No Violation; Conflicts. The execution and delivery by the Buyer of this Agreement and the other agreements, documents and instruments to be executed and delivered by the Buyer in connection herewith, the consummation by the Buyer of the transactions contemplated hereby and thereby and the performance by the Buyer of its obligations hereunder and thereunder do not and will not (a) conflict with or violate any of the terms of the Certificate of Incorporation or By-Laws of the Buyer, or (b) violate or conflict with any domestic law, ordinance, rule or regulation, or any judgement, order, writ, injunction or decree of any court, administrative or governmental agency or other body, material to the Buyer.
No Violation; Conflicts. Except as set forth on Schedule 3.10 hereto, the execution and delivery by the Sellers of this Agreement and the other agreements, documents and instruments to be executed and delivered by the Sellers in connection herewith, the consummation by the Sellers of the transactions contemplated hereby and thereby and the performance by the Sellers of their respective obligations hereunder and thereunder do not and will not (a) conflict with or violate any of the terms of the Articles of Incorporation or By-Laws of the Corporation, (b) violate or conflict with any law, ordinance, rule or regulation, or any judgment, order, writ, injunction, decree or similar command of any court, administrative or governmental agency or other body, applicable to the Corporation, (c) violate or conflict with the terms of, or result in the acceleration of, any indebtedness or obligation of the Corporation under, or violate or conflict with or result in a breach of, or constitute a default under, any indenture, mortgage, deed of trust, agreement or instrument to which the Corporation is a party or by which the Corporation or any of its assets or properties is bound or affected, (d) result in the creation or imposition of any Encumbrance of any nature upon any of the assets or properties of the Corporation, (e) constitute an event permitting termination of any agreement, license or other right of the Corporation, or (f) require any authorization, approval or consent of, or any notice to or filing or registration with, any governmental agency or body, or any other third party, applicable to the Corporation or any of its properties or assets.
No Violation; Conflicts. The execution and delivery of this Second Amendment and the New Notes and the performance by Holding of their respective terms will not (a) violate any law or regulation or any order or decree of any court or governmental instrumentality applicable to Holding or any of the Subsidiaries; (b) conflict with or constitute a material default under, or give rise to any right of termination or acceleration under, any material indenture, mortgage, deed of trust or loan agreement, or any other material agreement, lease or other instrument, to which Holding or any of the Subsidiaries is a party or by which any of their property or assets are bound or to which they may be subject; or (c) violate any provision of the Certificate of Incorporation or By-Laws of Holding or any of the Subsidiaries.
No Violation; Conflicts. The execution and delivery by Subsidiary and Parent of this Agreement, the Funding Note and other Series Documents (as applicable), the performance by Subsidiary and Parent of their respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not (a) conflict with or result in a breach of, or constitute a default under, any of the provisions of the Governing Instruments of Subsidiary or Parent, or any law, rule or regulation, or any judgment, decree or order applicable to Subsidiary or Parent or any of their properties, or (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with or without due notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration of any obligation or to of a material benefit under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation by which Parent or Subsidiary is bound or (except as contemplated hereby) result in the creation of any lien, security interest, charge or other encumbrance upon any of the properties of the Subsidiary or Parent.
No Violation; Conflicts. The execution and delivery of this Fourth Amendment and the performance by Holding of its terms will not (a) violate any law or regulation or any order or decree of any court or governmental instrumentality applicable to Holding or any of its subsidiaries; (b) conflict with or constitute a material default under, or give rise to any right of termination or acceleration under, any material indenture, mortgage, deed of trust or loan agreement, or any other material agreement, lease or other instrument, to which Holding or any of its subsidiaries is a party or by which any of their property or assets are bound or to which they may be subject; or (c) violate any provision of the Certificate of Incorporation or By-Laws of Holding or any of its subsidiaries.
No Violation; Conflicts. (a) Except as set forth on Schedule 4.3, the Company and each Subsidiary has complied with, and is not in default in any respect under, any laws, rules, regulations, orders or decrees applicable to its businesses or properties where failure to so comply or any such default would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. Except as set forth on Schedule 4.3, neither the Company nor any Subsidiary has received notice of any violation of any applicable federal, state, local or foreign law, rule, regulation, order or decree relating to its property or the operation of its business which violation would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and the Company is not aware of any threatened claim of such a violation (including any investigations regarding the businesses or properties of the Company or any Subsidiary).
No Violation; Conflicts. The execution and delivery of this Third Amendment and the performance by Holding of its terms will not (a) violate any law or regulation or any order or decree of any court or governmental instrumentality applicable to Holding or any of its subsidiaries; (b) conflict with or constitute a material default under, or give rise to any right of termination or acceleration under, any material indenture, mortgage, deed of trust or loan agreement, or any other material agreement, lease or other instrument, to which Holding or any of its subsidiaries is a party or by which any of their property or assets are bound or to which they may be subject; or (c) violate any provision of the Certificate of Incorporation or By-Laws of Holding or any of its subsidiaries.
No Violation; Conflicts. Except as set forth on Schedule 3.10 ----------------------- ------------- hereto, the execution and delivery by the Seller of this Agreement and the other agreements, documents and instruments to be executed and delivered by the Seller in connection herewith, the consummation by the Seller of the transactions contemplated hereby and thereby and the performance by the Seller of its obligations hereunder and thereunder do not and will not (a) conflict with or violate any of the terms of the Articles of Incorporation or By-Laws of any of the Companies, or the trust agreement of the Seller, (b) violate or conflict with any domestic law, ordinance, rule or regulation, or any judgment, order, writ, injunction, decree or similar command of any court, administrative or governmental agency or other body, material to any of the Companies, (c) violate or conflict with the terms of, or result in the acceleration of, any indebtedness or obligation of any of the Companies under, or violate or conflict with or result in a breach of, or constitute a default under, any indenture, mortgage, deed of trust, or Material Agreement (as defined in Section 3.29) to which any of the Companies is a party or by which any of the Companies or any of their respective assets or properties is bound, (d) result in the creation or imposition of any Encumbrance of any nature upon any of the assets or properties of any of the Companies, (e) constitute an event permitting termination of any Material Agreement of any of the Companies, or (f) require any authorization, approval or consent of, or any notice to or filing or registration with, any governmental agency or body, or any other third party with respect to a Material Agreement, in each case, applicable to any of the Companies or any of their respective properties or assets.
No Violation; Conflicts. The execution and delivery by the Buyer of this Agreement and the other agreements, documents and instruments to be executed and delivered by the Buyer and the Sub in connection herewith, the consummation by the Buyer and the Sub of the transactions contemplated hereby and thereby and the performance by the Buyer and the Sub of their respective obligations hereunder and thereunder do not and will not (a) conflict with or violate any of the terms of the Certificate of Incorporation or By-Laws of the Buyer or the Sub, or (b) violate or conflict with any domestic law, ordinance, rule or regulation, or any judgement, order, writ, injunction or decree of any court, administrative or governmental agency or other body, material to the Buyer or the Sub.
No Violation; Conflicts. The execution and delivery by Faxxxx Xae of this Agreement and the Trust Agreement, the performance by Faxxxx Xax xf its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not (a) conflict with or result in a breach of, or constitute a default under, any of the provisions of Faxxxx Xae's charter, or to its knowledge, any law, rule or regulation, or any judgment, decree or order applicable to Faxxxx Xax xr any of its properties, or (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with or without due notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration of any obligation or the surrender of a material benefit under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation by which Faxxxx Xae is bound.
