No Defaults; Regulatory Approvals. Neither the Company nor any of the Significant Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound; the execution, delivery and performance of this Agreement and the Indenture and the consummation of the transactions contemplated herein, therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of the Significant Subsidiaries pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any such subsidiary is subject, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any such subsidiary or any law, administrative regulation or administrative or court order or decree which breach, default, creation, imposition or violation would, in each case, have a material adverse effect on the Company and its subsidiaries taken as a whole; and no consent, approval, authorization, order or decree of any court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act or the 1933 Act Regulations (which have been obtained), the 1939 Act or state securities or Blue Sky laws.
No Defaults; Regulatory Approvals. Neither the Company nor any of its subsidiaries is in violation of its charter or bylaws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject, which violations or defaults in the aggregate would have a Material Adverse Effect; and the execution and delivery of this Agreement and the consummation of the transactions contemplated herein, in the Disclosure Package and in the Prospectus have been duly authorized by all necessary corporate action and will not conflict with or constitute a breach of, or a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries, except as expressly contemplated in the Indenture or except as would not have a Material Adverse Effect, pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the charter or bylaws of the Company or, except as would not have a Material Adverse Effect, any applicable law, administrative regulation or administrative or court decree.
No Defaults; Regulatory Approvals. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound, except for such defaults that would not have a Material Adverse Effect; the execution and delivery of this Agreement, the Designated Indenture and the Notes and the consummation of the transactions contemplated herein, therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any such Significant Subsidiary is subject, except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not have a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any of its Significant Subsidiaries or any law or administrative regulation, or any administrative or court order or decree currently in effect with respect to the Company or any Significant Subsidiary.
No Defaults; Regulatory Approvals. The Corporation is not in violation of its constating documents, and except as may be set forth in Schedule 5.1(5), is not in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, lease or other instrument to which it is a party or by which it or its properties may be bound, which default would have a material adverse effect upon the business of the Corporation, and the execution and delivery of each of the Keep Well Agreement and the Debenture Documents to which it is a party and the consummation of the transactions contemplated herein and therein will not conflict with, or constitute a breach of, or default under, or result in the creation or imposition of any Lien upon any property or assets of the Corporation pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Corporation is a party or by which any of the property or assets of the Corporation is subject, nor will such action result in any violation of the provisions of the constating documents of the Corporation or any applicable law, administrative regulation or court decree to which the Corporation is subject, and no consent, approval, authorization, order or decree of any court or Governmental Body in Canada is required for the consummation by the Corporation of the transactions contemplated by the Keep Well Agreement or any Debenture Documents except such as have already been obtained and are in full force and effect. No condition, event or act has occurred which could constitute a Default or Event of Default.
No Defaults; Regulatory Approvals. Neither the Company nor any of its subsidiaries is, or with the giving of notice or lapse of time or both would be, in violation of or in default under its respective articles or certificate of incorporation or by-laws, or any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is bound, or to which any of their properties is subject, where such violation or default would have a Material Adverse Effect. The execution and delivery, fulfillment and consummation of the transactions contemplated by this Agreement, the Indenture, the Third Supplemental Indenture and the Notes will not conflict with or constitute a breach of, or a default (with the passage of time or the giving of notice or otherwise) under, or result in the imposition of a lien on any properties of the Company or any of its subsidiaries, or an acceleration of indebtedness pursuant to, the articles or certificate of incorporation or by-laws of the Company or any of its subsidiaries, or any bond, debenture, note or any other evidence of indebtedness of any indenture, mortgage, deed of trust or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them is bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject, or any law, rule, administrative regulation, order or decree of any court or any governmental agency or body having jurisdiction over the Company, any of its subsidiaries or any of their respective properties. Except for the orders of the Commission declaring the Registration Statement or post-effective amendments thereto effective under the 1933 Act and permits and similar authorizations required under the securities or "Blue Sky" laws of certain jurisdictions, no
No Defaults; Regulatory Approvals. Neither the Company nor any of its subsidiaries is in violation of its articles of incorporation, charter or By-laws or in default in the performance or observance of any contractual obligation, the violation of or default under which has or will have a material adverse effect on the business of the Company and its subsidiaries taken as a whole; and the execution and delivery of this Agreement and the Indenture and the consummation of the transactions contemplated herein, therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any such subsidiary is subject, nor will such action result in any violation of the provisions of the Restated Articles of Incorporation, as amended, or the Amended and Restated By-Laws of the Company or, to the best knowledge of the Company, any law, administrative regulation or administrative or court order or decree.
