Common use of Corporate and Governmental Authorization; No Contravention Clause in Contracts

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and the other Loan Documents are within its corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the extent that any such contravention or defaults could not reasonably be expected to result in a Material Adverse Effect, of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and the other Loan Documents its Notes are within its the Company's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the extent that any such contravention certificate of incorporation or defaults could not reasonably be expected to result in a Material Adverse Effect, by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The ---------------------------------------------------------- execution, delivery and performance by the Company of this Agreement and the other Loan Documents each Warrant Certificate are within its the Company's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing or recording with, any Governmental Authority governmental body, agency or official and do not (i) contravene, or constitute a default under, any provision of applicable law or regulation Applicable Law or of its organizational documents or, except to the extent that any such contravention memorandum of association or defaults could not reasonably be expected to result in a Material Adverse Effect, bye-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company Company, or any of its Subsidiaries or (ii) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and the other Loan Documents its Notes are within its the Company's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official under any provision of law or regulation applicable to the Company, and do not contravene, or constitute a default under, any provision of applicable law or regulation applicable to the Company or of its organizational documents or, except to the extent that any such contravention restated certificate of incorporation or defaults could not reasonably be expected to result in a Material Adverse Effect, by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and the other Loan Documents each Warrant Certificate are within its the Company's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing or recording with, any Governmental Authority governmental body, agency or official and do not (i) contravene, or constitute a default under, any provision of applicable law or regulation Applicable Law or of its organizational documents or, except to the extent that any such contravention certificate of incorporation or defaults could not reasonably be expected to result in a Material Adverse Effect, by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company Company, or any of its Subsidiaries or (ii) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement, its Notes and each Acquisition Agreement and the other Loan Documents to which it is a party are within its the Company’s corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the extent that any such contravention amended articles of incorporation or defaults could not reasonably be expected to result in a Material Adverse Effect, amended regulations of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and the other Loan Documents Notes are within its the corporate powerspowers of the Company, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official and do not contravene, or constitute a default under, any material provision of applicable material law or regulation or of its organizational documents or, except to the extent that any such contravention certificate of incorporation or defaults could not reasonably be expected to result in a Material Adverse Effect, by-laws of the Company or of any material agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien material lien on any asset of the Company or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and the other Loan Documents Notes are within its the Company's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official (except filings under the Securities Exchange Act of 1934) and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the extent that any such contravention certificate of incorporation or defaults could not reasonably be expected to result in a Material Adverse Effect, by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement Agreement, the Notes and the other Loan Documents Spin-Off Agreements, and the assumption by the Company of obligations of Xxxxxxxx as provided in Section 2.09, are within its the corporate powerspowers of the Company, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official (except the filing of the Form 10) and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the extent that any such contravention certificate of incorporation or defaults could not reasonably be expected to result in a Material Adverse Effect, by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Principal Subsidiaries.

Corporate and Governmental Authorization; No Contravention. (a) The execution, delivery and performance by the Company of this Agreement and the other Loan Documents its Notes are within its the Company's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the extent that any such contravention articles of incorporation or defaults could not reasonably be expected to result in a Material Adverse Effect, regulations of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and the other Loan Documents Notes are within its the Company's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the extent that any such contravention certificate of incorporation or defaults could not reasonably be expected to result in a Material Adverse Effect, by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Restricted Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Amended Agreement and the other Loan Documents its Notes are within its the Company's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the extent that any such contravention certificate of incorporation or defaults could not reasonably be expected to result in a Material Adverse Effect, by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and the other Loan Documents each Warrant Certificate are within its the Company's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing or recording with, any Governmental Authority governmental body, agency or official and do not (i) contravene, or constitute a default under, any provision of applicable law or regulation Applicable Law or of its organizational documents or, except to the extent that any such contravention memorandum of association or defaults could not reasonably be expected to result in a Material Adverse Effect, bye-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company Company, or any of its Subsidiaries or (ii) result in the creation or or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and the each other Loan Documents Document to which it is a party are within its the Company’s corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the extent that any such contravention certificate of incorporation or defaults could not reasonably be expected to result in a Material Adverse Effect, by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The executionexecution and delivery by it of its Election to Participate and its Notes, delivery and the performance by the Company it of this Agreement and the other Loan Documents its Notes, are within its corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational organic documents or, except to the extent that any such contravention or defaults could not reasonably be expected to result in a Material Adverse Effect, of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries such Eligible Subsidiary or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and the other Loan Documents its Notes are within its the Company’s corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the extent that any such contravention certificate of incorporation or defaults could not reasonably be expected to result in a Material Adverse Effect, by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Consolidated Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and the other Loan Documents are within its corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official (except as contemplated by Section 1.5) and do not contravene, or constitute a default under, any provision of applicable law law, rule or regulation or of its organizational documents or, except to the extent that any such contravention Company's certificate or defaults could not reasonably be expected to result in a Material Adverse Effect, articles of incorporation or by-laws or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien lien or other Adverse Claim on any asset assets of the Company or any of its SubsidiariesCompany.

