Common use of Consent; Absence of Breach Clause in Contracts

Consent; Absence of Breach. The execution, delivery and performance of -------------------------- this Agreement, the other Loan Documents and any other documents or instruments to be executed and delivered by the Borrowers in connection with the Loans, and the borrowings by the Borrowers hereunder, do not and will not (a) require any consent, approval, authorization of, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with (i) in any material respect any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority, (ii) the articles or certificate of incorporation or organization or bylaws or operating agreement of the Borrowers or any of their Subsidiaries, or (iii) in any material respect any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Borrowers or any of their Subsidiaries or any of their respective properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of the Borrowers or any of their Subsidiaries, other than Liens in favor of the Lender created pursuant to this Agreement.

Consent; Absence of Breach. The execution, delivery and performance of -------------------------- this Agreement, the other Loan Documents and any other documents or instruments to be executed and delivered by the Borrowers each Borrower in connection with the LoansLoans and/or the Letters of Credit, and the borrowings by the Borrowers each Borrower hereunder, do not and will not (a) require any consent, approval, authorization of, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with (i) in any material respect any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority, (ii) the articles or certificate of incorporation or organization or bylaws or operating agreement organizational documents of the Borrowers or any of their SubsidiariesBorrowers, or (iii) in any material respect any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Borrowers any Borrower or any of their its Subsidiaries or any of their respective properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of the Borrowers any Borrower or any of their its Subsidiaries, other than Liens in favor of the Lender Bank created pursuant to this Agreement. Without limiting the generality of the foregoing, the Borrowers specifically represent and warrant to the Bank that the stock purchase and sale transaction contemplated by the Acquisition Documents will be entered into and consummated in accordance with applicable law.

Consent; Absence of Breach. The execution, delivery and performance of -------------------------- this Agreement, the other Loan Documents and any other documents or instruments to be executed and delivered by the Borrowers Borrower in connection with the Loans, and the borrowings by the Borrowers Borrower hereunder, do not and will not (a) require any consent, approval, authorization of, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with (i) in any material respect any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority, (ii) the articles or certificate Certificate of incorporation or organization Incorporation or bylaws or operating agreement of the Borrowers Borrower or the organizational documents any of their the Operating Subsidiaries or other Subsidiaries, or (iii) in any material respect any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Borrowers Borrower, any of its Operating Subsidiaries or any of their its other Subsidiaries or any of their respective properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of the Borrowers Borrower, any of its Operating Subsidiaries or any of their its other Subsidiaries, other than Liens in favor of the Lender Bank created pursuant to this Agreement.

Consent; Absence of Breach. The execution, delivery and performance of -------------------------- this Agreement, the other Loan Documents and any other documents or instruments to be executed and delivered by the Borrowers in connection with the Loans, and the borrowings by the Borrowers hereunder, do not and will not (a) require any consent, approval, authorization of, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with (i) in any material respect any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority, (ii) the articles Certificate of Formation or certificate Limited Liability Company Agreement of incorporation LTN Staffing or organization BG Staffing, the Certificate of Limited Partnership or bylaws the Limited Partnership Agreement of BG Personnel Services or operating agreement BG Personnel or the Articles of Incorporation or the Borrowers or any By-Laws of their SubsidiariesB G Staff Services, or (iii) in any material respect any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Borrowers or any of their Subsidiaries or any of their respective properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of the Borrowers or any of their Subsidiariesa Borrower, other than Liens in favor of the Lender created pursuant to this Agreement.

Consent; Absence of Breach. The Except as set forth on section 7.4 of the Disclosure Schedule, the execution, delivery and performance by each Obligor of -------------------------- this Agreement, the other Loan Documents, the Sterimedix Documents and any other documents or instruments to be executed and delivered by the Borrowers such Obligor in connection with the Loans, and the borrowings by the Borrowers Borrower hereunder, do not and will not (a) require any consent, approval, authorization of, or filings with, notice to or other act by or in respect of, any governmental authority Governmental Authority or any other Person (other than any consent or approval which has been obtained and is in full force and effecteffect and any filings, notices or other acts which have been given or taken and except for filings necessary to perfect Liens created under the Loan Documents); (b) violate or conflict with (i) in any material respect any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authorityGovernmental Authority applicable to any Obligor, (ii) the articles or certificate of incorporation or organization or bylaws or operating agreement any of the Borrowers or any organizational documents of their Subsidiariessuch Obligor, or (iii) in any material respect any material agreement, material indenture, material instrument or other material document, or any judgment, order or decree, which is binding upon the Borrowers such Obligor or any of their Subsidiaries or any of their respective its properties or assets; or (c) do not require, or result in, the creation or imposition of any Lien on any asset of the Borrowers or any of their SubsidiariesObligor, other than Liens in favor of the Lender Bank created pursuant to this AgreementAgreement and the other Loan Documents.

Consent; Absence of Breach. The execution, delivery and performance of -------------------------- this Agreement, the other Loan Documents and any other documents or instruments to be executed and delivered by the Borrowers Borrower or any other Obligor in connection therewith or with the Loans, and the borrowings by the Borrowers Borrower hereunder, do not and will not (a) require any consent, approval, authorization of, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with (i) in any material respect any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority, (ii) the articles or certificate of incorporation or organization or bylaws or organization, operating agreement or similar organizational document of the Borrowers Borrower or any of their Subsidiariesother Obligor, as applicable, or (iii) in any material respect any material agreement, indenture, instrument or other documentdocument (including, without limitation, any Material Affiliate Credit Agreement), or any judgment, order or decree, which is binding upon the Borrowers Borrower or any of their Subsidiaries other Obligor or any of their respective properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of the Borrowers or any of their SubsidiariesBorrower, other than Liens in favor of the Lender Bank created pursuant to this Agreement.

Consent; Absence of Breach. The execution, delivery delivery, and performance of -------------------------- this Agreement, the other Loan Documents and any other agreements, documents or instruments to be executed and delivered by each of the Borrowers Borrower and the Guarantors in connection with the Loans, and the borrowings by the Borrowers Borrower hereunder, do not and will not (a) require any consent, approval, authorization of, or filings with, notice to or other act by or in respect of, any governmental authority or any other Person (other than any consent or approval which has been obtained and is in full force and effect); (b) conflict with (i) in any material respect any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority, (ii) the articles or certificate of incorporation or organization or incorporation, certification of formation, limited liability agreement, partnership agreement, bylaws or operating agreement other governing document of the Borrowers or any of their Subsidiariessuch Obligor, or (iii) in any material respect any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Borrowers such Obligor or any of their Subsidiaries or any of their respective its properties or assets; or (c) require, or result in, the creation or imposition of any Lien on any asset of the Borrowers Borrower or any of their its Subsidiaries, other than Liens (if any) in favor of the Lender created pursuant to this Agreement.