Common use of Conflicts; Defaults Clause in Contracts

Conflicts; Defaults. The execution and delivery of this Agreement and the other agreements and instruments contemplated hereby by the Borrower Parties do not, and the performance of the Borrower Parties' obligations hereunder and thereunder and the consummation by the Borrower Parties of the transactions contemplated hereby (the "TRANSACTIONS") will not: (i) violate, conflict with or constitute a breach or default under the certificate of incorporation or bylaws or equivalent organizational document of any Borrower Party; (ii) require any authorization, approval, consent, registration, declaration or filing with (other than a report on Form 8-K and a filing of a Form D), from or to any Governmental Authority; (iii) violate any Applicable Law; (iv) result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of any Borrower Party or their Subsidiaries (other than as contemplated hereby); or (v) after giving effect to the satisfaction of the condition set forth in Section 2.1(f), conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any third party the right to terminate, cancel or accelerate any obligation under, any contract, agreement, note, bond, guarantee, deed of trust, loan agreement, mortgage, license, lease, indenture, instrument, order, arbitration award, judgment or decree to which any Borrower Party is a party or by which any Borrower Party is bound. There is no pending or, to the Knowledge of the Borrower Parties, threatened action, suit, claim, proceeding, inquiry or investigation before or by any Governmental Authority against or affecting any Borrower Party or their Subsidiaries, involving or seeking to restrain or prevent the consummation of the Transactions.

Conflicts; Defaults. The execution and delivery of this Agreement and the other agreements and instruments contemplated hereby by the Borrower Parties do not, and the performance of the Borrower Parties' obligations hereunder and thereunder and the consummation by the Borrower Parties of the transactions contemplated hereby (the "TRANSACTIONS") will not: (i) violate, conflict with or constitute a breach or default under the certificate of incorporation or bylaws or equivalent organizational document of any Borrower Party; (ii) require any authorization, approval, consent, registration, declaration or filing with (other than a report on Form 8-K and a filing of a Form D)with, from or to any Governmental Authority; (iii) violate any Applicable Law; (iv) result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of any Borrower Party or their Subsidiaries (other than as contemplated hereby); or (v) after giving effect to the satisfaction of the condition set forth in Section 2.1(f)) of the Loan Agreement, conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any third party the right to terminate, cancel or accelerate any obligation under, any contract, agreement, note, bond, guarantee, deed of trust, loan agreement, mortgage, license, lease, indenture, instrument, order, arbitration award, judgment or decree to which any Borrower Party is a party or by which any Borrower Party is bound. There is no pending or, to the Knowledge of the Borrower Parties, threatened action, suit, claim, proceeding, inquiry or investigation before or by any Governmental Authority against or affecting any Borrower Party or their Subsidiaries, involving or seeking to restrain or prevent the consummation of the Transactions.

