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 the Company and the Guarantors of this Agreement, the Acquisition Documents, the Senior Loan Documents and the Other Agreements to which 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 Company and the Guarantors and do not and will not violate in any material respect their respective Certificate 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 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 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 Company, any of the Guarantors, or any of their properties 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 Company and the Guarantors of this Agreement, the Acquisition Documents, the Senior Loan 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 4.4 have been obtained. Neither the Company nor the Guarantors is in violation of any term of its respective Certificate of Incorporation or Bylaws, any material contract, agreement, judgment or decree and is in material compliance with all applicable laws, regulations and rules.

Authorization and Compliance with Laws and Material Agreements. The execution, delivery and performance by (a) the Company and the Guarantors Credit Parties (other than Kenan) of this Agreement, the Acquisition Documents, the Senior Loan Documents and the Other Agreements to which they are 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 Company and the Guarantors Credit Parties and do not and will not violate in any material respect their 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 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 Company or any of the Guarantors 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 Company, any of the Guarantors, Credit Parties or any of their respective properties are 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 Company and the Guarantors Credit Parties of this Agreement, the Acquisition Documents, the Senior Loan Documents, Documents and the Other Agreements to which it is they are a party or the validity or enforceability thereof. All Except as set forth on Schedule 4.4, all such authorizations, approvals, consents, filings and registrations described in Schedule 4.4 have have, or prior to Closing Date will have, been obtained. Neither the Company nor the Guarantors No Credit Party is in violation of (i) any term of its respective Articles/Certificate of Incorporation or Bylaws, or (ii) any judgment or decree, or (iii) any material contract, term or condition of any material contract or agreement, judgment or decree and each Credit Party is in full compliance in all material compliance respects with all applicable laws, regulations and rules.

Authorization and Compliance with Laws and Material Agreements. The execution, delivery and performance by the Company each Borrower and the Guarantors Parent of this Agreement, the Acquisition Documents, the Senior Loan Documents Agreement and the Other Agreements to which they are any such Borrower and Parent, as applicable, is or may may, in connection with the transactions contemplated hereby hereby, become a party, 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 Company and the Guarantors such Borrower or Parent, as applicable, and do not and will not violate in any material respect their respective its Certificate of Incorporation Incorporation, Bylaws, certificate of organization or Bylaws 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 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 Company such Borrower or any of the Guarantors 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 Companysuch Borrower or Parent, any of the Guarantorsas applicable, or any of their properties 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 Company and the Guarantors Parent of this Agreement, the Acquisition Documents, the Senior Loan Documents, Agreement and the Other Agreements to which it is a party or for the validity or enforceability thereof. All such authorizations, approvals, consents, filings and registrations described in Schedule 4.4 have been obtained. Neither the Company nor the Guarantors No Borrower or Parent is in violation of any term of its respective Certificate of Incorporation or Incorporation, Bylaws, certificate of organization or operating agreement (or their functional equivalent) or any material contract, agreement, judgment or decree applicable to it, and, except as disclosed in Schedule 4.4, each Borrower and Parent is in compliance, in all material compliance 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. 4.5

Authorization and Compliance with Laws and Material Agreements. The execution, delivery and performance by the Company each Loan Party of this Agreement and the Guarantors of this Agreement, the Acquisition Documents, the Senior other Loan Documents and the Other Agreements to which they are it is or may in connection with the transactions contemplated hereby become a party, have been been, or prior to the consummation of such transactions will be be, duly authorized by all requisite action on the part of the Company and the Guarantors such Loan Party and do not and will not violate in such Loan Party’s organizational documents, or any material respect their respective Certificate of Incorporation agreement by or Bylaws 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 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 Company or any of the Guarantors 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 Company, any of the Guarantors, such Loan Party or any of their its properties are 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 Company and the Guarantors any Loan Party of this Agreement, the Acquisition Documents, the Senior Agreement or any other Loan Documents, and the Other Agreements Document to which it is a party party, or the validity or enforceability thereof. All such authorizations, approvals, consents, filings and registrations described in Schedule 4.4 have been obtained. Neither the Company nor the Guarantors No Loan Party is in violation of any term of its respective Certificate of Incorporation organizational documents or Bylaws, any material contract, agreement, judgment or decree decree, and is in material full compliance 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.