Common use of Conflicting Agreements and Other Matters Clause in Contracts

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other restriction which materially and adversely affects its business, property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Agreement, the Notes or any other Loan Document, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the other Loan Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries other than the Liens created in favor of the Collateral Agent for the ratable benefit of the Holders and the Banks pursuant to, the Company Partnership Agreement or the charter or by-laws or other organizational documents of any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with partners or members), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its limited partnership agreement or limited liability company agreement) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Company of the type to be evidenced by the Notes, or Debt of the Subsidiaries that are Guarantors of the type to be evidenced by the Guaranties, except as set forth in the agreements listed in Schedule 8G attached hereto.

Conflicting Agreements and Other Matters. Neither the Company Credit Parties nor any of its their respective Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, condition (financial or otherwise) or operationscould reasonably be expected to result in a Material Adverse Effect. Neither the execution nor delivery of this Agreement, the Shelf Notes or any other Loan Transaction Document, nor the offering, issuance and sale of the Shelf Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the other Loan Documents Shelf Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company any Credit Party or any of its their respective Subsidiaries other than the Liens created in favor of the Collateral Agent for the ratable benefit of the Holders and the Banks pursuant to, the Company Partnership Agreement or the charter or by-laws or other organizational documents of any of its Subsidiariessuch Person, any award of any arbitrator or any agreement (including any agreement with partners or membersstockholders of such Person), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company Co-Issuers or any of its their respective Subsidiaries is subject. Neither the Company Credit Parties nor any of its their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt Indebtedness of the Company or such SubsidiaryPerson, any agreement relating thereto or any other contract or agreement (including its limited partnership agreement or limited liability company agreementcharter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt Indebtedness of the Company such Person of the type to be evidenced by the Notes, Shelf Notes or Debt of the Subsidiaries that are Guarantors of the type to be evidenced created by the Guaranties, Subsidiary Guaranty except as set forth in the agreements listed in Schedule 8G attached heretohereto (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Co-Issuers to Prudential).

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its the business, property or property, assets, or financial condition (financial or otherwise) or operationsof the Company and its Subsidiaries, taken as a whole. Neither the execution nor delivery of this Agreement, the Notes Agreement or any other Loan Document, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the other Loan Documents Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries other than the Liens created in favor of the Collateral Agent for the ratable benefit of the Holders and the Banks pursuant to, the Company Partnership Agreement or the charter or by-laws of the Company or other organizational documents of any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with partners stockholders) or members)instrument to which the Company or any of its Subsidiaries is now a party, instrumentor result in the creation of any Lien on any property or assets of the Company or any of its Subsidiaries, or constitute a violation of any law, statute, rule, regulation, order, judgment, decree, statute, law, rule judgment or regulation decree to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its limited partnership agreement or limited liability company agreementcharter) which (i) limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Company Companies of the type to be evidenced by the NotesCredit, or Debt (ii) which imposes restrictions on the granting of Liens by the Companies on otherwise unencumbered assets of the Subsidiaries that are Guarantors of Companies as security for the type to be evidenced by the Guaranties, except as set forth in the agreements listed in Schedule 8G attached heretoCredit.

