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, by-law, limited liability company operating agreement, partnership agreement or other corporate, limited liability company or partnership 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 or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the 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 pursuant to, the charter, by-laws, limited liability company operating agreement or partnership agreement of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject and the violation of which would have a Material Adverse Affect. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement), the violation of which would have a Material Adverse Affect, which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8H 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, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership 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 delivery of this Agreement Restructuring Agreement, the Notes, the Warrants or the Notesother Note Documents, nor the offering, issuance and sale of the NotesNotes and the Warrants, nor fulfillment of nor compliance with the terms and provisions hereof and of this Restructuring Agreement, the Notes Notes, the Warrants or the other 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 or any of its Subsidiaries pursuant to, the charter, by-laws, limited liability company operating agreement charter or partnership agreement bylaws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject and subject. Except as provided in the violation documentation of which would have a Material Adverse Affect. Neither the Senior Debt, neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement), the violation of which would have a Material Adverse Affect, ) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8H attached heretoNotes.

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, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability corporate or company or partnership restriction which materially and adversely affects its business, property or 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 or Agreement, the Notes, the Warrant Certificates or any of the other Transaction Documents, nor the offering, issuance and sale of the Notes, the Warrants or the Common Stock Shares nor fulfillment of nor compliance with the terms and provisions hereof and of this Agreement, the Notes, the Warrant Certificates or any of the Notes other 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 or any of its Subsidiaries pursuant to, the charter, by-laws, limited liability company operating agreement laws or partnership agreement other organizational documents of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject and the violation of which would have a Material Adverse Affectsubject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness Debt of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement charter or partnership agreement), the violation of which would have a Material Adverse Affect, other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Debt of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8H attached heretoCompass Senior Credit Agreement and the Other Securities Purchase Agreements.

Conflicting Agreements and Other Matters. Neither the Company Issuers nor any of its their Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership 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 or the Private Shelf Notes, nor the offering, issuance and sale of the Private Shelf Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Private 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 Issuer or any of its Subsidiaries pursuant to, the charter, charter or by-laws, limited liability company operating agreement laws (or partnership agreement comparable governing documents) of the Company any Issuer or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company any Issuer or any of its Subsidiaries is subject and the violation of which would have a Material Adverse Affectsubject. Neither the Company Issuers nor any of its their Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness indebtedness of the Company such Issuer or such Subsidiaryany of its Subsidiaries, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement charter or partnership agreement), the violation of which would have a Material Adverse Affect, comparable governing documents) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness indebtedness of the Company Issuers of the type to be evidenced by the Private Shelf Notes except as set forth in the agreements listed in Schedule 8H 8G attached hereto.

Conflicting Agreements and Other Matters. Neither the Company Co-Issuer nor any of its the Company's Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating partnership agreement, partnership agreement charter or other corporate, limited liability company partnership or partnership corporate restriction which materially and adversely affects the business (as presently conducted), property, assets or financial condition of the Company and its business, property or assets, condition (financial or otherwise) or operationsSubsidiaries taken as a whole. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the 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 Co-Issuers or any of its the Company's Subsidiaries pursuant to, the Partnership Agreement, the KBF Partnership Agreement or the charter, by-laws, limited liability company operating agreement laws or partnership agreement code of the Company or regulations of any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with partners or stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company either Co-Issuer or any of its the Company's Subsidiaries is subject and the violation of which would have a Material Adverse Affectparty or otherwise subject. Neither the Company Co-Issuer nor any of its the Company's Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company either Co-Issuer or such any Subsidiary, any agreement relating thereto or any other contract or agreement (including the Partnership Agreement, the KBF Partnership Agreement and, in the case of any Subsidiary, its charter, by-laws, limited liability company operating agreement or partnership agreement), the violation of which would have a Material Adverse Affect, ) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Debt of the Company either Co-Issuer of the type to be evidenced by the Notes except (i) as of the date of this Agreement, as set forth in the agreements listed in Schedule 8H 8G attached hereto.hereto and (ii) as of any date subsequent to the date of this Agreement when this representation is repeated, as set forth in the agreements listed in Schedule 8G or as theretofore disclosed to Prudential in a writing which by its terms modifies Schedule 8G.

Conflicting Agreements and Other Matters. Neither the Company nor any of its Restricted Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which materially and adversely affects its business, property or assets, condition (financial or otherwise) other), assets, properties, operations or operationsprospects, other than Debt which is to be retired on the Closing Date. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the 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 pursuant to, the charter, charter or by-laws, limited liability company operating agreement or partnership agreement laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject and subject, other than the violation of Debt which would have a Material Adverse Affectis to be retired on the Closing Date. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness Debt of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement), the violation of which would have a Material Adverse Affect, ) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Funded Debt of the Company of the type to be evidenced by the Notes except as set forth in Notes, other than the agreements listed in Schedule 8H attached heretoDebt which is to be retired on the Closing Date.

