Common use of Compliance with Laws and Contracts Clause in Contracts

Compliance with Laws and Contracts. The Borrower and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective Properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, the application of the proceeds of the Loans, the consummation of any transaction contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulation T, Regulation U and Regulation X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower’s or any Subsidiary’s articles or certificate of incorporation or similar charter document, as the case may be, or by-laws or operating agreement, as the case may be, (b) violate the provisions of or require the approval or consent of any party to any material indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by the Loan Documents) in, of or on the Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or members, as applicable, of any Person.

Compliance with Laws and Contracts. The Borrower and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective Properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, the application of the proceeds of the LoansLoans and the Letters of Credit, the consummation of any transaction contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulation T, Regulation U and Regulation X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower’s or any Subsidiary’s charter, articles or certificate of incorporation or similar charter document, as the case may be, or by-laws or operating agreement, as the case may belaws, (b) violate the provisions of or require the approval or consent of any party to any material indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by by, the Loan Documents) in, of or on the Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or members, as applicable, of any Person.

Compliance with Laws and Contracts. The Borrower and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective Properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, the application of the proceeds of the Loans, the consummation of any transaction contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulation T, Regulation U and Regulation X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower’s or any Subsidiary’s charter, articles or certificate of incorporation or similar charter document, as the case may be, or by-laws or operating agreement, as the case may belaws, (bb)(i) violate the provisions of or require the approval or consent of any party to any material indenture, instrument or agreement to which the Borrower Ralcorp or any Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by by, the Loan Documents) in, of or on the Property of the Borrower Ralcorp or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement or (ii) violate the provisions of or require the approval or consent of any party to any material indenture, instrument or agreement, in each case relating to Indebtedness, to which Kraft Foods Inc., KFG or any Subsidiary is a party or is subject, or by which it, or its Property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by, the Loan Documents) in, of or on the Property of Kraft Foods Inc., KFG or any Subsidiary pursuant to the terms of any such material indenture, instrument or agreement, or (c) require any consent of the stockholders or members, as applicable, of any Person.

Compliance with Laws and Contracts. The Borrower and its ---------------------------------- Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective Propertiesproperties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower or any Guarantor Borrowers of the Loan Documents to which it is a party, the application of the proceeds of the Loans, Loans or the consummation of any transaction the transactions contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulation Regulations G, T, Regulation U and Regulation X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower’s 's or any Subsidiary’s 's charter, articles or certificate of incorporation or similar charter document, as the case may be, or by-laws or operating agreement, as the case may belaws, (b) violate the provisions of or require the approval or consent of any party to any material indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by by, the Loan Documents) in, of or on the Property property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or members, as applicable, of any Person, except for approvals or consents which will be obtained on or before the initial Advance and are disclosed on Schedule 5.3, ------------ except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower and its -------------------------------------- Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective Propertiesproperties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, the application of the proceeds of the Loans, the consummation of any transaction contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulation Regulations T, Regulation U and Regulation X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower’s 's or any Subsidiary’s 's charter, articles or certificate of incorporation or similar charter document, as the case may be, or by-laws or operating agreement, as the case may belaws, (b) violate the provisions of or require the approval or consent of any party to any material indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by by, the Loan Documents) in, of or on the Property property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or members, as applicable, of any Person.

Compliance with Laws and Contracts. The Borrower and its Subsidiaries ----------------------------------- have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective Propertiesproperties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, the application of the proceeds of the LoansLoans and the Facility Letters of Credit, the consummation of any transaction contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulation T, Regulation U and Regulation X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower’s 's or any Subsidiary’s 's charter, articles or certificate of incorporation or similar charter document, as the case may be, or by-laws or operating agreement, as the case may belaws, (b) violate the provisions of or require the approval or consent of any party to any material indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by by, the Loan Documents) in, of or on the Property property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or members, as applicable, of any Person.

Compliance with Laws and Contracts. The Borrower and its ---------------------------------- Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective Propertiesproperties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, the application of the proceeds of the Loans, Loans and the consummation Facility Letters of Credit or any other transaction contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulation Regulations T, Regulation U and Regulation X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower’s 's or any Subsidiary’s 's charter, articles or certificate of incorporation or similar charter document, as the case may be, or by-laws or operating agreement, as the case may belaws, (b) violate the provisions of or require the approval or consent of any party to any material indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by by, and created under, the Loan Documents) in, of or on the Property property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or members, as applicable, of any Person., except for approvals or consents which will be obtained on or before the initial Advance and are disclosed on Schedule 5.3. ------------

Compliance with Laws and Contracts. The Borrower and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders orders, judgments, decrees and restrictions restrictions, including, without limitation, all Environmental Laws, of any domestic or foreign government or any instrumentality or agency thereof, Governmental Authority having jurisdiction over the conduct of their respective businesses or the ownership of their respective Properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a partyDocuments, the application of the proceeds of the Loans, the consummation of the Closing Transactions or any other transaction contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulation T, Regulation Regulations U and Regulation or X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower’s 's or any Subsidiary’s 's charter, articles or certificate of incorporation or similar charter document, as the case may be, or by-laws or operating agreement, as the case may belaws, (b) violate the provisions of or require the approval or consent of any party to any material indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, it or its Property, Property is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by by, the Loan Documents) in, of or on the Property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or members, as applicable, of any Person, except for approvals or consents which have been obtained at or before the time of the initial Advance and are disclosed on Schedule 5.3 and except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement which could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective Propertiesproperties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, the application of the proceeds of the LoansLoans and the Facility Letters of Credit, the consummation of any transaction contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulation T, Regulation U and Regulation X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower’s or any Subsidiary’s charter, articles or certificate of incorporation or similar charter document, as the case may be, or by-laws or operating agreement, as the case may belaws, (b) violate the provisions of or require the approval or consent of any party to any material indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by by, the Loan Documents) in, of or on the Property property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or members, as applicable, of any Person.

Compliance with Laws and Contracts. The Borrower and its Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective Propertiesproperties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower or any Guarantor Borrowers of the Loan Documents to which it is a party, the application of the proceeds of the Loans, Loans or the consummation of any transaction the transactions contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulation Regulations G, T, Regulation U and Regulation X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower’s 's or any Subsidiary’s 's charter, articles or certificate of incorporation or similar charter document, as the case may be, or by-laws or operating agreement, as the case may belaws, (b) violate the provisions of or require the approval or consent of any party to any material indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by by, the Loan Documents) in, of or on the Property property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or members, as applicable, of any Person, except for approvals or consents which will be obtained on or before the initial Advance and are disclosed on Schedule 5.3, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

Compliance with Laws and Contracts. The Borrower and its Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective Propertiesproperties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower or any Guarantor of the Loan Documents to which it is a party, the application of the proceeds of the LoansLoans and the Facility Letters of Credit, the consummation of any transaction contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulation Regulations G, T, Regulation U and Regulation X), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower’s 's or any Subsidiary’s 's charter, articles or certificate of incorporation or similar charter document, as the case may be, or by-laws or operating agreement, as the case may belaws, (b) violate the provisions of or require the approval or consent of any party to any material indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its Propertyproperty, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by by, the Loan Documents) in, of or on the Property property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders or members, as applicable, of any Person.