Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Material Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement or other instrument binding upon any Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Credit Party and (d) will not result in the creation or imposition of any Lien on any Property of any Credit Party (other than the Liens created by the Loan Documents).
Appears in 4 contracts
Samples: Credit Agreement (Gran Tierra Energy Inc.), Credit Agreement (Gran Tierra Energy Inc.), Credit Agreement (Gran Tierra Energy Inc.)
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders shareholders, members, partners or any class of directorsdirectors or managers, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Material Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Credit Party Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement or other instrument binding upon any Credit Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Credit Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of any Credit Loan Party (other than the Liens created by the Loan Documents).
Appears in 3 contracts
Samples: Guaranty and Pledge Agreement (LRR Energy, L.P.), Credit Agreement (LRR Energy, L.P.), Credit Agreement (LRR Energy, L.P.)
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders shareholders, members, partners or any class of directorsdirectors or managers, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Material Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do and would not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws bylaws or other organizational documents Organizational Documents of any Credit Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement indenture or other instrument material agreement binding upon any Credit Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Credit Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Credit Loan Party (other than the Liens created by the Loan Documents).
Appears in 2 contracts
Samples: Credit Agreement (Memorial Resource Development Corp.), Credit Agreement (Memorial Resource Development Corp.)
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders partners of the Borrower, members, shareholder or any class of directors, whether interested or disinterested, of the Parent, the Borrower any Loan Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Material Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents whichthat, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or bylaws, limited liability company agreements, regulations, the charterlimited partnership agreement, by-laws certificate of limited partnership, articles or certificate of incorporation or other organizational or formation documents of any Credit Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement or other instrument binding upon any Credit Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Credit such Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of any Credit Loan Party (other than the Liens created by the Loan Documents).
Appears in 2 contracts
Samples: Credit Agreement (Dune Energy Inc), Credit Agreement (Dune Energy Inc)
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the ParentHoldings, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Material Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of Holdings, the Borrower or any Credit Party Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement or other instrument binding upon Holdings, the Borrower or any Credit Party Subsidiary or its Properties, or give rise to a right thereunder to require any payment to be made by any Credit Party Holdings, the Borrower or such Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of the Holdings, Borrower or any Credit Party Subsidiary (other than the Liens created by the Loan Documents).
Appears in 2 contracts
Samples: Credit Agreement (HighPoint Resources Corp), Credit Agreement (Bill Barrett Corp)
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Material Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents any Organization Document of any Credit Loan Party or any Subsidiary of the Borrower or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement or other instrument binding upon any Credit Loan Party or its Propertiesany Subsidiary of the Borrower or any Property thereof, or give rise to a right thereunder to require any payment to be made by any Credit such Loan Party or such Subsidiary and (d) will not result in the creation or imposition of any Lien on any Collateral or any other Property of the Borrower or any Credit Party Subsidiary thereof (other than the Liens created by the Loan Documents).
Appears in 2 contracts
Samples: Credit Agreement (Epl Oil & Gas, Inc.), Credit Agreement (Energy Partners LTD)
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders shareholders, members, partners or any class of directorsdirectors or managers, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Material Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws bylaws or other organizational documents Organizational Documents of any Credit Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement indenture or other instrument material agreement binding upon any Credit Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Credit Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Credit Loan Party (other than the Liens created by the Loan Documents).
Appears in 2 contracts
Samples: Credit Agreement (Memorial Production Partners LP), Credit Agreement (Memorial Production Partners LP)
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders shareholders, members, partners or any class of directorsdirectors or managers, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Material Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do and would not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws bylaws or other organizational documents Organizational Documents of any Credit Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement indenture or other instrument material agreement binding upon any Credit Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Credit Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Credit Loan Party (other than the Liens created by the Loan Documents and by the Permitted Second Lien Debt Documents).
Appears in 2 contracts
Samples: Credit Agreement (WildHorse Resource Development Corp), Credit Agreement (WildHorse Resource Development Corp)
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders equityholders, members, partners or any class of directorsdirectors or managers, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Material Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do and would not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents Organizational Documents of any Credit Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement indenture or other instrument material agreement binding upon any Credit Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Credit Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Credit Loan Party (other than the Liens created by the Loan Documents).
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Vista Proppants & Logistics Inc.), Senior Secured Credit Agreement (Vista Proppants & Logistics Inc.)
Approvals; No Conflicts. The Subject to entry of the DIP Order and subject to any restrictions arising on account of the Loan Parties’ status as “debtors” under the Bankruptcy Code, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Material Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of financing statements and the Security Instruments (or the DIP Order) as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect Effect, or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) in any material respect, any applicable law or regulation or the charter, by-laws or other organizational documents of any Credit Party or any order of any Governmental AuthorityAuthority or (ii) the Organizational Documents of any Loan Party, (c) will not violate or result in a default under any Material Document or any material indenture, note, credit agreement or other similar instrument binding upon any Credit Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Credit Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of any Credit Loan Party (other than the Liens created by the Loan Documents).