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, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership 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 or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, the charter 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 pursuant to, the charter, by-laws, limited liability company operating agreement or partnership agreement laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members ) or partners), instrument, order, judgment, decree, statute, law, rule or regulation instrument to which the Company or any of its Subsidiaries is subject and now a party, or 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 or decree to which would have a Material Adverse Affectthe 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 Indebtedness indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement), the violation of ) which would have a Material Adverse Affect, which (i) limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Debt of the Company Companies of the type to be evidenced by the Notes except Credit Facility, or (ii) which imposes restrictions on the granting of Liens by the Companies on otherwise unencumbered assets of the Companies as set forth in security for the agreements listed in Schedule 8H attached heretoCredit Facility.

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, by-lawby‑law, limited liability company operating agreement, partnership agreement or other corporate, limited liability company or partnership 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 or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the 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 pursuant to, the charter, by-laws, limited liability company operating agreement or partnership agreement of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject and the violation of which would have a Material Adverse AffectEffect. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement), the violation of which would have a Material Adverse AffectEffect, which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8H 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, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership corporate restriction which can reasonably be expected to materially and adversely affects its business, ability to conduct its business or its property or assets, condition (financial or otherwise) or operations. Neither the execution nor delivery of this Agreement Agreement, the Notes or the Notesother Transaction Documents, 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 the other 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 or any of its Subsidiaries pursuant to, the charter, charter or by-laws, limited liability company operating agreement or partnership agreement laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject and the violation of which would have a Material Adverse Affectsubject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement), the violation of which would have a Material Adverse Affect, ) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes or Indebtedness of any Guarantor of the type to be evidenced by the Guaranty Agreements except as set forth in the agreements listed in Schedule 8H 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, by-lawby‑law, limited liability company operating agreement, partnership agreement or other corporate, limited liability company or partnership 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 or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the 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 pursuant to, the charter, by-laws, limited liability company operating agreement or partnership agreement of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject and the violation of which would have a Material Adverse Affect. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement), the violation of which would have a Material Adverse Affect, which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8H 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, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership 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 or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, the charter 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 pursuant to, the charter, by-laws, limited liability company operating agreement or partnership agreement laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members ) or partners), instrument, order, judgment, decree, statute, law, rule or regulation instrument to which the Company or any of its Subsidiaries is subject and now a party, or 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 or decree to which would have a Material Adverse Affectthe 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 Indebtedness indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement), the violation of ) which would have a Material Adverse Affect, which (i) limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Debt of the Company Companies of the type to be evidenced by the Notes Notes, or (ii) which imposes restrictions on the granting of Liens by the Companies on otherwise unencumbered assets of the Companies as security for the Credit Facility, except as set forth in for the agreements listed in Schedule 8H attached heretoRevolving Credit Facility.

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, by-law, limited liability company operating agreement, partnership agreement or other corporate, limited liability company or partnership 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 or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the 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 pursuant to, the charter, by-laws, limited liability company operating agreement or partnership agreement of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject and the violation of which would have a Material Adverse AffectEffect. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement), the violation of which would have a Material Adverse AffectEffect, which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8H 8G attached hereto.

Conflicting Agreements and Other Matters. Neither the Company ---------------------------------------- Borrower nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter, by-law, limited liability company operating agreement, partnership agreement charter or other corporate, limited liability company or partnership 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 or the Notes, nor the offering, issuance and sale of the NotesAgreement, nor fulfillment of nor or compliance with the terms and provisions hereof and of the Notes this 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 Borrower or any of its Subsidiaries pursuant to, the charter, by-laws, limited liability company operating agreement charter or partnership agreement bylaws of the Company Borrower or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders, members or partners)agreement, instrument, order, judgment, decree, statute, law, rule or regulation to which the Company Borrower or any of its Subsidiaries is subject and the violation of which would have a Material Adverse Affectsubject. Neither the Company Borrower nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness indebtedness of the Company Borrower or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter, by-laws, limited liability company operating agreement or partnership agreement), the violation of which would have a Material Adverse Affect, ) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company Borrower of the type to be evidenced by this Agreement or the Notes except as set forth in the agreements listed in Schedule 8H attached heretoNote.