No Conflicts; No Default. The Transactions (a) do not require any consent, exemption, authorization or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect or maintain the perfection or priority of the Liens created by the Security Documents and (iii) consents, approvals, exemptions, authorizations, registrations, filings, permits or actions the failure of which to obtain or perform could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate the Organizational Documents of any Company, (c) will not violate or result in a default or require any consent or approval under (x) any indenture, instrument, agreement, or other document binding upon any Company or its property or to which any Company or its property is subject, or give rise to a right thereunder to require any payment to be made by any Company, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect or (y) any Organizational Document, (d) will not violate any Legal Requirement in any material respect, and (e) will not result in the creation or imposition of any Lien on any property of any Company, except Liens created by the Security Documents. No Default or Event of Default has occurred and is continuing.
No Conflicts; No Default. The execution and delivery of this Agreement by Telesat IOM does not, and the performance by Telesat IOM of the obligations to be performed by it hereunder and the consummation by Telesat IOM of the transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the articles, by-laws or the comparable governing instruments of Telesat IOM; (ii) a material breach or violation of, a default under, the triggering of any payment or other material obligation pursuant to, the acceleration of (with or without the giving of notice or the lapse of time) any provision of any agreement to which Telesat IOM is party or may be bound, or create in any party the right to accelerate, terminate, modify or cancel, require any notice or give rise to a loss of any benefit under any such agreement; or (iii) a material breach or violation of any law or regulation to which Telesat IOM is subject.
No Conflicts; No Default. Neither the execution and delivery of this Agreement, the acquisition of the Mortgage Loans by the Company, the sale of the Mortgage Loans to the Purchaser or the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of the Company’s charter or by-laws or any legal restriction or any agreement or instrument to which the Company is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Company or its property is subject, or impair the ability of the Purchaser to realize on the Mortgage Loans, or impair the value of the Mortgage Loans. The Company is not in default, and has received no notice of default, under this Agreement;
No Conflicts; No Default. The execution and delivery of this Agreement by Loral Space does not, and the performance by Loral Space of the obligations to be performed by it hereunder and the consummation by Loral Space of the transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the articles, by-laws or the comparable governing instruments of Loral Space; (ii) a material breach or violation of, a default under, the triggering of any payment or other material obligation pursuant to, the acceleration of (with or without the giving of notice or the lapse of time) any provision of the Loral Agreements, or create in any party the right to accelerate, terminate, modify or cancel, require any notice or give rise to a loss of any benefit under the Loral Agreements; (iii) a material breach or violation of any law or regulation to which Loral Space is subject; (iv) any material and adverse change in the rights or obligations of Loral Space under any of the Loral Agreements, or under any permit or license; or (v) the creation of any lien or encumbrance on, or the forfeiture of any of the Loral Agreements.
No Conflicts; No Default. The execution and delivery of this Agreement by LCGC and Loral Space does not, and the performance by LCGC and Loral Space of the obligations to be performed by them hereunder and the consummation by LCGC and Loral Space of the transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the articles, by-laws or the comparable governing instruments of LCGC and Loral Space; (ii) a material breach or violation of, a default under, the triggering of any payment or other material obligation pursuant to, the acceleration of (with or without the giving of notice or the lapse of time) any provision of any Gateway Agreement, or create in any party the right to accelerate, terminate, modify or cancel, require any notice or give rise to a loss of any benefit under any Gateway Agreement; (iii) a material breach or violation of any law or regulation to which LCGC and Loral Space is subject; (iv) any material and adverse change in the rights or obligations of LCGC under any Gateway Agreement, or under any permit or license; or (v) the creation of any lien or encumbrance on, or the forfeiture of, any Gateway Agreement.
No Conflicts; No Default. The Transactions (a) do not require any consent, exemption, authorization or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate the Organizational Documents of any Loan Party, (c) will not violate or result in a default or require any consent or approval under (x) the Convertible Senior Note Documents or any other Material Agreement, or (y) any Organizational Document, (d) will not violate any Legal Requirement in any material respect, and (e) will not result in the creation or imposition of any Lien on any property of any Loan Party, except Liens created by the Collateral Documents. No Default or Event of Default has occurred and is continuing.