Corporate and Governmental Authorization; No Contravention. The executionexecution and delivery by it of its Election to Participate and its Notes, delivery and the performance by the Company it of this Agreement and the other Loan Documents its Notes, are within its corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the extent that any such contravention charter or defaults could not reasonably be expected to result in a Material Adverse Effect, by-laws or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries such Eligible Subsidiary or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and the other Loan Documents its Notes are within its the corporate powerspowers of the Company, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the extent that any such contravention certificate of incorporation or defaults could not reasonably be expected to result in a Material Adverse Effect, by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Principal Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The executionexecution and delivery by it of its Election to Participate and its Notes, delivery and the performance by the Company it of this Agreement and the other Loan Documents its Notes, are within its corporate legal powers, have been duly authorized by all necessary corporate legal action, require no action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the extent that any such contravention or defaults could not reasonably be expected to result in a Material Adverse Effect, of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries such Eligible Subsidiary or result in the creation or imposition of any Lien on any asset of the Company or any of its Consolidated Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and the other Loan Documents its Notes are within its the corporate powerspowers of the Company, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the extent that any such contravention certificate of incorporation or defaults could not reasonably be expected to result in a Material Adverse Effect, by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its SubsidiariesSubsidiaries (other than any Bank's right of set-off, to the extent the same may constitute a Lien).

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and the other Loan Documents Notes are within its the Company's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing (except filings under the Exchange Act) with, any Governmental Authority governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the extent that any such contravention certificate of incorporation or defaults could not reasonably be expected to result in a Material Adverse Effect, by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and the other Loan Documents each Warrant Certificate are within its the Company=s corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing or recording with, any Governmental Authority governmental body, agency or official and do not (i) contravene, or constitute a default under, any provision of applicable law or regulation Applicable Law or of its organizational documents or, except to the extent that any such contravention memorandum of association or defaults could not reasonably be expected to result in a Material Adverse Effect, bye-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company Company, or any of its Subsidiaries or (ii) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and the other Loan Documents its Notes are within its the corporate powerspowers of the Company, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the extent that any such contravention articles of incorporation or defaults could not reasonably be expected to result in a Material Adverse Effect, by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and (i) is within the other Loan Documents are within its Company's corporate powers, have (ii) has been duly authorized by all necessary corporate action, require requires no action by or in respect of, or filing with, any Governmental Authority and do governmental body, agency or official (other than any actions or filings required pursuant to Section 4(H) hereof ), (iii) does not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the extent that any such contravention certificate of incorporation or defaults could not reasonably be expected to result in a Material Adverse Effect, by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company thereon or any of its Subsidiaries or (iv) result in the creation or imposition of any Lien on any asset of the Company or any other than the Lien of its Subsidiariesthis Agreement.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and the other Loan Documents Notes are within its the corporate powerspowers of the Company, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the extent that any such contravention certificate of incorporation or defaults could not reasonably be expected to result in a Material Adverse Effect, by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and the other Loan Documents its Notes are within its the Company’s corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official other than filings on Form 8-K with the Securities and Exchange Commission and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the extent that any such contravention certificate of incorporation or defaults could not reasonably be expected to result in a Material Adverse Effect, by-laws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its Consolidated Subsidiaries.

Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Company of this Agreement and the other Loan Operative Documents to which the Company is a party are within its the Company's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any Governmental Authority governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or, except to the extent that any such contravention articles of incorporation or defaults could not reasonably be expected to result in a Material Adverse Effect, bylaws of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries or result in the creation or imposition of any Lien on any asset of the Company or any of its SubsidiariesCompany.