Common use of No Violation of Agreements Clause in Contracts

No Violation of Agreements. The execution, delivery and performance by each of the Borrower and its Subsidiaries of each of the Basic Agreements to which it is a party and all other agreements and instruments to be executed and delivered by the Borrower or any of its Subsidiaries pursuant hereto or thereto or in connection herewith or therewith, the assignment of, and the grant of a security interest or mortgage in, the Collateral or on the Mortgaged Property in the manner and for the purpose contemplated by the Security Agreements and the Mortgages, respectively, do not and will not (i) violate in any material respect any provisions of any law, statute, rule, regulation (including, without limitation, Regulations G, T, U or X of the Board), order, license, permit, writ, judgment, decree, determination or award presently in effect having applicability to the Borrower or any of its Subsidiaries, (ii) conflict with or result in a breach of or constitute a tortious interference with or constitute a default under the certificate of incorporation or by laws, or other organizational documents, as the case may be, of either the Borrower or any of its Subsidiaries or any indenture or loan or credit agreement, or any other material agreement or instrument, to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries or any of their respective properties are bound or affected, or any governmental permit, license or order, (iii) result in or require the creation or imposition of any Lien (except for Permitted Liens) of any nature upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any of its Subsidiaries, or (iv) require any approval of stockholders or any approval or consent of any Person which have not been obtained on or prior to the Restatement Date, except for such approvals and consents referred to on Schedule 4.4 hereto. Neither the Borrower nor any Subsidiary of the Borrower is in default under or in violation of any such law, statute, rule, regulation, judgment, decree, license, order or permit described above or any indenture, mortgage, deed of trust, agreement or other instrument described above or under its charter or by-laws, in each case the consequences of which default or violation, either in any one case or in the aggregate, would have a Material Adverse Effect.

No Violation of Agreements. The executionExcept as set forth in Schedule 8.3, delivery Borrower and performance by each of the Borrower and its Subsidiaries is not in default under any material provision of each of the Basic Agreements any agreement to which it is a party or in violation of any material provision of any Applicable Laws except, in each case, where no Material Adverse Effect could reasonably be expected to result therefrom. The execution and all delivery of this Agreement, the Notes, the other agreements Loan Documents, and the instruments incidental hereto; the consummation of the transactions herein or therein contemplated; and compliance with the terms and provisions hereof or thereof (a) to be executed and delivered by Borrower's knowledge, will not violate any material provision of any Applicable Law; (b) will not conflict with or violate; result in any breach of any of the terms, covenants, conditions, or provisions of; constitute a default under; or result in the creation or imposition of (or the obligation to impose) any lien, charge, or encumbrance upon any of the property or assets of Borrower or any of its Subsidiaries pursuant hereto or thereto or in connection herewith or therewith, to the assignment of, and the grant terms of a security interest or mortgage in, the Collateral or on the Mortgaged Property in the manner and for the purpose contemplated by the Security Agreements and the Mortgages, respectively, do not and will not (i) violate in any material respect any provisions Governmental Approval, mortgage, deed of any lawtrust, statutelease, rule, regulation (including, without limitation, Regulations G, T, U or X of the Board), order, license, permit, writ, judgment, decree, determination or award presently in effect having applicability to the Borrower or any of its Subsidiaries, (ii) conflict with or result in a breach of or constitute a tortious interference with or constitute a default under the certificate of incorporation or by lawsagreement, or other organizational documents, as the case may be, of either the Borrower or any of its Subsidiaries or any indenture or loan or credit agreement, or any other material agreement or instrument, instrument to which the Borrower or any of its Subsidiaries is a party or party, by which the Borrower or any of its Subsidiaries may be bound, or to which Borrower or any of their respective properties are bound its Subsidiaries may be subject where such conflict, violation, default or affected, or any governmental permit, license or order, lien could reasonably be expected to have a Material Adverse Effect; and (iiic) result in or require the creation or imposition of any Lien (except for Permitted Liens) of any nature upon or with respect to will not violate any of the properties now owned or hereafter acquired by provisions of the articles of incorporation of Borrower or any of its Subsidiaries. Except as referenced in Section 8.4, no Governmental Approval is necessary (x) for the execution of this Agreement, the making of the Notes, or the assumption and performance of this Agreement or the Notes by Borrower or (ivy) require any approval for the consummation by Borrower and its Subsidiaries of stockholders or any approval or consent of any Person which have the transactions contemplated by this Agreement including but not been obtained on or prior limited to the Restatement Date, except for such approvals and consents referred to on Schedule 4.4 hereto. Neither the Borrower nor any Subsidiary grant of the Borrower is in default under or in violation of any such law, statute, rule, regulation, judgment, decree, license, order or permit described above or any indenture, mortgage, deed of trust, agreement or other instrument described above or under its charter or by-laws, in each case the consequences of which default or violation, either in any one case or in the aggregate, would have a Material Adverse Effectsecurity interests to Lender.

