Common use of Authorization and Contravention Clause in Contracts

Authorization and Contravention. The execution and delivery by each Restricted Company of each Loan Paper to which it is a party and the performance by such Restricted Company of its obligations thereunder (a) are within the corporate power of such Restricted Company, (b) will have been duly authorized by all necessary corporate action on the part of such Restricted Company when such Loan Paper is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Paper) other than, on or prior to the satisfaction of the conditions precedent set forth in SECTION 5.4, the Special Regulatory Approvals, (d) will not violate any provision of the charter or bylaws of such Restricted Company, (e) will not violate any provision of Law applicable to it, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Consolidated Company. The Restricted Companies have (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect any asset transfer, change of control, merger, or consolidations permitted by the Loan Papers.

Authorization and Contravention. The execution and delivery by each Restricted Company Loan Party of each Loan Paper Document to which it is a party and the performance by such Restricted Company Loan Party of its obligations thereunder (a) are within the corporate or organizational power of such Restricted Company, Loan Party; (b) will have been duly authorized by all necessary corporate limited liability company, corporate, or partnership action on the part of such Restricted Company Loan Party when such Loan Paper Document is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Paper) other than, on or prior to the satisfaction of the conditions precedent set forth in SECTION 5.4, the Special Regulatory ApprovalsDocument), (d) will not violate any provision of the charter charter, bylaws, organizational documents, or bylaws partnership agreement of such Restricted Company, Loan Party; (e) will not violate any provision of Law applicable to itsuch Loan Party, other than such violations which individually or collectively could would not reasonably be expected to constitute a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it such Loan Party is a party, other than such violations which could would not reasonably be expected to constitute a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Consolidated CompanyLoan Party, other than as contemplated by this Agreement. The Restricted Companies have Each Loan Party has (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect any asset transfer, change of control, merger, or consolidations permitted by the Loan PapersDocuments except where the failure to so obtain would not reasonably be expected to be a Material Adverse Event.

Authorization and Contravention. The execution and delivery by each Restricted Company and Guarantor of each Loan Paper to which it is a party and the performance by such Restricted Company and Guarantor of its obligations thereunder (a) are within the corporate power of such Restricted CompanyCompany or Guarantor, (b) will have been duly authorized by all necessary corporate or partnership action on the part of such Restricted Company or Guarantor when such Loan Paper is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Paper) other than, on or prior to the satisfaction of the conditions precedent set forth in SECTION 5.4, the Special Regulatory Approvals), (d) will not violate any provision of the charter charter, bylaws, or bylaws partnership agreement of such Restricted CompanyCompany or Guarantor, (e) will not violate any provision of Law applicable to it, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Consolidated CompanyCompany or Guarantor. The Restricted Companies and Guarantors have (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect any asset transfer, change of control, merger, or consolidations permitted by the Loan Papers.

Authorization and Contravention. The execution execution, delivery, and delivery performance by each Restricted Company Borrower of each Loan Paper to which it is a party and the performance by such Restricted Company of its obligations thereunder (a) are within the corporate power of such Restricted CompanyBorrower, (b) will have been duly authorized by all necessary corporate action on the part of such Restricted Company Borrower when such Loan Paper is executed and delivered, (c) require no action by or in respect of, consent of, or filing with, any Governmental Authority, which action action, consent, or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Paper) other than, on or prior to the satisfaction of the conditions precedent set forth in SECTION 5.4, the Special Regulatory ApprovalsDate, (d) will not violate any provision of the charter or bylaws of such Restricted CompanyBorrower, (e) will not violate any provision of Law applicable to it, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Consolidated CompanyCompany that is material in relation to the Consolidated Companies taken as a whole. The Restricted Companies have (On and as of the MCI Merger Date, no action by, or will have upon consummation thereof) all necessary consents and approvals of in respect of, consent of, or filing with, any Person or Governmental Authority or other Person is required in connection with the MCI Merger which has not been obtained or performed on or prior to the MCI Merger Date or the failure of which to be obtained in order to effect any asset transfer, change of control, merger, or consolidations permitted by the Loan Papersperformed would not be a Material Adverse Event.