Conflicts; Defaults. (a) The execution and delivery of this Agreement and the other agreements and instruments contemplated hereby executed or to be executed in connection herewith by the Borrower Parties Fireline and Shareholder do not, and the performance by Fireline and Shareholder of the Borrower Parties' their respective obligations hereunder and thereunder and the consummation by the Borrower Parties Fireline and Shareholder of the transactions contemplated hereby (the "TRANSACTIONS") or thereby, will not: not (i) violate, conflict with with, or constitute a breach or default under any of the certificate terms of incorporation Fireline's organizational documents, all written agreements, contracts, government contracts, sales commitments, purchase orders, customer commitments, security agreements or bylaws instruments and undertakings entered into in the ordinary course of the Business (collectively, the "Acquired Contracts"), or equivalent organizational document any License, patent, trademark, copyright or other Intellectual Property right of Fireline, any Borrower Party; Warranty, Personal Property Lease, Real Property Lease or any other obligation under or with respect to the Fireline Assets, (ii) result in the creation or imposition of any Liens in favor of any third party upon any of the Fireline Shares, the Fireline Assets or the Business, (iii) violate or require any authorization, approval, consentconsent or other action by, or registration, declaration or filing with (other than a report on Form 8-K and a filing of a Form D), from or notice to any Governmental Authority; (iii) violate Authority pursuant to any Applicable Law; law, statute, judgment, decree, injunction, order, writ, rule or regulation of any Governmental Authority affecting the Business, the Fireline Shares or the Fireline Assets, or (iv) result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of any Borrower Party or their Subsidiaries (other than as contemplated hereby); or (v) after giving effect to the satisfaction of the condition set forth in Section 2.1(f), conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, any contract, agreement, note, deed of trust, indenture, order, judgment or decree to which Fireline or Shareholder is a party or by which Fireline or Shareholder or any of their respective assets or properties are bound or affected, or give any third party (A) the right to terminate, cancel cancel, modify or accelerate any obligation under, any contract, agreement, note, bond, guarantee, deed of trust, loan agreement, mortgage, license, lease, indenture, instrument, order, arbitration award, judgment or decree to which any Borrower Party Fireline or Shareholder is a party or by which Fireline or Shareholder or any Borrower Party of their respective assets or properties are bound or affected, or (B) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any contract, agreement, note, deed of trust, indenture, order, judgment or decree to which Fireline or Shareholder is bounda party or by which Fireline or Shareholder or any of their respective assets or properties are bound or affected. There is no pending or, to the Knowledge best knowledge of the Borrower PartiesFireline and Shareholder, threatened action, suit, claim, proceeding, inquiry or investigation before or by any Governmental Authority against or affecting any Borrower Party or their SubsidiariesAuthority, involving or seeking to restrain or prevent the consummation of the Transactionstransactions contemplated by this Agreement or that might reasonably be expected to affect the right of Purchaser to acquire or own the Fireline Shares or the right of Purchaser to operate the Business in substantially the manner in which it currently is operated. Fireline has not received any notice or other communication regarding any actual or possible violation or breach of, default under, or intention to cancel or modify any contract, agreement, note, deed of trust, indenture, order, judgment or decree to which Fireline or Shareholder is a party or by which Fireline or Shareholder or any of their respective assets or properties are bound or affected. (b) Except for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), and any filings as required by the Florida Business Corporations Act, and except as set forth on Schedule 4.07(b), Fireline and Shareholder are not required to prepare or submit any application, notice, report or other filing with, or obtain any consent, authorization, approval, registration or confirmation from, any Governmental Authority or third party in connection with the execution, delivery or performance of this Agreement by Fireline and Shareholder and the consummation of the transactions contemplated hereby.

Conflicts; Defaults. The execution (i) There are no consents, approvals, waivers, registrations, permits, authorizations, notices or filings required to be obtained by Capital One or any of its Affiliates from, or to be given by Capital One or any of its Affiliates to, or made by Capital One or any of its Affiliates with, any Governmental Authority, in connection with the execution, delivery and delivery performance by Capital One of this Agreement, the Purchase Agreements to which it is a party, the Securitization Transfer Agreement and the other agreements and instruments contemplated hereby by the Borrower Parties do not, and the performance of the Borrower Parties' obligations hereunder and thereunder any Ancillary Agreement to which it is a party and the consummation by the Borrower Parties of the transactions contemplated hereby and thereby (the "TRANSACTIONS") will not: (i) violate, conflict with or constitute a breach or default under the certificate of incorporation or bylaws or equivalent organizational document of any Borrower Party; “Capital One Required Approvals”). (ii) require any authorizationNeither the execution and delivery by Capital One of this Agreement, approvalthe Ancillary Agreements or the Purchase Agreements to which it is a party or the Securitization Transfer Agreement, consentnor the consummation by Capital One of the transactions contemplated hereby and thereby will, registrationassuming the receipt of the Seller Required Approvals, declaration or filing with the Synovus Required Approvals and the Capital One Required Approvals (other than a report on Form 8-K and a filing of a Form D)A) conflict with, from or to any Governmental Authority; (iii) violate any Applicable Law; (iv) result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of any Borrower Party or their Subsidiaries (other than as contemplated hereby); or (v) after giving effect to the satisfaction of the condition set forth in Section 2.1(f), conflict with or result in a breach of, create an event of constitute a default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give accelerate the performance required by, the terms of any third party the right to terminateorder, cancel or accelerate any obligation underLaw, any contract, agreement, note, bond, guarantee, deed of trust, loan agreement, mortgage, license, lease, indenture, instrument, order, arbitration award, judgment instrument or decree commitment to which Capital One or any Borrower Party of its Affiliates is a party or by which Capital One or any Borrower Party of its Affiliates is bound; (B) violate the articles of incorporation or bylaws or any other equivalent organizational document of Capital One or any of its Affiliates or (C) except for the items specified in Section 4.1(c)(i) of the Seller Disclosure Schedule, require any consent, approval, waiver, registration, permit, authorization, notice or filing under any Law, permit, license or agreement to which Capital One or any of its Affiliates is a party (other than (1) approvals of Governmental Authorities, if any, which have been obtained and (2) items in clauses (A) and (C), that would not have a material adverse effect on Capital One’s ability to consummate the transactions contemplated hereby). There Neither Capital One nor any of its Affiliates is no pending subject to any agreement with any Governmental Authority which would prevent the consummation by Capital One of the transactions contemplated by this Agreement and such Purchase Agreements and such Securitization Transfer Agreement. No receiver or conservator has been appointed for Capital One nor has any proceeding been instituted or, to the Knowledge of the Borrower PartiesCapital One, threatened action, suit, claim, proceeding, inquiry or investigation before or by any Governmental Authority against or affecting any Borrower Party or their Subsidiaries, involving or seeking to restrain or prevent the consummation of the Transactionsfor such appointment.

