of their respective Subsidiaries is a party or by which it the Borrower or the Attorney-in-Fact or any of their respective Subsidiaries is bound or to which it the Borrower or the Attorney-in-Fact is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of the Borrower or the Attorney-in-Fact or any Guarantor of their respective Subsidiaries (other than Liens granted under such the Loan Documents). There is no default under such material agreement of the Borrower (referred to above) and neither the Borrower nor any of its 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 Applicable Insurance Regulatory Authority or any other Official Body or any other Person is required by any Law or any agreement in connection with the execution, delivery and performance carrying out of this Guaranty Agreement and the other Loan Documents to which each Guarantor is a party except (A) for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral Agent for filing and/or recordation, as of the Closing Date, (B) for those approvals, consents, exemptions, registrations, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and (C) with respect carrying out only, approvals, consents, exemptions, registrations, authorizations, actions, notices and filings, which are not material to the operation of the Guarantors or the rights of the Collateral Agent, the Issuing Lender or the LendersDocuments.

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Guaranty Agreement or the other Loan Documents by any Guarantor party thereto 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 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 Guarantor, Loan Party or (iib) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which any Guarantor Loan Party is a party or by which it is bound or to which it is subjectsubject or by which it is affected, or result in the creation or enforcement of any Lien, charge or encumbrance Lien whatsoever upon any property (now or hereafter acquired) of any Guarantor Loan Party (other than Liens granted under such the Loan Documents) except, in each case referred to in clause (b), where such breach or violation, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Change. 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, in each case which would reasonably be 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 performance by, or enforcement against, any Loan Party of this Guaranty Agreement and the other Loan Documents except such as has been obtained or issued or filings required to which each Guarantor is a party except (A) for filings and recordings with respect to perfect security interests granted in the Collateral to be made, or otherwise delivered to the Collateral Agent for filing and/or recordation, as of the Closing Date, (B) for those approvals, consents, exemptions, registrations, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and (C) with respect carrying out only, approvals, consents, exemptions, registrations, authorizations, actions, notices and filings, which are not material to the operation of the Guarantors or the rights of the Collateral Agent, the Issuing Lender or the LendersLoan Documents.

No Conflict; Material Agreements; Consents. Neither the execution and delivery of this Guaranty Agreement or the other Loan Documents by any Guarantor party thereto 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 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 Guarantor, Loan Party or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which any Guarantor Loan Party is a party or by which it is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any Guarantor Loan Party (other than Liens granted under such the Loan Documents). 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 performance of this Guaranty Agreement and the other Loan Documents to which each Guarantor is a party except (Aa) for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral Agent for filing and/or recordation, as of the Closing Date, (Bb) for those approvals, consents, exemptions, registrations, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and (Cc) with respect carrying out only, approvals, consents, exemptions, registrations, authorizations, actions, notices and filings, which are not material to the operation of the Guarantors Loan Parties or the rights of the Collateral AgentAgent , the Issuing Lender or the Lenders.