Common use of Compliance with Laws and Instruments Clause in Contracts

Compliance with Laws and Instruments. The business, properties and operations of the Company have been and are being conducted in compliance in all material respects with all applicable laws, rules and regulations, except for such violations thereof for which the penalties, in the aggregate, would not have a Material Adverse Effect on the Condition of the Company. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the consummation by the Company of the Transactions to which it is a party: (a) will not require any authorization, consent or approval of, or filing or registration with, any court or governmental agency or instrumentality, except such as shall have been obtained prior to the Closing or as set forth in Schedule 2.6 of the Disclosure Schedules, (b) will not cause the Company to violate or contravene (i) any provision of Law, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of the articles of organization or operating agreement of the Company, (c) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other contract, agreement or instrument to which the Company is a party or by which the Company or any of its properties is bound or affected, except as would not have a Material Adverse Effect on the condition of the Company, and (d) will not result in the creation or imposition of any Lien upon any property or asset of the Company. The Company is not in violation of, or (with or without notice or lapse of time, or both) in default under, any term or provision of its articles of organization or operating agreement, each as amended, or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or any other material agreement or instrument to which the Company is a party or by which the Company or any of its properties is bound or affected, in each case, except as would not have a Material Adverse Effect on the Condition of the Company.

Compliance with Laws and Instruments. The business, properties and operations of the Company have been and are being conducted in compliance in all material respects with all applicable laws, rules and regulations, except for such violations thereof for which the penalties, in the aggregate, would not have a Material Adverse Effect on the Condition of the Company. The execution, delivery and performance by the Company Companies of the Transaction Documents to which it is a party this Agreement and the consummation by the Company Companies of the Transactions to which it is a partytransactions contemplated by this Agreement: (a) will not require any authorization, consent or approval of, or filing or registration with, any court or governmental agency or instrumentality, except such as shall have been obtained prior to the Closing or as set forth in Schedule 2.6 of the Disclosure Schedules2.7, (b) will not cause the Company Companies to violate or contravene (i) any provision of Lawlaw, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of the articles Articles of organization Incorporation or operating agreement By-laws of the CompanyCompanies, (c) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other contract, agreement or instrument to which either of the Company Companies is a party or by which the Company Companies or any of its their respective properties is bound or affected, except as would where any such violation, conflict, breach or default could not reasonably be expected to have a Material Adverse Effect on the condition of the CompanyEffect, and (d) will not result in the creation or imposition of any Lien upon any property or asset of the CompanyCompanies. The Company To the knowledge of the Companies, neither of the Companies is not in violation of, or (with or without notice or lapse of time, or both) in default under, any term or provision of its articles Articles of organization Incorporation or operating agreement, each as amended, By-laws or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or any other material agreement or instrument to which either of the Company Companies is a party or by which either of the Company Companies or any of its their respective properties is bound or affected, in each case, case except as would could not reasonably be expected to have a Material Adverse Effect on the Condition of the CompanyEffect.

Compliance with Laws and Instruments. The To the knowledge of the Company, the business, properties products and operations of the Company have been and are being conducted in compliance in all material respects with all applicable laws, rules and regulations, except for such violations thereof for which the penalties, in the aggregate, would not have a Material Adverse Effect material adverse effect on the Condition of the Company. The execution, delivery and performance by the Company of the Transaction Merger Documents to which it is a party and the consummation by the Company of the Transactions to which it is a partytransactions contemplated by this Agreement: (a) will not require any authorization, consent or approval of, or filing or registration with, any court or governmental agency or instrumentality, except such as shall have been obtained prior to the Closing or as set forth in Schedule 2.6 of the Disclosure Schedules, (b) will not cause the Company to violate or contravene (i) any applicable provision of Lawlaw, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any courtcourt for which such violation or contravention would not have a material adverse effect on the Condition of the Company, or (iv) any provision of the articles Certificate of organization Incorporation or operating agreement By-Laws of the Company, (cb) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other contract, agreement or instrument to which the Company is a party or by which the Company or any of its properties is bound or affected, except as would not have a Material Adverse Effect material adverse effect on the condition Condition of the Company, Company and (dc) will not result in the creation or imposition of any Lien upon any property or asset of the Company. The Company is not in violation of, or (with or without notice or lapse of time, or both) in default under, any term or provision of its articles Certificate of organization Incorporation or operating agreement, each as amended, By-Laws or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or or, except as would not materially and adversely affect the Condition of the Company, any other material agreement or instrument to which the Company is a party or by which the Company or any of its properties is bound or affected, in each case, except as would not have a Material Adverse Effect on the Condition of the Company.

Compliance with Laws and Instruments. The business, properties and operations of the Company have been and are being conducted in compliance in all material respects with all applicable laws, rules and regulations, except for such violations thereof for which the penalties, in the aggregate, would not have a Material Adverse Effect on the Condition of the Company. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party this Agreement and the consummation by the Company of the Transactions to which it is a partytransactions contemplated by this Agreement: (a) will not require any authorization, consent or approval of, or filing or registration with, the consent of any third party or any court or governmental agency or instrumentality, except such as shall have been obtained prior to the Closing or as set forth in on Schedule 2.6 of the Disclosure Schedules2.7 hereto, (b) will not cause the Company to violate or contravene (i) any provision of Lawlaw, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (iv) any provision of the articles Certificate of organization Incorporation or operating agreement By-laws of the Company, (c) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other contract, agreement or instrument to which the Company is a party or by which the Company or any of its properties is bound or affected, except as would where any such violation, conflict, breach or default could not reasonably be expected to have a Company Material Adverse Effect on the condition of the CompanyEffect, and (d) will not result in the creation or imposition of any Lien upon any property or asset of the Company. The To the knowledge of the Company, the Company is not in violation of, or (with or without notice or lapse of time, or both) in default under, any term or provision of its articles Certificate of organization Incorporation or operating agreement, each as amended, By-laws or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or any other material agreement or instrument to which the Company is a party or by which the Company or any of its properties is bound or affected, in each case, case except as would could not reasonably be expected to have a Company Material Adverse Effect on the Condition of the CompanyEffect.