No Conflicts with Agreements, Etc. Neither the execution and delivery of this Agreement nor the fulfillment of or compliance with the terms and provisions hereof, nor the transfer of the Shares, will conflict with, or result in a breach or violation of any of the terms, conditions or provisions of, or constitute a default under, any contract, agreement, mortgage, indenture, lease, instrument, order, judgment, statute, law, rule or regulation to which the Party is subject.
No Conflicts with Agreements, Etc. Neither the execution and ---------------------------------- delivery of this Agreement, the Notes or any other Loan Document nor the fulfillment of or compliance with the terms and provisions hereof or thereof, will conflict with, or result in a breach or violation of any of the terms, conditions or provisions of, or constitute a default under, the charter or by- laws of Borrower or any contract, agreement, mortgage, indenture, lease, instrument, Order, statute, law, rule or regulation to which any of them or any of their respective assets is subject, or (except pursuant to the Loan Documents) result in the creation of any Lien on any Properties of Borrower and each of its Subsidiaries, which conflict, breach, violations, defaults or Liens, could reasonably be expected to have a Material Adverse Effect, or require for its validity any authorization, consent, approval, exemption or other action by or notice to any Governmental Body or any of the equity holders of any of them, except for such authorizations, consents, approvals, exemptions or other actions as have been taken or obtained prior to or on the Closing Date and are in full force and effect on such date. Neither Borrower nor any of its Subsidiaries is in violation of, or in default under, any (i) Order, law or administrative regulation binding upon it or any of its Properties or (ii) any contract, mortgage, indenture, lease, instrument or agreement binding upon it or any of its Properties, which breach, conflict, violation or default could reasonably be expected to have, individually or in the aggregate with all other such breaches, conflicts, violations and defaults, a Material Adverse Effect.
No Conflicts with Agreements, Etc. Neither the execution and delivery by the Borrower and its Subsidiaries of this Agreement, the Notes or any of the other Loan Documents to which it is a party, nor the offering, issuance and sale of the Loans and the Warrants by the Borrower, nor the fulfillment of, or compliance by, any Person with the respective terms, conditions and provisions hereof or thereof, nor the consummation of the Transactions, will conflict with, or result in a breach or violation of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any Lien (other than Liens created pursuant to the Loan Documents) on any Properties or assets of the Borrower or any of its Subsidiaries pursuant to, (i) the Organizational Documents of the Borrower and its Subsidiaries, (ii) any Material Contract to which the Borrower or any such Subsidiary is a party or by which the Borrower or any such Subsidiary is bound or to which the Borrower or any such Subsidiary or any of its respective assets are subject or (iii) any Statute or Order to which the Borrower or any such Subsidiary or any of their respective assets are subject.
No Conflicts with Agreements, Etc. Neither the execution and delivery by any Credit Party of this Agreement, the Notes, the Warrants or any of the other Transaction Documents, nor the offering, issuance and sale of the Notes and Warrants nor the fulfillment of or compliance by any Credit Party with the respective terms and provisions hereof or thereof, will conflict with, or result in a breach or violation of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any Lien (other than Permitted Liens) on any Properties or assets of any Credit Party pursuant to, (i) its charter or by-laws, (ii) any Material Contract or, except as set forth on Schedule 4.7, any other contract, agreement, mortgage, indenture, lease or instrument to which it is a party or by which it is bound or to which any of its assets are subject, which could reasonably be expected to have a Material Adverse Effect, or (iii) any Statute or Order to which it or any of its assets are subject.
No Conflicts with Agreements, Etc. Neither the execution and delivery by the Company or any Subsidiary of any Financing Document to which it is a party, nor the fulfillment of, or compliance with, the terms and provisions of the Amended Note Purchase Agreement, the Notes, the Security Documents, or any of the Financing Documents, will conflict with, or result in a breach or violation of any term, condition or provision of, or constitute a default under, or result in the creation of any Lien on any Property of the Company or such Subsidiary pursuant to its charter or by-laws or operating agreement, or any contract, agreement, mortgage, indenture, lease or instrument to which it is a party or by which it is bound or to which it or any of its Property is subject, or any order, statute, law, rule or regulation to which it or any of its Property is subject.
