Common use of Authorization and Compliance with Laws and Material Agreements Clause in Contracts

Authorization and Compliance with Laws and Material Agreements. Except as set forth on Schedule 5.4, the execution, delivery and performance by the Corporation of this Agreement and the Other Agreements to which it is or may in connection with the transactions contemplated hereby become a party, have been or prior to the consummation of such transactions will be duly authorized by all requisite action on the part of the Corporation and do not and will not violate the Certificate of Designation, or the Corporation's Articles of Incorporation or Bylaws or any law or any order of any court, governmental authority or arbitrator, and do not and will not upon the consummation of the transactions contemplated hereby conflict with, result in a breach of, or constitute a default under, or result in the imposition of any Lien upon any assets of the Corporation pursuant to the provisions of any loan agreement, indenture, mortgage, security agreement, franchise, permit, license or other instrument or agreement by which the Corporation or any of its properties is bound. Except as set forth on Schedule 5.4, no authorization, approval or consent of, and no filing or registration with, any court, governmental authority or third Person is or will be necessary for the execution, delivery or performance by the Corporation of this Agreement and the Other Agreements to which it is a party or the validity or enforceability thereof. All such authorizations, approvals, consents, filings and registrations described in Schedule 5.4 have been obtained. The Corporation is not in violation of any term of its Articles of Incorporation or Bylaws or any contract, agreement, judgment or decree and is in full compliance with all applicable laws, regulations and rules where such violation would cause a Material Adverse Effect. All officers of the Corporation to the best of their knowledge have complied with all material applicable laws, regulations and rules in the course and scope of their employment with the Corporation.

Authorization and Compliance with Laws and Material Agreements. Except as set forth on Schedule 5.4, the The execution, delivery and performance by the Corporation Company and its Subsidiaries of this Agreement Agreement, the Senior Loan Documents the Acquisition Documents and the Other Agreements to which it is they are or may in connection with the transactions contemplated hereby become a party, have been or prior to the consummation of such transactions will be duly authorized by all requisite action on the part of the Corporation Company and its Subsidiaries and do not and will not violate the Certificate of Designation, or the Corporation's Articles their respective Certificates of Incorporation or Bylaws or any law or any order of any court, governmental authority or arbitrator, and do not and will not upon the consummation of the transactions contemplated hereby conflict with, result in a breach of, or constitute a default under, or result in the imposition of any Lien (except Permitted Liens) upon any assets of the Corporation Company or any of its Subsidiaries pursuant to the provisions of any loan agreement, indenture, mortgage, security agreement, franchise, permit, license or other instrument or agreement by which the Corporation Company, any of its Subsidiaries, or any of its their properties is are bound. Except as set forth on Schedule 5.44.4, no authorization, approval or consent of, and no filing or registration with, any court, governmental authority or third Person is or will be necessary for the execution, delivery or performance by the Corporation Company and its Subsidiaries of this Agreement Agreement, the Senior Loan Documents, the Acquisition Documents, and the Other Agreements to which it is a party or the validity or enforceability thereof. All such authorizations, approvals, consents, filings and registrations described in Schedule 5.4 4.4 have been obtained. The Corporation Neither the Company nor its Subsidiaries is not in violation in any material respect of any term of its Articles respective Certificates of Incorporation or Bylaws Bylaws, or any contract, agreement, judgment or decree and is in full material compliance with all applicable laws, regulations and rules where such violation would cause a Material Adverse Effect. All officers of the Corporation to the best of their knowledge have complied with all material applicable laws, regulations and rules in the course and scope of their employment with the Corporationrules.