Appears in 2 contracts
Samples: Credit Agreement (Sundance Energy Inc.), Restructuring Support Agreement (Sundance Energy Inc.)
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Material Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and Agreement, (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan DocumentsDocuments and (iii) the filing by the Borrower of a current report on Form 8-K with the SEC disclosing this Agreement and the Transactions, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents any Organizational Document of any Credit Party or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement or other instrument binding upon any Credit Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Credit Party and (d) will not result in the creation or imposition of any Lien on any Property of any Credit Party (other than the Liens created by the Loan Documents).in
Appears in 1 contract
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders holders of its Equity Interests or any class of directors, managers or supervisors, as applicable, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Material Document or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, obtained would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, ; (b) will not violate (i) any applicable material provision of law or regulation or (ii) the charter, by-laws bylaws or other organizational documents of the Borrower or any Credit other Loan Party or any order of any Governmental Authority, ; (c) will not violate or result in a default under any Material Document or any indenture, agreement or other instrument binding upon the Borrower or any Credit other Loan Party or its any of their respective material Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any Credit other Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of the Borrower or any Credit other Loan Party (other than the Liens created by the Loan Documents).
Appears in 1 contract
Samples: Credit Agreement (Berry Corp (Bry))
Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of this Agreement (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Material Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documentseffect, (b) will not violate any applicable law or regulation or the charter, by-laws bylaws or other organizational documents of any Credit Party the Loan Parties or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, material agreement or other material instrument binding upon the Borrower or any Credit Party other Loan Parties or its Propertiesany of their property, or give rise to a right thereunder to require any payment to be made by any Credit the Borrower or such other Loan Party and (d) will not result in the creation or imposition of any Lien on any Property property of the Borrower or any Credit other Loan Party (other than the Liens created by the Loan Documents).
Appears in 1 contract
Samples: Limited Forbearance Agreement (Tuesday Morning Corp/De)
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders shareholders, members, partners or any class of directorsdirectors or managers, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Material Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do and would not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws bylaws or other organizational documents Organizational Documents of any Credit Party Loan Party, any Unrestricted Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement indenture or other instrument material agreement binding upon any Credit Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Credit Loan Party and (d) will not result in the creation or imposition of any Lien on any material Property of any Credit Loan Party (other than the Liens created by the Loan Documents).
Appears in 1 contract
Samples: Credit Agreement (Memorial Resource Development LLC)
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders members, shareholders, partners or any class of managers, directors, or partners, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Material Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments Collateral Documents as required by this Agreement Agreement, and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law Law or regulation or the charter, by-laws or other organizational documents Organizational Documents of any Credit Loan Party or any Subsidiary of any Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement or other instrument binding upon any Credit Loan Party or any Subsidiary of any Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Credit Loan Party or such Subsidiary of any Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of any Credit Loan Party or any Subsidiary of any Loan Party (other than the Liens created by the Loan Documents).
Appears in 1 contract
Samples: Credit Agreement (PMFG, Inc.)
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or members or any class of directors, members or managers, whether interested or disinterested, of the Parent, the Borrower any Loan Party or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Material Medusa Spar Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents Organization Documents of any Credit Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any Material Document or any indenture, agreement or other instrument binding upon any Credit Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Credit Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of any Credit Loan Party (other than the Liens created by the Loan Documents).
Appears in 1 contract
Approvals; No Conflicts. The After giving effect to the Confirmation Order and the Plan of Reorganization, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Parent, the Borrower or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Loan Document or any Material Document or the consummation of the Transactionstransactions contemplated thereby, except such as have been obtained or made and are in full force and effect other than (i) the recording and filing of financing statements and the Security Instruments as required by this Agreement and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect Effect, or do not have an adverse effect on the enforceability of the Loan Documents, (b) will not violate (i) in any material respect, any applicable law or regulation or the charter, by-laws or other organizational documents of any Credit Party or any order of any Governmental AuthorityAuthority or (ii) the Organizational Documents of any Loan Party, (c) will not violate or result in a default under any Material Document or any material indenture, note, credit agreement or other similar instrument binding upon any Credit Loan Party or its Properties, or give rise to a right thereunder to require any payment to be made by any Credit Loan Party and (d) will not result in the creation or imposition of any Lien on any Property of any Credit Loan Party (other than the Liens created by the Loan Documents).
Appears in 1 contract