No Defaults; Regulatory Approvals. Neither the Company nor any of its Subsidiaries is in violation of its declaration of trust, charter or by-laws or in default, in any material respect, in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, or any indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or other instrument or obligation to which the Company or any Subsidiary is a party or by which it or any of them or their properties may be bound; the execution and delivery of this Agreement, any applicable Terms Agreement and the Indenture and the consummation by the Company of the transactions contemplated herein and therein have been duly authorized by all necessary action and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound or to which any of the property or assets of the Company or any Subsidiary is subject, the result of which violation would be material to the Company and its Subsidiaries taken as a whole or would adversely affect the consummation of the transactions contemplated hereby, nor will any such action result in any violation of the provisions of the declaration of trust, charter or by-laws of the Company or any law, administrative regulation or administrative or court order or decree, and no consent, approval, authorization, order, or decree of any court or governmental agency or body (including the SEC) is required for the consummation by the Company of the transactions contemplated by this Agreement in connection with the sale of Notes hereunder, except such as have been obtained or as may be required under state securities ("Blue Sky") laws.
No Defaults; Regulatory Approvals. None of Sun, the Company and the Company's subsidiaries (as defined in Rule 405 of the Rules and Regulations, and hereafter called the "Subsidiaries") is in violation of its certificate of limited partnership, partnership agreement, corporate charter or by-laws or in default under any agreement, indenture or instrument, the effect of which violation or default would be material to Sun, the Company or the Company and the Subsidiaries taken as a whole; the execution, delivery and performance of this Agreement, the Indenture, the Notes and the Purchase Agreement, if any, by Sun and the Company and compliance by the Company with the provisions of the Notes and the Indenture have been duly authorized by all necessary corporate action and will not conflict with, result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of Sun, the Company or any of the Subsidiaries pursuant to the terms of, or constitute a default under, any agreement, indenture or instrument, or result in a violation of the corporate charter or by-laws of Sun, the Company or any of the Subsidiaries or any order, rule or
No Defaults; Regulatory Approvals. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter or by-laws, or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties may be bound, the violation or default of which would have a material adverse effect on the Company and its subsidiaries considered as one enterprise; the execution and delivery of this Agreement and the Indenture and the consummation of the transactions contemplated herein and therein have been duly authorized by all necessary corporate action and do not
No Defaults; Regulatory Approvals. The execution, delivery --------------------------------- and performance by the Company of this Agreement, the Senior Indenture, the Subordinated Indenture and the Notes and compliance by the Company with the provisions hereof and thereof and pursuant to any applicable Terms Agreement will not constitute a breach of, or default under, (i) the corporate charter or by-laws of the Company, or (ii) any material agreement, indenture or other instrument relating to indebtedness for money borrowed to which the Company is a party, or (iii) to the Company's best knowledge, any law, order, rule, regulation, or decree of any court, governmental agency or authority located in the United States having jurisdiction over the Company or any property of the Company, which, in the case of (ii) or (iii), breach or default would be reasonably likely to have a material adverse effect on the Company and its subsidiaries taken as a whole; and no consent, authorization or order of any court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, any Terms Agreement and the Indentures, except such as have been obtained or will be obtained prior thereto and except such as may be required under applicable state securities or Blue Sky laws.