Authorization and Contravention. The execution and delivery by each Restricted Company of each Loan Paper Document to which it is a party and the performance by such Restricted Company of its obligations thereunder (a) are within the corporate corporate, partnership, or limited liability company power of such Restricted Company, (b) will have been duly authorized by all necessary corporate corporate, partnership, or limited liability company action on the part of such Restricted Company when such Loan Paper Document is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Paper) other than, on or prior to the satisfaction of the conditions precedent set forth in SECTION 5.4, the Special Regulatory ApprovalsDocument), (d) will not violate any provision of the charter charter, bylaws, limited liability company agreement, partnership agreement, or bylaws other organizational documents of such Restricted Company, (e) will not violate any provision of Law applicable to itsuch Company, other than OTHER THAN such violations which individually or collectively could not reasonably be expected to be a Material Adverse Event, (f) will not violate any material written or oral agreementsMaterial Agreements, contracts, commitments, or understandings to which it is a party, other than OTHER THAN such violations which could not reasonably be expected to be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Consolidated Company, OTHER THAN as expressly permitted by the Loan Documents. The Restricted Companies have Each Company has (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect the American Merger and any other asset transfer, change of control, merger, or consolidations consolidation permitted by the Loan PapersDocuments, EXCEPT where the failure to obtain such consents or approvals could not, individually or collectively, reasonably be expected to be a Material Adverse Event.

Authorization and Contravention. (a) The execution and delivery by each Restricted Company and Guarantor of each Loan Paper to which it is a party and the performance by such Restricted Company and Guarantor of its obligations thereunder (a) are within the corporate power of such Restricted CompanyCompany or Guarantor, (b) will have been duly authorized by all necessary corporate or partnership action on the part of such Restricted Company or Guarantor when such Loan Paper is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Paper) other than, on or prior to the satisfaction of the conditions precedent set forth in SECTION 5.4, the Special Regulatory Approvals), (d) will not violate any provision of the charter charter, bylaws, or bylaws partnership agreement of such Restricted CompanyCompany or Guarantor, (e) will not violate any provision of Law applicable to it, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Consolidated CompanyCompany or Guarantor. The Restricted Companies and Guarantors have (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect any asset transfer, change of control, merger, or consolidations permitted by the Loan Papers. (b) Each Service Agreement, and each of the transactions contemplated thereunder does not violate any applicable rule or regulation: (i) relating to the eligibility of a Managed Practice to receive payment and to participate as an accredited and certified provider of health care services under Medicare, Medicaid, CHAMPUS, CHAMPVA or any Blue Cross/Blue Shield or equivalent program, (ii) applicable to such Person as a result of its participation in such programs, (iii) relating to the licenses and permits required therein in connection therewith, or (iv) relating to the practice of medicine or the sharing of fees generated in connection therewith; except in each case ((I), (II), (III) and (IV)), for such violations, as individually or in the aggregate with all such events, have not had and could not reasonably be expected to have or result in a Material Adverse Event.

Authorization and Contravention. The execution and delivery by Borrower and each Restricted Company Guarantor of each Loan Paper Document to which it is a party and the performance by such Restricted Company Borrower and each Guarantor of its obligations thereunder (a) are within the corporate power of such Restricted Company, (b) will have been duly authorized by all necessary corporate or partnership action on the part of such Restricted Company when such Loan Paper Document is executed and delivered, (c) require no consent of, action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan PaperDocument) other than, on or prior to the satisfaction of the conditions precedent covenants set forth in SECTION 5.49.33, the Special Regulatory Approvals and the Transfer Approvals, (d) will not violate any provision of the charter charter, bylaws, or bylaws partnership agreement of such Restricted Company, (e) will not violate any provision of Law applicable to it, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Consolidated CompanyCompany other than pursuant to this Agreement. The Restricted Companies have (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority other than, on or prior to the satisfaction of the covenants set forth in SECTION 9.33, the Special Regulatory Approvals, or Transfer Approvals, required to be obtained in order to effect any asset transfer, change of control, merger, or consolidations permitted by the Loan PapersDocuments.

Authorization and Contravention. The execution and delivery by each Restricted Company Borrower of each Loan Paper to which it is a party and the performance by such Restricted Company Borrower of its obligations thereunder (a) are within the corporate partnership power of such Restricted CompanyBorrower, (b) will have been duly authorized by all necessary corporate partnership action on the part of such Restricted Company Borrower when such Loan Paper is executed and delivered, and (c) will not violate any provision of its partnership agreement. The execution and delivery by Borrower of each Loan Paper to which it is a party and the performance by Borrower of its obligations thereunder (w) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Paper) other than, on or prior to the satisfaction of the conditions precedent set forth in SECTION 5.4, the Special Regulatory Approvals), (d) will not violate any provision of the charter or bylaws of such Restricted Company, (ex) will not violate any provision of Law applicable to it, other than such violations which individually or collectively could not be a Material Adverse Event, (fy) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it is a party, other than such violations which could not be a Material Adverse Event, or (gz) will not result in the creation or imposition of any Lien on any asset of any Consolidated CompanyBorrower, other than Permitted Liens. The Restricted Companies have Borrower has (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect any asset transferacquire certain of the Collateral. . Upon execution and delivery by all parties thereto, change each Loan Paper will constitute a legal, valid, and binding obligation of controlBorrower, mergerenforceable against Borrower in accordance with its terms, or consolidations permitted except as enforceability may be limited by the Loan Papersapplicable Debtor Relief Laws and general principles of equity.

