Compliance with Laws, Other Instruments. The execution, delivery and performance by the Issuer of this agreement will not (a) contravene, result in any breach of, or constitute a default under or result in the creation of any lien in respect of any property of the Issuer under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or bylaws, or any other material agreement or instrument to which the Issuer is bound or by which the Issuer or any of its respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or governmental authority applicable to the Issuer or (c) violate any provision of any statute or other rule or regulation of any governmental authority applicable to the Issuer.
Compliance with Laws, Other Instruments. No Conflicts, etc.
(a) Except as set forth in Schedule 2.5, neither the Company nor any Subsidiary is (i) in violation of any term or provision of its corporate charter or by-laws or (ii) in violation of or default under (A) any term or provision of any agreement, indenture, mortgage, instrument, permit or license to which it is a party or by which it or any of its properties may be bound or affected or (B) to the Company's knowledge, any existing statute, law, governmental rule, regulation or ordinance, or any order of any court, arbitrator or Governmental Body applicable to it or its properties (including, without limitation, any statute, law, rule, regulation, ordinance or order relating to occupational health and safety standards, or equal employment practice requirements), the consequences of which violation or default, either in any one case or taken together with all other such violations or defaults, (x) could have a Material Adverse Effect or (y) could materially and adversely affect the ability of the Company to perform its obligations under this Agreement or any Exhibit to which it is a party.
(b) Except as set forth in Schedule 2.5, neither the execution, delivery or performance by the Company of this Agreement or any other Exhibit to which it is a party, nor compliance by the Company with the respective terms hereof and thereof, as the case may be, will result in (i) any violation of or be in conflict with or constitute a default under (A) any term or provision of the corporate charter or by-laws of the Company or any Subsidiary, (B) any term or provision of any agreement, indenture, mortgage, instrument, permit or license to which it is a party or by which it or any of its properties may be bound or affected, or (C) to the Company's knowledge, any existing statute, law, governmental rule, regulation or ordinance, or any order of any court, arbitrator or Governmental Body applicable to it or its properties, or (ii) the creation of (or impose any obligation on the Company or any Subsidiary to create) any lien upon any of the properties or assets of the Company or any Subsidiary.
Compliance with Laws, Other Instruments. To its knowledge, the Company is not in violation of or in default under any provision of its Articles or Bylaws, each as in effect on and as of the date of this Agreement. To the Company's knowledge, the Company is not in violation of any provision of any statute, law, rule or regulation. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby will not result in any such default or violation, or conflict with or constitute, with or without the passage of time or the giving of notice or both, such a default or violation under (a) the Company's Articles or Bylaws, (b) any Contract, or (c) any statutes, laws, rules or regulations applicable to the Company, other than those defaults, violations or conflicts which, if adversely determined, could not reasonably be expected to have a Material Adverse Effect.
Compliance with Laws, Other Instruments. The execution, delivery and performance by the Borrower of this Agreement or any other Loan Document will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any lien in respect of any property of the Borrower or any Subsidiary under, (A) the corporate charter, by-laws or shareholders agreement of the Borrower or any Subsidiary or (B) any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease or any other agreement or instrument to which the Borrower or any Subsidiary is bound or by which the Borrower or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to the Borrower or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Borrower or any Subsidiary except where any of the foregoing (other than clause (i)(A) above), individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. Except for public disclosure filings required to be made by the Borrower with the SEC, no consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Borrower of this Agreement and any other Loan Document.
Compliance with Laws, Other Instruments. The execution, delivery and performance by the Company of the Indenture and the Securities will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company under (1) its corporate charter or by-laws or (2) any material indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease or any other material agreement or instrument to which the Company is bound or by which the Company or any of its properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company.
Compliance with Laws, Other Instruments. Etc TC “Section 5.6. Compliance with Laws, Other Instruments, Etc” \f C \l “2” . The execution, delivery and performance by each Note Party of each Note Document to which it is a party will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Note Party or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter, memorandum of association, articles of association, regulations or by-laws, shareholders agreement or any other agreement or instrument to which any Note Party or any Subsidiary is bound or by which any Note Party or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to any Note Party or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Note Party or any Subsidiary.
Compliance with Laws, Other Instruments. The execution, delivery and performance by the Issuer of the Transaction Documents will not (a) contravene, result in any breach of, or constitute a default under or result in the creation of any lien in respect of any property of the Issuer or any Significant Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or bylaws, or any other material agreement or instrument to which the Issuer is bound or by which the Issuer or any of its respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or governmental authority applicable to the Issuer or any Significant Subsidiary, or by which any property or asset of the Issuer or any Significant Subsidiary is bound or affected, (c) violate any provision of any statute or other rule or regulation of any governmental authority applicable to the Issuer, or (d) conflict with or violate any provision of the Issuer’s certificate or articles of incorporation, bylaws or other organizational or charter documents; except in the case of subsections (a) and (b) as would not be reasonably likely to have a Material Adverse Effect. Other than in connection or in compliance with the provisions of the Securities Act, no notice to, filing with, exemption or review by, or authorization, consent, approval of, any governmental authority is necessary for the consummation of the transactions contemplated by the Transaction Documents.
Compliance with Laws, Other Instruments. Etc TC “Section 8.3. Compliance with Laws, Other instruments, Etc” \f A \l “2” . The execution, delivery and performance by such Guarantor of this Guaranty Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Guarantor or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documents, or any other agreement or instrument to which such Guarantor or any of its Subsidiaries is bound or by which such Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Guarantor or any of its Subsidiaries or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Guarantor or any of its Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of America or any State or other political subdivision thereof, or (ii) any other jurisdiction in which such Guarantor or any of its Subsidiaries conducts all or any part of its business, or which asserts jurisdiction over any properties of such Guarantor or any of its Subsidiaries, or (y) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.
Compliance with Laws, Other Instruments etc. The execu- tion, delivery and performance by the Guarantor of this Guarantee will not (j) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Guarantor under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other agreement or instrument to which the Guarantor is bound or by which the Guarantor may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling or any court, arbitrator or Governmental Authority applicable to the Guarantor or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Guarantor except where such contraventions, breaches, defaults, Liens, conflicts or violations would not reasonably be expected to have, in the aggregate, a Guarantor Material Adverse Effect.
Compliance with Laws, Other Instruments. The Company has conducted and continue to conduct its business in material compliance with all foreign, federal, national, supranational, state, provincial, local or similar statutes, laws, ordinances, regulations, rules, codes, orders, requirements or rules of law (including common law) (collectively, “laws”), and governmental orders, applicable to the Company or its assets or business, including, but not limited to The Telephone Consumer Protection Act, and The Federal Telemarketing Consumer Fraud and Abuse Act of 1994, and the Company is not in violation of any such law or governmental order. The Company has not received any communication from any Governmental Authority that alleges that the Company is in violation in any material respect of any such law or governmental order. The Company is not in violation or default (i) of any provisions of its Charter, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.
