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

Authorization and Compliance with Laws and Material Agreements. The execution, delivery and performance by (a) the Credit Parties (other than Kenan) of this Agreement, the Acquisition Documents, the Senior Loan Documents and the Other Agreements to which it is or may in connection with the transactions contemplated hereby become a party, and (b) Kenan of the Kenan Merger Agreement, have been or prior to the consummation of such transactions will be duly authorized by all requisite action on the part of the Credit Parties and do not and will not violate the respective Articles/Certificate of Incorporation or Bylaws of each of the Credit Parties 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 Credit Parties pursuant to the provisions of any loan agreement, indenture, mortgage, security agreement, franchise, permit, license or other instrument or agreement by which the Credit Parties or any of their respective properties is bound. Except as set forth on Schedule 4.4, 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 Credit Parties of this Agreement, the Acquisition Documents, the Senior Loan Documents and the Other Agreements to which they are a party or the validity or enforceability thereof. Except as set forth on Schedule 4.4, all such authorizations, approvals, consents, filings and registrations described in Schedule 4.4 have, or prior to Closing Date will have, been obtained. No Credit Party is in violation of (i) any term of its Articles/Certificate of Incorporation or Bylaws, or (ii) any judgment or decree, or (iii) any material term or condition of any material contract or agreement, and each Credit Party is in full compliance in all material respects with all applicable laws, regulations and rules.

Authorization and Compliance with Laws and Material Agreements. The execution, delivery and performance by (a) the Credit Parties (other than Kenan) each Loan Party of this Agreement, Agreement and the Acquisition Documents, the Senior other Loan Documents and the Other Agreements to which it is or may in connection with the transactions contemplated hereby become a party, and (b) Kenan of the Kenan Merger Agreementhave been, have been or prior to the consummation of such transactions will be be, duly authorized by all requisite action on the part of the Credit Parties such Loan Party and do not and will not violate the respective Articles/Certificate of Incorporation such Loan Party’s organizational documents, or Bylaws of each of the Credit Parties any agreement by or among its shareholders, members or partners, 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 Credit Parties such Loan Party pursuant to the provisions any material provision of any loan agreement, indenture, mortgage, or security agreement, or any material franchise, permit, license or other instrument or agreement by which the Credit Parties such Loan Party or any of their respective its properties is bound. Except as set forth on Schedule 4.45.4, no authorization, approval or consent of, and no filing or registration with, any court, governmental authority or third Person party is or will be necessary for the execution, delivery or performance by the Credit Parties any Loan Party of this Agreement, the Acquisition Documents, the Senior Agreement or any other Loan Documents and the Other Agreements Document to which they are it is a party party, or the validity or enforceability thereof. Except as set forth on Schedule 4.4, all such authorizations, approvals, consents, filings and registrations described in Schedule 4.4 have, or prior to Closing Date will have, been obtained. No Credit Loan Party is in violation of (i) any term of its Articles/Certificate of Incorporation organizational documents or Bylawsany contract, or (ii) any agreement, judgment or decree, or (iii) any material term or condition of any material contract or agreement, and each Credit Party is in full compliance in all material respects with all applicable laws, regulations and rulesrules except where such violation or non-compliance could not reasonably be expected to have a Material Adverse Effect. To each Borrower’s Knowledge, the Officers of the Borrowers have complied with all material applicable laws, regulations and rules in the course and scope of their employment with any Borrower except where such non-compliance could not reasonably be expected to have a Material Adverse Effect.

Authorization and Compliance with Laws and Material Agreements. The execution, delivery and performance by (a) the Credit Parties (other than Kenan) each Borrower and Parent of this Agreement, the Acquisition Documents, the Senior Loan Documents Agreement and the Other Agreements to which it any such Borrower and Parent, as applicable, is or may may, in connection with the transactions contemplated hereby hereby, become a party, and (b) Kenan of the Kenan Merger Agreement, party have been or or, prior to the consummation of such transactions will be be, duly authorized by all requisite corporate action on the part of the Credit Parties such Borrower or Parent, as applicable, and do not and will not violate the respective Articles/its Certificate of Incorporation Incorporation, Bylaws, certificate of organization or Bylaws of each of the Credit Parties operating agreement (or their functional equivalent) or any applicable 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 Credit Parties such Borrower or Parent, as applicable, pursuant to the provisions of any material loan agreement, indenture, mortgage, security agreement, franchise, permit, license or other instrument or agreement by which the Credit Parties such Borrower or any of Parent, as applicable, or their respective properties is are bound. Except as set forth on Schedule 4.4, 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 any Borrower or the Credit Parties Parent of this Agreement, the Acquisition Documents, the Senior Loan Documents Agreement and the Other Agreements to which they are it is a party or for the validity or enforceability thereof. Except as set forth on Schedule 4.4, all All such authorizations, approvals, consents, filings and registrations described in Schedule 4.4 have, or prior to Closing Date will have, have been obtained. No Credit Party Borrower or Parent is in violation of (i) any term of its Articles/Certificate of Incorporation or Incorporation, Bylaws, certificate of organization or operating agreement (iior their functional equivalent) or any material contract, agreement, judgment or decreedecree applicable to it, or (iii) any material term or condition of any material contract or agreementand, except as disclosed in Schedule 4.4, each Borrower and each Credit Party Parent is in full compliance compliance, in all material respects respects, with all applicable laws, regulations and rules. Except as set forth on Schedule 4.4, to the knowledge of each Borrower, all officers of such Borrower and Parent have complied with all applicable laws, regulations and rules in the course and scope of their employment with such Borrower and Parent. Notwithstanding anything contained or implied herein to the contrary, it is expressly understood and agreed that Lender has not waived, and is not waiving, any Potential Default or Event of Default, or any of its rights and remedies with respect thereto, that may arise in connection with the matters disclosed on Schedule 4.4.

Authorization and Compliance with Laws and Material Agreements. The execution, delivery and performance by (a) the Credit Parties (other than Kenan) Company and the Guarantors of this Agreement, the Acquisition Documents, the Senior Loan Documents and the Other Agreements to which it is they are or may in connection with the transactions contemplated hereby become a party, and (b) Kenan of the Kenan Merger Agreement, have been or prior to the consummation of such transactions will be duly authorized by all requisite action on the part of the Credit Parties Company and the Guarantors and do not and will not violate the in any material respect their respective Articles/Certificate of Incorporation or Bylaws of each of the Credit Parties 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 in any material respect of, or constitute a default in any material respect under, or result in the imposition of any Lien (except Permitted Liens) upon any assets of the Credit Parties Company or any of the Guarantors pursuant to the provisions of any loan agreement, indenture, mortgage, security agreement, franchise, permit, license or other instrument or agreement by which the Credit Parties Company, any of the Guarantors, or any of their respective properties is are bound. Except as set forth on Schedule 4.4, 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 Credit Parties Company and the Guarantors of this Agreement, the Acquisition Documents, the Senior Loan Documents Documents, and the Other Agreements to which they are it is a party or the validity or enforceability thereof. Except as set forth on Schedule 4.4, all All such authorizations, approvals, consents, filings and registrations described in Schedule 4.4 have, or prior to Closing Date will have, have been obtained. No Credit Party Neither the Company nor the Guarantors is in violation of (i) any term of its Articles/respective Certificate of Incorporation or Bylaws, or (ii) any material contract, agreement, judgment or decree, or (iii) any material term or condition of any material contract or agreement, decree and each Credit Party is in full material compliance in all material respects with all applicable laws, regulations and rules.