Conflicts; Defaults. The execution and delivery of this Agreement and the other agreements and instruments contemplated hereby executed or to be executed in connection herewith by the Borrower Parties Purchaser do not, and the performance by Purchaser of the Borrower Parties' its obligations hereunder and thereunder and the consummation by the Borrower Parties Purchaser of the transactions contemplated hereby (the "TRANSACTIONS") or thereby, will not: not (i) violate, conflict with with, or constitute a breach or default under any of the certificate terms of incorporation Purchaser's Articles of Incorporation or bylaws or equivalent organizational document of any Borrower PartyBylaws; (ii) violate or require any authorization, approval, consentconsent or other action by, or registration, declaration or filing with (other than a report on Form 8-K and a filing or notice to, any Governmental Authority pursuant to any law, statute, judgment, decree, injunction, order, writ, rule or regulation of a Form D), from or to any Governmental Authority; or (iii) violate any Applicable Law; (iv) result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of any Borrower Party or their Subsidiaries (other than as contemplated hereby); or (v) after giving effect to the satisfaction of the condition set forth in Section 2.1(f), conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any third party the right to terminate, cancel or accelerate any obligation under, any contract, agreement, note, bond, guarantee, deed of trust, loan agreement, mortgage, license, lease, indenture, instrument, order, arbitration award, judgment or decree to which any Borrower Party Purchaser is a party or by which Purchaser or any Borrower Party is boundof its assets or properties are bound or affected. There is no pending or, to the Knowledge best knowledge of the Borrower PartiesPurchaser, threatened action, suit, claim, proceeding, inquiry or investigation before or by any Governmental Authority against or affecting any Borrower Party or their SubsidiariesAuthorities, involving or seeking to restrain or prevent the consummation of the Transactionstransactions contemplated by this Agreement or that might reasonably be expected to affect the right of Purchaser to purchase the Acquired Assets.

Conflicts; Defaults. The execution and delivery of this Agreement and the other agreements and instruments contemplated hereby executed or to be executed in connection herewith by the Borrower Parties Purchaser do not, and the performance by Purchaser of the Borrower Parties' its obligations hereunder and thereunder and the consummation by the Borrower Parties Purchaser of the transactions contemplated hereby (the "TRANSACTIONS") or thereby, will not: not (i) violate, conflict with with, or constitute a breach or default under any of the certificate terms of incorporation Purchaser’s Articles of Organization or bylaws or equivalent organizational document of any Borrower PartyRegulations; (ii) violate or require any authorization, approval, consentconsent or other action by, or registration, declaration or filing with (other than a report on Form 8-K and a filing or notice to, any Governmental Authority pursuant to any law, statute, judgment, decree, injunction, order, writ, rule or regulation of a Form D), from or to any Governmental Authority; or (iii) violate any Applicable Law; (iv) result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of any Borrower Party or their Subsidiaries (other than as contemplated hereby); or (v) after giving effect to the satisfaction of the condition set forth in Section 2.1(f), conflict with or result in a breach of, create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any third party the right to terminate, cancel or accelerate any obligation under, any contract, agreement, note, bond, guarantee, deed of trust, loan agreement, mortgage, license, lease, indenture, instrument, order, arbitration award, judgment or decree to which any Borrower Party Purchaser is a party or by which Purchaser or any Borrower Party is boundof its assets or properties are bound or affected. There is no pending or, to the Knowledge best knowledge of the Borrower PartiesPurchaser, threatened action, suit, claim, proceeding, inquiry or investigation before or by any Governmental Authority against or affecting any Borrower Party or their SubsidiariesAuthorities, involving or seeking to restrain or prevent the consummation of the Transactionstransactions contemplated by this Agreement or that might reasonably be expected to affect the right of Purchaser to purchase the Acquired Assets.