Government Approvals; No Conflicts. The Transactions (a) do not require any Government Approvals of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any Applicable Law applicable to the Borrower Parties or the Organizational Documents of any of the Borrower Parties, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any of the Borrower Parties, or give rise to a right thereunder to require any payment to be made by any of the Borrower Parties, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of any of the Borrower Parties.
Government Approvals; No Conflicts. The Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made or as disclosed on Schedule 3.06(a) and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any material Requirement of Law (including, without limitation, Regulations T, U or X of the Board) applicable to any Group Member, (c) except as set forth on Schedule 3.06(c), to the knowledge of each Group Member, will not violate or result in a material default under any indenture, agreement or other instrument binding upon any Group Member or its assets, or give rise to a right thereunder to require any payment to be made by any Group Member, and (d) will not result in the creation or imposition of any Lien on any asset of any Group Member, except Liens created pursuant to the Loan Documents.
Government Approvals; No Conflicts. The execution, delivery and performance of each Loan Document to be entered into by such Loan Party (a) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created pursuant to the Loan Documents and (iii) consents, approvals, exemptions, authorizations, registrations, filings, permits or actions the failure of which to be obtained or performed, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any Legal Requirement in any material respect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Loan Party or such Loan Party’s assets, or give rise to a right thereunder to require any payment to be made by such Loan Party, except violations or defaults, in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any asset of such Loan Party, other than Liens created under the Loan Documents.
Government Approvals; No Conflicts. The execution and delivery by each Issuer Party of this Agreement and the Transaction Documents and the performance by each Issuer Party of its obligations under this Agreement and the Transaction Documents and the consummation of the Transactions, including its issuance of the Convertible Shares (with or without the giving of notice, the lapse of time, or both): (i) subject to the approval of the Bankruptcy Court and approval of the Plan, do not require the consent of any third party (including any federal, state or local governmental authority, including any court or administrative or regulatory agency (a “Governmental Authority”); (ii) subject to the approval of the Bankruptcy Court and approval of the Plan, will not conflict with any provision of such Issuer Party’s certificate of incorporation, certificate of formation, bylaws, operating agreement or other organizational documents; (iii) subject to the approval of the Bankruptcy Court and approval of the Plan, will not violate, result in a breach of, or contravene any applicable common law and any applicable statute, ordinance, code, or other law, rule, regulation, order, technical or other standard, requirement, or procedure enacted, adopted, promulgated, or applied by any Governmental Authority, including the terms of any license or permit and any applicable order, decree, or judgment that may have been handed down, adopted, or imposed by any Governmental Authority, in each case as in effect on the date of this Agreement applicable to such Issuer Party (other than any filings required under federal or state securities laws to be made by the Closing Date, or to the extent permitted by applicable laws, thereafter); and (iv) except with respect to the revolving credit, term loan and guarantee agreement, effective as of May 3, 2010 among the Company, the Guarantors, JPMorgan Chase Bank and the lenders party thereto (the “DIP Facility”), will not violate, conflict with, result in a material breach of any terms of, constitute grounds for termination of, constitute a default under (nor has any event occurred that, with notice or passage of time or both, would constitute a default under), or result in the acceleration of any performance required by the terms of, any mortgage, indenture, lease, contract, agreement, or similar instrument to which such Issuer Party is a party or by which such Issuer Party or its properties may be bound legally.
Government Approvals; No Conflicts. The execution, delivery, and performance by it of this Agreement and the Transactions: (i) do not require any consent or approval of, registration or filing with, or notice to, or other action by, any governmental authority, except such as have been obtained or made and are in full force and effect, (ii) will not violate any applicable law or the charter, by-laws or other organizational documents of it or any order of any governmental authority with jurisdiction over it, and (iii) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon it or its assets, or give rise to a right thereunder to require any material payment to be made by it.
Government Approvals; No Conflicts. The execution, delivery and performance of this Agreement and the Note by the Borrower (a) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Subsidiary, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any Subsidiary and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Subsidiary.
Government Approvals; No Conflicts. The execution, delivery and performance of each of the Loan Documents by the Borrower (a) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority, (b) will not violate any applicable law or regulation or the articles of incorporation, bylaws or other organizational documents of the Borrower and (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower.
Government Approvals; No Conflicts. The execution, delivery and performance of this Agreement by the Borrower (a) do not require any consent or approval of, registration or filing with, or any other action by, any governmental authority, (b) will not violate any applicable law or regulation or the certificate of formation or limited liability company agreement of the Borrower and (c) will not violate or result in a default under any loan agreement, indenture, or other agreement or instrument binding upon the Borrower or any of its Subsidiaries.
Government Approvals; No Conflicts. The execution and delivery of the Transaction Documents to which it is a party by Borrower or any of its Subsidiaries and the exercise of its rights and performance of its obligations thereunder (i) do not require any consent, approval, registration or filing with any Governmental Authority except for those that have been obtained and are in full force and effect, (ii) shall not violate any law, rule or regulation, the certificate of incorporation or by-laws or other organizational documents of Borrower or such Subsidiary or any order of any Governmental Authority, (iii) shall not violate or result in a default or the equivalent under any indenture, agreement or other instrument binding upon Borrower or such Subsidiary or its assets or give rise to a right thereunder to require any payment by Borrower or such Subsidiary and (iv) shall not result in any Lien on any assets of Borrower or such Subsidiary, that in the aggregate may reasonably be expected to have a Material Adverse Effect.
Government Approvals; No Conflicts. This Joinder and the exercise of its rights and performance of its obligations thereunder (i) do not require any consent, approval, registration or filing with any Governmental Authority except for those that have been obtained and are in full force and effect, (ii) shall not violate any law, rule or regulation, the certificate of incorporation or by-laws or other organizational documents of Guarantor or any order of any Governmental Authority, (iii) shall not violate or result in a default or the equivalent under any indenture, agreement or other instrument binding upon Guarantor or its assets or give rise to a right thereunder to require any payment by Guarantor and (iv) shall not result in any Lien on any assets of Guarantor, that in the aggregate may reasonably be expected to have a Material Adverse Effect.
