Governmental Authorization; No Conflicts Clause Samples

Governmental Authorization; No Conflicts. The execution and delivery of each Loan Document by each Obligor party thereto and the performance by such Obligor thereof (a) do 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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Obligor’s Organizational Documents or (ii) Requirement of Law applicable to such Obligor which violation, in the case of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect, and (c) will not violate or result in a default under any material Contractual Obligation (including the Loan Documents (as defined in the Term Loan Facility Agreement)) to which such Obligor is a party which violation, in the case of this clause (c), would reasonably be expected to result in a Material Adverse Effect.