No Violation of Agreements. The execution, delivery and performance by each of the Borrower and its Subsidiaries of each of the Basic Agreements to which it is a party and all other agreements and instruments to be executed and delivered by the Borrower or any of its Subsidiaries pursuant hereto or thereto or in connection herewith or therewith, the assignment of, and the grant of a security interest or mortgage in, the Collateral or on the Mortgaged Property in the manner and for the purpose contemplated by the Security Agreements and the Mortgages, respectively, do not and will not (i) violate in any material respect any provisions of any law, statute, rule, regulation (including, without limitation, Regulations G, T, U or X of the Board), order, license, permit, writ, judgment, decree, determination or award presently in effect having applicability to the Borrower or any of its Subsidiaries, (ii) conflict with or result in a breach of or constitute a tortious interference with or constitute a default under the certificate of incorporation or by by-laws, or other organizational documents, as the case may be, of either the Borrower or any of its Subsidiaries or any indenture or loan or credit agreement, or any other material agreement or instrument, to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries or any of their respective properties are bound or affected, or any governmental permit, license or order, (iii) result in or require the creation or imposition of any Lien (except for Permitted Liens) of any nature upon or with respect to any of the properties now owned or hereafter acquired by the Borrower or any of its Subsidiaries, or (iv) require any approval of stockholders or any approval or consent of any Person which have not been obtained on or prior to the Restatement Date, except for such approvals and consents referred to on Schedule SCHEDULE 4.4 hereto. Neither the Borrower nor any Subsidiary of the Borrower is in default under or in violation of any such law, statute, rule, regulation, judgment, decree, license, order or permit described above or any indenture, mortgage, deed of trust, agreement or other instrument described above or under its charter or by-laws, in each case the consequences of which default or violation, either in any one case or in the aggregate, would have a Material Adverse Effect.

No Violation of Agreements. The execution, delivery and performance by each Neither Borrower nor any Wholly Owned Subsidiary is in default under any material provision of the Borrower and its Subsidiaries of each of the Basic Agreements any agreement to which it is a party and all other agreements and instruments to be executed and delivered by the Borrower or any of its Subsidiaries pursuant hereto or thereto or in connection herewith or therewithviolation of any Applicable Laws. The execution and delivery of this Agreement, the assignment ofConvertible Promissory Note, the other Loan Documents, and the grant instruments incidental hereto; the consummation of a security interest the transactions herein or mortgage in, therein contemplated; and compliance with the Collateral terms and provisions hereof or on the Mortgaged Property in the manner and for the purpose contemplated by the Security Agreements and the Mortgages, respectively, do not and thereof (a) will not violate any material Applicable Law and (ib) violate will. not conflict or be inconsistent with; result in any material respect any provisions breach of any law, statute, rule, regulation (including, without limitation, Regulations G, T, U or X of the Board)material terms, ordercovenants, licenseconditions, permit, writ, judgment, decree, determination or award presently in effect having applicability to the Borrower or any of its Subsidiaries, (ii) conflict with provisions of; constitute a default under; or result in a breach of or constitute a tortious interference with or constitute a default under the certificate of incorporation or by laws, or other organizational documents, as the case may be, of either the Borrower or any of its Subsidiaries or any indenture or loan or credit agreement, or any other material agreement or instrument, to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries or any of their respective properties are bound or affected, or any governmental permit, license or order, (iii) result in or require the creation or imposition of (or the obligation to impose) any Lien (except for Permitted Liens) of any nature lien, charge, or encumbrance upon or with respect to any of the properties now owned property or hereafter acquired by the assets of Borrower or any of its Subsidiaries, or (iv) require any approval of stockholders or any approval or consent Wholly Owned Subsidiary pursuant to the terms of any Person which have not been obtained on or prior to the Restatement Date, except for such approvals and consents referred to on Schedule 4.4 hereto. Neither the Borrower nor any Subsidiary of the Borrower is in default under or in violation of any such law, statute, rule, regulation, judgment, decree, license, order or permit described above or any indenturematerial Governmental Approval, mortgage, deed of trust, lease, agreement, or other instrument to which Borrower is a party, by which Borrower or any Wholly Owned Subsidiary may be bound, or to which Borrower or any Wholly Owned Subsidiary may be subject, and (c) will not violate any of the provisions of the certificate of formation, operating agreement or other instrument described above organizational documents of Borrower or under its charter any Wholly Owned Subsidiary. No Governmental Approval is necessary (i) for the execution of this Agreement, or by-lawsthe making of the Convertible Promissory Note, in each case or (ii)for the consequences consummation by Borrower and Wholly Owned Subsidiaries of which default or violationthe transactions contemplated by this Agreement, either in any one case or in including, but not limited to, the aggregate, would have a Material Adverse Effectgrant of the security interests to Emeritus.