No Conflicts with Agreements, Etc. Neither the execution and delivery by the Company or any Restricted Subsidiary of any Financing Document to which it is a party, nor the fulfillment of, or compliance with, the terms and provisions of any Financing Document, the Amended Note Purchase Agreement or the Amended Notes, will conflict with, or result in a breach or violation of any term, condition or provision of, or constitute a default under, or result in the creation of any Lien (other than Liens under the Security Documents) on any Property of the Company or such Restricted Subsidiary pursuant to its charter or by-laws, or any contract, agreement, mortgage, indenture, lease or instrument to which it is a party or by which it is bound or to which it or any of its Property is subject, or any order, statute, law, rule or regulation to which it or any of its Property is subject.
No Conflicts with Agreements, Etc. Neither the execution and delivery of any Loan Document nor the fulfillment of or compliance with the terms and provisions thereof, will conflict with, or result in a breach or violation of any of the terms, conditions or provisions of, or constitute a default under, any Charter Document of the Borrower, or any contract, agreement, mortgage, indenture, lease, instrument, Order, statute, law, rule or regulation to which the Borrower or any of its Properties is subject, or (except pursuant to the Loan Documents) result in the creation of any Lien on any Properties of the Borrower, which conflict, breach, violations, defaults or Liens, would constitute or could reasonably be expected to constitute a Material Adverse Effect. The Borrower is not in default of or breach under any agreement by which it or any of its assets is bound, which default or breach has or could reasonably be expected to have a Material Adverse Effect.
No Conflicts with Agreements, Etc. Neither the execution and delivery by the Guarantor of this Guarantee or any of the Loan Documents to which the Guarantor is a party, nor the fulfillment of or compliance with the terms and provisions hereof or thereof, will conflict with, or result in a breach or violation of the terms of, or constitute a default under, or result in the creation of any Lien (other than Liens created pursuant to the Loan Documents) on any assets of the Guarantor pursuant to (i) the organizational documents of the Guarantor which is an entity, or (ii) any material agreement to which the Guarantor is a party or to which the Guarantor's assets are subject or (iii) any Requirements of Law to which the Guarantor is subject.
No Conflicts with Agreements, Etc. Neither the execution and delivery by the Company of this Agreement or any of the other Note Documents to which it is a party, nor the execution and delivery by any Subsidiary of the Company of any of the Note Documents to which it is a party, nor the offering, issuance or sale of the Notes nor the fulfillment of or compliance with the terms and provisions hereof or thereof, will conflict with, or result in a breach or violation of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any Lien (other than Liens created pursuant to the Security Documents) on any properties or assets of the Company or its Subsidiaries pursuant to, the Organizational Documents of the Company or any of its Subsidiaries, or any contract, agreement, mortgage, indenture, lease or instrument to which any of them is a party or by which any of them is bound or to which any of them or any of their respective assets are subject, or any Requirement of Law to which any of them or any of their respective assets are subject.
No Conflicts with Agreements, Etc. It is not in violation of its organizational or constituting documents and is not in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties are subject, except for defaults that would not have a Material Adverse Effect. The execution and delivery by it of the Guaranties, the consummation of the transactions contemplated herein and compliance by it with the terms of the Guaranties (1) do not and will not result in any violation of its organizational or constituting documents and (2) do not and will not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, or, except as provided in Section 2.2 hereof, result in the creation or imposition of any lien, charge or encumbrance upon any of its property or assets under (A) any contract indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it is bound or to which its properties are subject, (B) any existing applicable law, rule, regulation or (C) any judgment, order or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over it or any of its properties, except in the case of clause (2) for conflicts, breaches or defaults or liens, charges or encumbrances that would not have a Material Adverse Effect.
