Common use of Organization and Governmental Authorization; No Contravention Clause in Contracts

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Financing Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governmental Authority other than (i) recordings, filings and other perfection actions in connection with the Liens granted to Agent under this Agreement or any Security Document and (ii) those obtained or made on or prior to the Closing Date and (d) do not violate, conflict with or cause a breach or a default under (i) any Law applicable to any Credit Party, (ii) any of the Organizational Documents of any Credit Party, or (iii) any agreement or instrument binding upon it, except (y) as set forth on Schedule 3.2(c) and (z) for such violations, conflicts, breaches or defaults as could not, with respect to this clause (iii), reasonably be expected to have a Material Adverse Effect. MidCap / Xtant / A&R Credit, Security and Guaranty Agreement (Revolving Loan)

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Obligor Party of the Financing Transaction Documents (including, without limitation, the issuance, on the terms and subject to the conditions set forth herein, of the Senior Notes), to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governmental Authority other than (i) recordingsand, filings and other perfection actions in connection with the Liens granted to Agent under this Agreement or any Security Document and (ii) those obtained or made except as set forth on or prior to the Closing Date and (d) Schedule 6.3, do not violate, conflict with or cause a breach or a default under (ia) any Law law applicable to any Credit Party, (ii) Obligor or any of the Organizational Documents of any Credit PartyObligor, (b) any Existing Senior Secured Debt Document, or (iii) any other material indenture, agreement or instrument binding upon itother to which any Obligor is a party or by which the Obligors or any of their respective properties is bound, except (y) as set forth on Schedule 3.2(c) and (z) for such violations, conflicts, breaches or defaults as could not, with respect to this clause (iiib), reasonably be expected to have a Material Adverse Effect. MidCap / Xtant / A&R CreditThe execution, Security delivery and Guaranty Agreement (Revolving Loan)performance of the Transaction Documents by the Obligors will not result in or require the creation of any material Lien upon or with respect to any of the properties of any Obligor, other than Liens granted in favor of Purchaser pursuant to the Transaction Documents.

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Financing Operative Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official (other than (ia) recordingsroutine corporate, tax, ERISA, intellectual property, environmental filings and other perfection actions filings from time to time necessary in connection with the conduct of such Credit Party’s business in the ordinary course, and (b) recordings and filings in connection with the Liens granted to the Collateral Agent under this Agreement or any Security Document the Financing Documents) and (ii) those obtained or made on or prior to the Closing Date and (d) do not violate, conflict with or cause a breach or a default under (i) any provision of applicable Law applicable to any Credit Party, (ii) any or of the Organizational Documents of any Credit PartyParty or of any agreement, judgment, injunction, order, decree or (iii) any agreement or other instrument binding upon it, except (y) as set forth on Schedule 3.2(c) and (z) for such failures to file, violations, conflicts, breaches or defaults as could not, with respect to this clause (iii), not reasonably be expected to have a Material Adverse Effect. MidCap / Xtant / A&R Credit, Security and Guaranty Agreement (Revolving Loan).

Organization and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Financing Operative Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official (other than (ia) recordingsroutine corporate, tax, ERISA, intellectual property, environmental filings and other perfection actions filings from time to time necessary in connection with the conduct of such Credit Party’s business in the ordinary course, and (b) recordings and filings in connection with the Liens granted to the Agent under this Agreement or any Security Document the Financing Documents) and (ii) those obtained or made on or prior to the Closing Date and (d) do not violate, conflict with or cause a breach or a default under (i) any provision of applicable Law applicable to any Credit Party, (ii) any or of the Organizational Documents of any Credit PartyParty or of any agreement, judgment, injunction, order, decree or (iii) any agreement or other instrument binding upon it, except (y) as set forth on Schedule 3.2(c) and (z) for such failures to file, violations, conflicts, breaches or defaults as could not, with respect to this clause (iii), not reasonably be expected to have a Material Adverse Effect. MidCap / Xtant / A&R Credit, Security and Guaranty Agreement (Revolving Loan).

Organization and Governmental Authorization; No Contravention. The Other than and conditioned upon entry of the DIP Orders and such other necessary orders of the Bankruptcy Court, the execution, delivery and performance by each Credit Party of the Financing Operative Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (cb) require no further action by or in respect of, or filing with, any Governmental Authority or other than (i) recordingsmaterial order, filings and other perfection actions in connection with the Liens granted to Agent under this Agreement consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, or any Security Document and other action of, any other Person (iiexcept for (x) those that have otherwise been obtained or made on or prior to the Closing Date and which remain in full force and effect on the Closing Date and (dy) those, the failure of which to receive, could not reasonably be expected to have a Material Adverse Effect), and (c) do not violate, conflict with or cause a breach or a default under (i) any Law applicable to any Credit Party, (ii) Party or any of the Organizational Documents of any Credit Party, or (iiiii) except as set forth on Schedule 3.2 any agreement or instrument binding upon it, except (y) as set forth on Schedule 3.2(c) and (z) for such violations, conflicts, breaches or defaults as could not, with respect to this clause (iiic), reasonably be expected to have a Material Adverse Effect. MidCap / Xtant / A&R Credit, Security and Guaranty Agreement (Revolving Loan).