Common use of Authorization of Agreements, Etc Clause in Contracts

Authorization of Agreements, Etc. (a) The execution and delivery by the Company of this Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the Warrant, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxx.

Authorization of Agreements, Etc. (a) The Except as set forth on Schedule 2.04 and subject to Section 2.04(b), each of (i) the execution and delivery by the Company of this Agreement Agreement, the Notes, the Amended and Restated Registration Rights Agreement, dated as of the Closing Date (the "Registration Rights Agreement"), among the Company and the Other Loan Documents (andPurchaser, with respect to Bartxxxin substantially the form attached hereto as Exhibit B, xxe Security Agreement and the Bartxxx XxxrantyMissouri Future Advance Deed of Trust and Security Agreement, in substantially the form attached hereto as Exhibit C, dated as of May 11, 2001, between the Company's subsidiary and the Purchaser, (the "Deed," and collectively with the Registration Rights Agreement, the "Ancillary Agreements"), (ii) the performance by the Company of its obligations hereunder and thereunder thereunder, and (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), iii) the issuance, sale and delivery by the Company of the Note and the Warrant, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, have Notes has been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance government, any rule or regulation of the Warrant Shares may require filings National Association of Securities Dealers, Inc., the Nasdaq stock market or any rule of any other securities exchange under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)may be subject, the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)Bylaws of the Company, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lienliens, chargeclaims, restrictioncharges, claim restrictions, rights of others, security interests, prior assignments or encumbrance other encumbrances (collectively, "Claims") in favor of any nature whatsoever third Person upon any of the properties or assets of the Company or Bartxxxany of its Subsidiaries, except that no representation is made as to the compliance of the indemnification or contribution provisions of the Registration Rights Agreement with law or public policy.

Authorization of Agreements, Etc. (a) The execution execution, delivery and delivery performance by the Company Corporation of this Agreement, the Registration Rights Agreement, the Stockholders Agreement and the Other Loan Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery of the Note and the WarrantMarketing Agreement, and the issuance, sale sale, delivery and delivery performance of the Warrant First Common Shares upon and, assuming the exercise approval of the Warrantstockholders contemplated by Section 8.3, the Second Common Shares, the Warrant and the Warrant Shares, (i) have been duly authorized by all requisite corporate action and action, (ii) will not violate (v) any provision of law, (w) the rules of the Nasdaq Stock Market, (x) any order of any court or other agency of government government, (except that y) the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period), the Articles of Organization of the Company, as amended (the "Charter") Charter or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or (z) any provision of any indenture, agreement or other instrument to which either the Company Corporation or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its respective properties or assets is bound, or (iii) will not conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such order, indenture, agreement or other instrument, or and (iv) will not result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company Corporation except for such exceptions to clauses (ii)(z), (iii) and (iv) which, individually and in the aggregate, could not reasonably be expected to have a material adverse effect on the condition (financial or Bartxxxotherwise), results of operations or business, prospects or property of the Corporation and its subsidiaries, taken as a whole (a "Material Adverse Effect"), and which, individually and in the aggregate, could not reasonably be expected to have any adverse effect on the rights of Investor under this Agreement, the Stockholders Agreement, the Registration Rights Agreement, the Marketing Agreement and the Warrant.

Authorization of Agreements, Etc. (a) The execution and delivery by the Company and each of this Agreement and the Other Loan Related Parties of the Transaction Documents (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty)which each such entity is a party, the performance by the Company of its obligations hereunder and thereunder (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), the issuance, sale and delivery Related Parties of the Note and the Warranttheir respective obligations thereunder, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, Purchased Units have been duly authorized by all requisite corporate action action, (including, for the avoidance of doubt, the requisite approval of the directors of the Related Parties and the unanimous approval of all members of the Company) and do not and will not violate any provision of law, any order of any court or other agency of government (except that government, the issuance Certificate of Formation of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by Company (the Company within the requisite time period“Certificate”), the Articles organizational documents of Organization any of the CompanyRelated Parties, as amended (the "Charter") or the By-laws LLC Agreement, or, except as set forth on Section 2.2(a) of the CompanyDisclosure Schedule, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws), or any provision of any indenture, agreement or other instrument to which either the Company Company, the Related Parties, or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its their respective properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default default, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation, under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or Bartxxxthe Related Parties, or result in the imposition of a penalty on the Company or the Related Parties or other adverse consequence.

Authorization of Agreements, Etc. (a) The Except as set forth on Schedule 2.04, each of (i) the execution and delivery by the Company of this Agreement Agreement, the Notes, the Registration Rights Agreement, dated as of the Closing Date (the "Registration Rights Agreement"), among the Company and the Other Loan Documents (andPurchasers, with respect to Bartxxx, xxe Security Agreement in substantially the form attached hereto as Exhibit B and the Bartxxx XxxrantyDeed of Trust, dated as of the Closing Date, between the Company's subsidiary and the Purchasers, in form and in substance reasonably satisfactory to WCAS (the "Deed," and collectively with the Notes and the Registration Rights Agreement, the "Ancillary Agreements"), (ii) the performance by the Company of its obligations hereunder and thereunder thereunder, and (and, with respect to Bartxxx, xxe Security Agreement and the Bartxxx Xxxranty), iii) the issuance, sale and delivery by the Company of the Note and the Warrant, and the issuance, sale and delivery of the Warrant Shares upon the exercise of the Warrant, have Notes has been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government (except that the issuance of the Warrant Shares may require filings under one or more state securities laws, all of which filings will be made by the Company within the requisite time period)government, the Articles of Organization of the Company, as amended (the "Charter") or the By-laws of the Company, as amended (the "By-laws") (or, with respect to Bartxxx, xxs Certificate of Incorporation or By-laws)Bylaws of the Company, or any provision of any indenture, agreement or other instrument to which either the Company or Bartxxx xx a party or by which either the Company or Bartxxx xx any of its properties or assets is bound, or conflict with, result in a breach of or constitute (whether with or without due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lienliens, chargeclaims, restrictioncharges, claim restrictions, rights of others, security interests, prior assignments or encumbrance other encumbrances (collectively, "Claims") in favor of any nature whatsoever third person upon any of the properties or assets of the Company or Bartxxxany of its subsidiaries, except that no representation is made as to the compliance of the indemnification or contribution provisions of the Registration Rights Agreement with law or public policy. The Board of Directors of the Company has taken all actions necessary under the Delaware General Corporation Law (the "DGCL"), including approving the transactions contemplated by this Agreement, to ensure that Section 203 of the DGCL does not apply to the Purchasers.