No Violation of Agreements. The executionExcept for matters described in the Disclosure Schedule and in SECTION 8.2 herein, delivery and performance by each Borrower is not in default under any material provision of the Borrower and its Subsidiaries of each of the Basic Agreements any agreement to which it is a party and all other agreements and instruments to be executed and delivered by the Borrower or any of its Subsidiaries pursuant hereto or thereto or in connection herewith or therewithviolation of any material provision of any Applicable Laws. The execution and delivery of this Agreement, the assignment ofNotes, the other Loan Documents, and the grant instruments incidental hereto; the consummation of a security interest the transactions herein or mortgage in, therein contemplated; and compliance with the Collateral terms and provisions hereof or on the Mortgaged Property in the manner and for the purpose contemplated by the Security Agreements and the Mortgages, respectively, do not and thereof (a) will not violate any material provision of any Applicable Law and (ib) violate will not conflict or be inconsistent with; result in any material respect any provisions breach of any law, statute, rule, regulation (including, without limitation, Regulations G, T, U or X of the Board)material terms, ordercovenants, licenseconditions, permit, writ, judgment, decree, determination or award presently in effect having applicability to the Borrower or any of its Subsidiaries, (ii) conflict with provisions of; constitute a default under; or result in a breach of or constitute a tortious interference with or constitute a default under the certificate of incorporation or by laws, or other organizational documents, as the case may be, of either the Borrower or any of its Subsidiaries or any indenture or loan or credit agreement, or any other material agreement or instrument, to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries or any of their respective properties are bound or affected, or any governmental permit, license or order, (iii) result in or require the creation or imposition of (or the obligation to impose) any Lien (except for Permitted Liens) of any nature lien, charge, or encumbrance upon or with respect to any of the properties now owned property or hereafter acquired by the assets of Borrower or any of its Subsidiaries, or (iv) require any approval of stockholders or any approval or consent of any Person which have not been obtained on or prior pursuant to the Restatement Date, except for such approvals and consents referred to on Schedule 4.4 hereto. Neither the Borrower nor terms of: any Subsidiary of the Borrower is in default under or in violation of any such law, statute, rule, regulation, judgment, decree, license, order or permit described above or any indenturematerial Governmental Approval, mortgage, deed of trust, agreement lease, agreement, or other instrument described above to which Borrower is a party, by which Borrower may be bound, or under its charter to which Borrower may be subject, and (c) will not violate any of the provisions of the articles of incorporation of Borrower. Notwithstanding the foregoing, U. S. Bank acknowledges that Borrower's contracts with the General Services Administration and certain equipment leases entered into by Borrower prior to the date of this Agreement may require notice or by-lawsconsent prior to Borrower granting U. S. Bank a security interest therein, in each case and U. S. Bank also acknowledges that Borrower has not given such notices nor obtained any such consents. Except for any of Borrower's contracts with the consequences General Services Administration with respect to which notice or consent is required for the granting of which default a security interest, no Governmental Approval is necessary (x) for the execution of this Agreement, the making of the Notes, or violation, either in any one case the assumption and performance of this Agreement or in the aggregate, would have a Material Adverse EffectNotes by Borrower or (y) for the consummation by Borrower of the transactions contemplated by this Agreement including but not limited to the grant of the security interests to U. S. Bank.