Conflicting Agreements and Other Matters. Neither the Company Guarantor, the Master Partnership nor any of its Subsidiaries the Operating Companies is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, condition (financial or otherwise) or operationscould reasonably be expected to have a Material Adverse Effect. Neither the execution nor the delivery of this Guaranty, the Note Agreement, the Notes or any Notes, the other Loan Document, nor the offering, issuance and sale of the NotesNote Documents, nor fulfillment of nor compliance with the terms and provisions hereof and of this Guaranty, the Note Agreement, the Notes, the other Loan Initial Note Documents or the ESOP Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company Guarantor, the Master Partnership or any of its Subsidiaries other than the Liens created in favor of the Collateral Agent for the ratable benefit of the Holders and the Banks Operating Companies pursuant to, the Company Partnership Agreement or the charter or by-laws bylaws of the Guarantor, any partnership agreement or other organizational documents of limited liability company operating agreement governing the Master Partnership or any of its SubsidiariesOperating Company, any award of any arbitrator or any agreement (including any partnership agreement and any agreement with partners or membersstockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which any of the Company Guarantor, the Master Partnership, or any of its Subsidiaries Operating Company is subject. Neither the Company nor any of its Subsidiaries The Guarantor is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt of the Company or such Subsidiaryinstrument, any agreement relating thereto or any other contract or agreement (including its limited partnership agreement or limited liability company agreementcharter) which limits the amount of, or otherwise imposes restrictions on the incurring providing of, Debt Guarantees. Neither the Guarantor, the Master Partnership nor any Operating Company is in default in the payment, performance or observance of any contract, agreement or other instrument to which it is a party or by which it or its properties or assets may be bound, which individually or together with all other such defaults could reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Company Guarantor to perform or observe the provisions of the type to be evidenced by Note Documents or the Notes, or Debt of the Subsidiaries that are Guarantors of the type to be evidenced by the Guaranties, except as set forth in the agreements listed in Schedule 8G attached heretoESOP Documents.

Conflicting Agreements and Other Matters. Neither the Company such Guarantor nor any of its Subsidiaries is a party to or otherwise subject to any contract or agreement or subject to any charter or other corporate, limited partnership or limited liability company (as applicable) restriction which materially and adversely affects its business, property or assets, condition (financial or otherwise) or operationscould reasonably be expected to have a Material Adverse Effect. Neither the execution nor delivery of this Guaranty Agreement, the Notes Shelf Agreement or any other Loan Documentthe Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Shelf Agreement, the Notes and any other Loan Note Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company such Guarantor or any of its Subsidiaries other than the Liens created in favor of the Collateral Agent for the ratable benefit of the Holders and the Banks pursuant to, the Company Partnership Agreement or the charter or charter, by-laws laws, limited partnership agreement, limited liability company agreement, regulations or other organizational documents of such Guarantor or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with partners stockholders or members), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company such Guarantor or any of its Subsidiaries is subject. Neither the Company such Guarantor nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt Indebtedness of the Company such Guarantor or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, limited partnership agreement or agreement, limited liability company agreementagreement or other organizational documents) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt Indebtedness of such Guarantor represented by this Guaranty Agreement or Indebtedness of the Company of the type to be evidenced by the Notes, or Debt of the Subsidiaries that are Guarantors of the type to be evidenced by the Guaranties, except as set forth in the agreements listed in Schedule 8G attached hereto.

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries Such Guarantor is not a party to any contract or agreement or subject to any charter charter, by-law, limited liability company operating agreement, memorandum and articles of association, partnership agreement or other corporate, limited liability company or partnership restriction which materially and adversely affects its the business, property or assets, condition (financial or otherwise) or operationsoperations of the Company and its Subsidiaries taken as a whole. Neither the execution nor delivery of this Agreement, Guaranty or the Notes or any other Loan Document, nor the offering, issuance and sale of the NotesTransaction Documents to which such Guarantor is a party, nor fulfillment of nor compliance with the terms and provisions hereof and of the other Loan Transaction Documents to which such Guarantor is a party will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries other than the Liens created in favor of the Collateral Agent for the ratable benefit of the Holders and the Banks such Guarantor pursuant to, the Company Partnership Agreement or the charter or charter, by-laws laws, limited liability company operating agreement, memorandum and articles of association, partnership agreement or other similar organizational documents document of any of its Subsidiariessuch Guarantor, any award of any arbitrator or any agreement (including any agreement with partners shareholders, members or memberspartners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries such Guarantor is subject. Neither the Company nor any of its Subsidiaries Such Guarantor is not a party to, or nor otherwise subject to any provision contained in, any instrument evidencing Debt any Indebtedness of the Company or such SubsidiaryGuarantor, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement, memorandum and articles of association, partnership agreement or limited liability company agreementsimilar organizational document) which that limits the amount of, or otherwise imposes restrictions on the incurring of, Debt Indebtedness of the Company such Guarantor of the type to be evidenced by the Notes, or Debt of the Subsidiaries that are Guarantors of the type to be evidenced by the Guaranties, this Guaranty except as set forth in the agreements listed in on Schedule 8G attached heretoto the Note Agreement (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered in accordance with the Note Agreement).