No Conflicts; No Default. The execution, delivery and performance by the Guarantor of this Guaranty (a) do not require any consent, exemption, authorization or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) do not require any approval of the Guarantor’s interest holders or any consent, exemption, authorization, approval or any other action by any person under any material agreement of the Guarantor, except (i) such as have been obtained or made and are in full force and effect and (ii) consents, approvals, exemptions, authorizations or actions the failure of which to obtain or perform could not reasonably be expected to result in a material adverse effect on the ability of the Guarantor to fully and timely perform any of its obligations under EXHIBIT F this Guaranty, (c) will not violate the Organizational Documents of the Guarantor, (d) will not violate or result in a default or require any consent or approval under any material indenture, instrument, agreement or other document binding upon the Guarantor or its property or to which the Guarantor or its property is subject, or give rise to a right thereunder to require any payment to be made by the Guarantor, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a material adverse effect on the ability of the Guarantor to fully and timely perform any of its obligations under this Guaranty and (e) will not violate any Legal Requirement, except for violations that could not reasonably be expected to result in a material adverse effect on the ability of the Guarantor to fully and timely perform any of its obligations under this Guaranty.
No Conflicts; No Default. To the best knowledge of the District, the issuance of the Bonds, and the execution, delivery and performance of this Purchase Agreement, the Bond Resolution, the Continuing Disclosure Certificate and the Bonds, and the compliance with the provisions hereof and thereof, do not conflict with or constitute on the part of the District a violation of or material default under the Constitution of the State of California or any existing law, charter, ordinance, regulation, decree, order or resolution and do not conflict with or result in a violation or breach of, or constitute a material default under, any agreement, indenture, mortgage, lease or other instrument to which the District is a party or by which it is bound or to which it is subject. The District is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party or to which the District is or any of its property or assets are otherwise subject, in any material respect, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a default or event of default by the District under any of the foregoing; and the execution and delivery of the Bonds, this Purchase Agreement and the Continuing Disclosure Agreement and the adoption of the Bond Resolution and compliance with the provisions on the District's part contained herein and therein, will not conflict with or constitute a breach of or default under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the District is a party or to which the District is or to which any of its property or assets are otherwise subject nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the District to be pledged to secure the Bonds or under the terms of any such law, regulation or instrument, except as provided by the Bonds and the Bond Resolution.
No Conflicts; No Default. The Transactions, the execution, delivery and performance of this Agreement and the other Loan Documents, the borrowings hereunder and the use of the proceeds thereof do not violate any Legal Requirement or any material Contractual Obligation of any Company and do not result in, or require, the creation or imposition of (or the obligation to create or impose) any Lien on any of their respective properties or revenues pursuant to any Legal Requirement or any such material Contractual Obligation (other than (i) the Liens created by the Security Documents, (ii) Liens created by the Second Lien Notes Security Documents and/or the Permitted Refinancing Second Lien Notes Security Documents and (iii) immaterial Liens that are otherwise Permitted Liens). No Default has occurred and is continuing.
No Conflicts; No Default. The execution, delivery and performance by the Borrower of the Loan Documents to which they are a party will not (a) violate any provision of any law, statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect having applicability to the Borrower except to the extent that the failure to comply therewith could not, in the aggregate, have a material adverse effect on the business, operations, property or financial or other condition of the Borrower taken as a whole, or could not materially adversely effect the ability of the Borrower to perform its obligations under this Agreement, (b) violate or contravene any provisions of the organizational documents or by-laws of the Borrower, or (c) result in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which the Borrower is a party or by which such entity or any of such entity's properties may be bound or result in the creation of any Lien on any asset of the Borrower. The Borrower is not in default under or in violation of any such law, statute, rule or regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, loan or credit agreement or other agreement, lease or instrument in any case in which the consequences of such default or violation could constitute an Adverse Event.