Authorization and Contravention. The execution and delivery by each Restricted Company Loan Party of each Loan Paper to which it is a party and the performance by such Restricted Company Loan Party of its obligations thereunder (a) are within the corporate or partnership power of such Restricted CompanyLoan Party, (b) will have been duly authorized by all necessary corporate or partnership action on the part of such Restricted Company Loan Party when such Loan Paper is executed and delivered, (c) require no Authorization, waiver, formal exemption from, or other action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Paper) other than), on or prior to the satisfaction of the conditions precedent set forth in SECTION 5.4, the Special Regulatory ApprovalsEXCEPT such actions which if not taken could not be a Material Adverse Event, (d) will not violate any provision of the charter charter, bylaws, or bylaws partnership agreement of such Restricted CompanyLoan Party, (e) will not violate any provision of Law applicable to it, other than OTHER THAN such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it is a party, other than OTHER THAN such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Consolidated CompanyLoan Party, OTHER THAN as contemplated by this Agreement. The Restricted Companies have (or will have upon consummation thereof) all necessary consents Authorizations, exemptions, filings, declarations, regulations, consents, and approvals of any Person or Governmental Authority required to be obtained in order to effect any Permitted Acquisition, asset transfer, change of control, merger, or consolidations consolidation permitted by the Loan Papers, EXCEPT those consents, approvals, Authorizations, exemptions, filings, declarations, or registrations, the failure of which to obtain would not be a Material Adverse Event and would not reasonably be expected to impair the value of the Companies or the benefit to be derived from any such transaction.

Authorization and Contravention. The execution and delivery by each Restricted Company ------------------------------- Loan Party of each Loan Paper Document to which it is a party and the performance by such Restricted Company Loan Party of its obligations thereunder (a) are within the corporate or organizational power of such Restricted Company, Loan Party; (b) will have been duly authorized by all necessary corporate limited liability company, corporate, or partnership action on the part of such Restricted Company Loan Party when such Loan Paper Document is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Paper) other than, on or prior to the satisfaction of the conditions precedent set forth in SECTION 5.4, the Special Regulatory ApprovalsDocument), (d) will not violate any provision of the charter charter, bylaws, organizational documents, or bylaws Partnership Agreement of such Restricted CompanyLoan Party, (e) will not violate any provision of Law applicable to itsuch Loan Party, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it such Loan Party is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Consolidated CompanyLoan Party, other than as contemplated by this Agreement. The Restricted Companies have Each Loan Party has (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect any asset transfer, change of control, merger, or consolidations permitted by the Loan PapersDocuments.

Authorization and Contravention. The execution and delivery by each Restricted Company of each Loan Paper Document to which it is a party and the performance by such Restricted Company of its obligations thereunder (a) are within the corporate corporate, partnership, or limited liability company power of such Restricted Company, (b) will have been duly authorized by all necessary corporate corporate, partnership, or limited liability company action on the part of such Restricted Company when such Loan Paper Document is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Funding Date (or if later, the date of execution and delivery of such Loan Paper) other than, on or prior to the satisfaction of the conditions precedent set forth in SECTION 5.4, the Special Regulatory ApprovalsDocument), (d) will not violate any provision of the charter charter, bylaws, limited liability company agreement, partnership agreement, or bylaws other organizational documents of such Restricted Company, (e) will not violate any provision of Law applicable to it, other than such violations which individually or collectively could not be a Material Adverse EventCompany, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it is a partyMaterial Agreements, other than such violations which could not reasonably be expected to be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Consolidated Company, other than as expressly permitted by the Loan Documents. The Restricted Companies have Each Company has (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect the Consolidation and any other asset transfer, change of control, merger, or consolidations consolidation permitted by the Loan PapersDocuments, except where the failure to obtain such consents or approvals could not, individually or collectively, reasonably be expected to be a Material Adverse Event.

Authorization and Contravention. The execution execution, delivery, and delivery performance by each Restricted Company Borrower of each Loan Paper to which it is a party and the performance by such Restricted Company of its obligations thereunder (a) are within the corporate power of such Restricted CompanyBorrower, (b) will have been duly authorized by all necessary corporate action on the part of such Restricted Company Borrower when such Loan Paper is executed and delivered, (c) require no action by or in respect of, consent of, or filing with, any Governmental Authority, which action action, consent, or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Paper) other than, on or prior to the satisfaction of the conditions precedent set forth in SECTION 5.4, the Special Regulatory ApprovalsDate, (d) will not violate any provision of the charter or bylaws of such Restricted CompanyBorrower, (e) will not violate any provision of Law applicable to it, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Consolidated CompanyCompany that is material in relation to the Consolidated Companies taken as a whole. The Restricted Companies have (On and as of the MCI Merger Date, no action by, or will have upon consummation thereof) all necessary consents and approvals of in respect of, consent of, or filing with, any Person or Governmental Authority or other Person is required in connection with the MCI Merger which has not been obtained or performed on or prior to the MCI Merger Date or the failure of which to be obtained in order to effect any asset transfer, change of control, merger, or consolidations permitted by the Loan Papers.performed would not be a Material Adverse Event. 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT

Authorization and Contravention. The execution and delivery by each Restricted Company Loan Party of each Loan Paper Document to which it is a party and the performance by such Restricted Company Loan Party of its obligations thereunder (a) are within the corporate or organizational power of such Restricted Company, Loan Party; (b) will have been duly authorized by all necessary corporate limited liability company, corporate, or partnership action on the part of such Restricted Company Loan Party when such Loan Paper Document is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Effective Date (or if later, the date of execution and delivery of such Loan Paper) other than, on or prior to the satisfaction of the conditions precedent set forth in SECTION 5.4, the Special Regulatory ApprovalsDocument), (d) will not violate any provision of the charter charter, bylaws, organizational documents, or bylaws Partnership Agreement of such Restricted CompanyLoan Party, (e) will not violate any provision of Law applicable to itsuch Loan Party, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it such Loan Party is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Consolidated CompanyLoan Party, other than as contemplated by this Agreement. The Restricted Companies have Each Loan Party has (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect any asset transfer, change of control, merger, or consolidations permitted by the Loan PapersDocuments.

Authorization and Contravention. The execution and delivery by each Restricted Company of each Loan Paper Document to which it is a party and the performance by such Restricted Company of its obligations thereunder (a) are within the corporate corporate, partnership, or limited liability company power of such Restricted Company, (b) will have been duly authorized by all necessary corporate corporate, partnership, or limited liability company action on the part of such Restricted Company when such Loan Paper Document is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Paper) other than, on or prior to the satisfaction of the conditions precedent set forth in SECTION 5.4, the Special Regulatory ApprovalsDocument), (d) will not violate any provision of the charter charter, bylaws, limited liability company agreement, partnership agreement, or bylaws Credit Agreement 60 other organizational documents of such Restricted Company, (e) will not violate any provision of Law applicable to itsuch Company, other than such violations which individually or collectively could not reasonably be expected to be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it is a partyMaterial Agreements, other than such violations which could not reasonably be expected to be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Consolidated Company, other than as expressly permitted by the Loan Documents. The Restricted Companies have Each Company has (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect the American Merger and any other asset transfer, change of control, merger, or consolidations consolidation permitted by the Loan PapersDocuments, except where the failure to obtain such consents or approvals could not, individually or collectively, reasonably be expected to be a Material Adverse Event.

Authorization and Contravention. The execution and delivery by each Restricted Company Loan Party of each Loan Paper Document to which it is a party and the performance by such Restricted Company Loan Party of its obligations thereunder (a) are within the corporate organizational power of such Restricted Company, Loan Party; (b) will have been duly authorized by all necessary corporate organizational action on the part of such Restricted Company Loan Party when such Loan Paper Document is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Paper) other than, on or prior to the satisfaction of the conditions precedent set forth in SECTION 5.4, the Special Regulatory ApprovalsDocument), (d) will not violate any provision of the charter or bylaws Constituent Documents of such Restricted CompanyLoan Party, (e) will not violate any provision of Law applicable to it, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings Material Agreements to which it is a party, other than such violations which could not be a Material Adverse Event, or and (g) will not result in the creation or imposition of any Lien on any asset of any Consolidated CompanyLoan Party, other than as contemplated by this Agreement. The Restricted Companies have Each Loan Party has (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect any asset transfer, change of control, merger, or consolidations permitted by the Loan PapersDocuments.

Authorization and Contravention. The execution and delivery by each Restricted Company Loan Party of each Loan Paper Document to which it is a party and the performance by such Restricted Company Loan Party of its obligations thereunder (a) are within the corporate or organizational power of such Restricted Company, Loan Party; (b) will have been duly authorized by all necessary corporate limited liability company, corporate, or partnership action on the part of such Restricted Company Loan Party when such Loan Paper Document is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Paper) other than, on or prior to the satisfaction of the conditions precedent set forth in SECTION 5.4, the Special Regulatory ApprovalsDocument), (d) will not violate any provision of the charter charter, bylaws, organizational documents, or bylaws Partnership Agreement of such Restricted CompanyLoan Party, (e) will not violate any provision of Law applicable to itsuch Loan Party, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it such Loan Party is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Consolidated CompanyLoan Party, OTHER THAN as contemplated by this Agreement. The Restricted Companies have Each Loan Party has (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect any asset transfer, change of control, merger, or consolidations permitted by the Loan PapersDocuments.