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries Such Guarantor is not a party to any contract or agreement or subject to any charter charter, by-law, limited liability company operating agreement, memorandum and articles of association, partnership agreement or other corporate, limited liability company or partnership restriction which materially and adversely affects its the business, property or assets, condition (financial or otherwise) or operationsoperations of the Company and its Subsidiaries taken as a whole. Neither the execution nor delivery of this Agreement, Guaranty or the Notes or any other Loan Document, nor the offering, issuance and sale of the NotesTransaction Documents to which such Guarantor is a party, nor fulfillment of nor compliance with the terms and provisions hereof and of the other Loan Transaction Documents to which such Guarantor is a party will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries other than the Liens created in favor of the Collateral Agent for the ratable benefit of the Holders and the Banks such Guarantor pursuant to, the Company Partnership Agreement or the charter or charter, by-laws laws, limited liability company operating agreement, memorandum and articles of association, partnership agreement or other similar organizational documents document of any of its Subsidiariessuch Guarantor, any award of any arbitrator or any agreement (including any agreement with partners shareholders, members or memberspartners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries such Guarantor is subject. Neither the Company nor any of its Subsidiaries Such Guarantor is not a party to, or nor otherwise subject to any provision contained in, any instrument evidencing Debt any Indebtedness of the Company or such SubsidiaryGuarantor, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement, memorandum and articles of association, partnership agreement or limited liability company agreementsimilar organizational document) which that limits the amount of, or otherwise imposes restrictions on the incurring of, Debt Indebtedness of the Company such Guarantor of the type to be evidenced by the Notes, or Debt of the Subsidiaries that are Guarantors of the type to be evidenced by the Guaranties, this Guaranty except as set forth in the agreements listed in on Schedule 8G attached heretoto the Shelf Agreement (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered in accordance with the Shelf Agreement).

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is subject to any charter, limited partnership agreement or other corporate or limited partnership restriction which materially and adversely affects its business, property or assets, or financial condition. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other restriction which materially and adversely affects (after taking into consideration the benefits reasonably expected to be obtained by the Company or such Subsidiary thereunder) its business, property or assets, condition (or financial or otherwise) or operationscondition. Neither the execution nor delivery of this Agreement, the Notes Notes, the Subsidiary Guaranty, the Warrants, the Registration Rights Agreement or any other Loan Document, the Participation Rights Agreement nor the offering, issuance and sale of the NotesSecurities, nor fulfillment of nor compliance with the terms and provisions hereof and of the other Loan Documents Notes, the Subsidiary Guaranty, the Warrants, the Registration Rights Agreement and the Participation Rights Agreement will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries other than the Liens created in favor of the Collateral Agent for the ratable benefit of the Holders and the Banks pursuant to, the Company Partnership Agreement or the charter charter, limited partnership agreement or by-laws of the Company or other organizational documents of any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with partners or membersstockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its limited partnership agreement or limited liability company agreementcharter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt Indebtedness of the Company of the type to be evidenced by the Notes, Notes or Debt of the Subsidiaries that are Guarantors Indebtedness of HCP or any other Subsidiary of the type to be evidenced by the Guaranties, Subsidiary Guaranty except as set forth in the agreements listed in Schedule 89G attached hereto.

