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 each Borrower in connection with the Loans and/or the Letters of Credit, and the borrowings by 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) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority, (ii) the organizational documents of the Borrowers, or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Borrower or any of 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 any Borrower or any of its Subsidiaries, other than Liens in favor of the 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 each Borrower the Borrowers in connection with the Loans and/or the Letters of CreditLoans, and the borrowings by each Borrower 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 organizational documents articles or certificate of incorporation or organization or bylaws or operating agreement of the BorrowersBorrowers 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 any Borrower the Borrowers or any of its 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 any Borrower the Borrowers or any of its their Subsidiaries, other than Liens in favor of the Bank Lender 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 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 each Borrower such Obligor in connection with the Loans and/or the Letters of CreditLoans, and the borrowings by each the 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) 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) any of the organizational documents of the Borrowerssuch Obligor, or (iii) any material agreement, material indenture, material instrument or other material document, or any judgment, order or decree, which is binding upon any Borrower such Obligor or any of its Subsidiaries or any of their respective properties or assets; or (c) do not require, or result in, the creation or imposition of any Lien on any asset of any Borrower or any of its SubsidiariesObligor, other than Liens in favor of the Bank created pursuant to this Agreement. Without limiting Agreement and 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 lawother Loan Documents.

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 Borrower and the Guarantors in connection with the Loans and/or the Letters of CreditLoans, and the borrowings by each the 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) any provision of law or any applicable regulation, order, writ, injunction or decree of any court or governmental authority, (ii) the organizational documents certificate of the Borrowersincorporation, certification of formation, limited liability agreement, partnership agreement, bylaws or other governing document of such Obligor, or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Borrower such Obligor or any of 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 any Borrower or any of its Subsidiaries, other than Liens (if any) in favor of the Bank Lender 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.