Conflicting Agreements and Other Matters. Neither the Holding Company Guarantor nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, or financial condition (financial or otherwise) or operationsprospects. Neither the execution nor delivery of this Agreement, the Notes or any other Loan Document, nor the offering, issuance and sale of the NotesHolding Company Guarantee, nor fulfillment of nor compliance with the terms and provisions hereof and of the other Loan Documents or thereof, will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Holding Company Guarantor or any of its Subsidiaries other than the Liens created in favor of the Collateral Agent for the ratable benefit of the Holders and the Banks pursuant to, the Company Partnership Agreement or the charter or by-laws of the Holding Company Guarantor or other organizational documents of any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with partners or membersstockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Holding Company Guarantor or any of its Subsidiaries is subject. Neither the Holding Company Guarantor nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt Indebtedness of the Holding Company Guarantor or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its limited partnership agreement or limited liability company agreementcharter) which limits the amount of, or otherwise imposes restrictions on the incurring creation of, Debt of the any Holding Company of the type to be evidenced by the Notes, or Debt of the Subsidiaries that are Guarantors of the type to be evidenced by the Guaranties, except as set forth in the agreements listed in Schedule 8G attached heretoGuarantee.

Conflicting Agreements and Other Matters. Neither the Company Company, nor any of its Subsidiaries Subsidiary, is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, condition (or financial or otherwise) or operationscondition. Neither the execution nor delivery of this Agreement, the Notes Agreement or any other Loan Transaction Document, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes and other Loan Transaction Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company Company, any Guarantor or any of its Subsidiaries other than the Liens created in favor of the Collateral Agent for the ratable benefit of the Holders and the Banks Subsidiary, pursuant to, the Company Partnership Agreement or the charter or by-laws of the Company, any Guarantor or any other organizational documents of any of its SubsidiariesSubsidiary, any award of any arbitrator or any agreement (including any agreement with partners or membersstockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which any the Company Company, any Guarantor or any of its Subsidiaries other Subsidiary is subject. Neither the Company Company, nor any of its Subsidiaries Subsidiary, is a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt Indebtedness of the Company Company, any Guarantor or such any other Subsidiary, any agreement relating thereto or any other contract or agreement (including its limited partnership agreement or limited liability company agreementcharter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt Indebtedness of the Company or any Guarantor of the type to be evidenced by the Notes, or Debt of the Subsidiaries that are Guarantors of the type to be evidenced by the Guaranties, except as set forth in the agreements listed in Schedule 8G attached hereto.

Conflicting Agreements and Other Matters. Neither the Company Company, nor any of its Subsidiaries Subsidiary, is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, condition (or financial or otherwise) or operationscondition. Neither the execution nor delivery of this Agreement, the Notes Agreement or any other Loan Transaction Document, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes and other Loan Transaction Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company Company, any Guarantor or any of its Subsidiaries other than the Liens created in favor of the Collateral Agent for the ratable benefit of the Holders and the Banks Subsidiary, pursuant to, the Company Partnership Agreement or the charter or by-laws bylaws of the Company, any Guarantor or any other organizational documents of any of its SubsidiariesSubsidiary, any award of any arbitrator or any agreement (including any agreement with partners or membersstockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which any the Company Company, any Guarantor or any of its Subsidiaries other Subsidiary is subject. Neither the Company Company, nor any of its Subsidiaries Subsidiary, is a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt Indebtedness of the Company Company, any Guarantor or such any other Subsidiary, any agreement relating thereto or any other contract or agreement (including its limited partnership agreement or limited liability company agreementcharter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt Indebtedness of the Company or any Guarantor of the type to be evidenced by the Notes, or Debt of the Subsidiaries that are Guarantors of the type to be evidenced by the Guaranties, except as set forth in the agreements listed in Schedule 8G attached hereto.

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Agreement, the Notes Guaranty or any other Loan Documentthe Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof hereof, of the Guaranty and of the other Loan Documents Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries other than the Liens created in favor of the Collateral Agent for the ratable benefit of the Holders and the Banks pursuant to, the Company Partnership Agreement or the charter articles of incorporation or by-laws of the Company or other organizational documents of any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with partners or membersshareholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its limited partnership agreement or limited liability company agreementarticles of incorporation) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Company of the type to be evidenced by the Notes, or Debt of the Subsidiaries that are Guarantors Guarantor of the type to be evidenced by the GuarantiesGuaranty, except in each case as set forth in the agreements listed in Schedule -------- 8G attached heretohereto (as such Schedule 8G may have been modified from time to time -- subsequent to the Series A Closing Day by written supplements thereto delivered by the Company to Prudential).