Common use of Litigation and Compliance; Other Agreements Clause in Contracts

Litigation and Compliance; Other Agreements. (a) Pledgor is not in default or breach of the performance, observance or fulfillment of any obligation, covenant or condition contained in any agreement, document or instrument to which it is a party or by which it or any of its properties or assets is or are bound or subject, which default or breach, if not remedied within any applicable grace period or cure period, could reasonably be expected to have or result in a Material Adverse Effect. Except for as set forth in Schedule 5.6 of the Loan Agreement there is no action, suit, proceeding or investigation pending or, to Pledgor's knowledge, threatened, before or by any court, arbitrator or Governmental Authority (1) against or affecting the Collateral, Pledgor, any entity whose securities constitute the Collateral, this Agreement or the transactions contemplated hereby, or (2) that questions or could reasonably be expected to prevent the validity of this Agreement or the right or ability of Pledgor to execute or deliver this Agreement or to consummate the transactions contemplated hereby or to create or grant the Liens and security interests contemplated hereby. (b) Neither Pledgor nor any entity whose securities constitute part of the Collateral is (i) a party to any judgment, order or decree or any agreement, document or instrument, or subject to any restriction, which would materially adversely affect its ability to execute and deliver, or perform under, this Agreement, or (ii) in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any agreement, document or instrument to which it is a party or to which any of its properties or assets are subject, which default, if not remedied within any applicable grace or cure period, could reasonably be expected to have or be a Material Adverse Effect, nor is there any event, fact, condition or circumstance which, with notice or passage of time or both, would constitute or result in a conflict, breach, default or event of default under, any of the foregoing which, if not remedied within any applicable grace or cure period could reasonably be expected to have or be a Material Adverse Effect.

Litigation and Compliance; Other Agreements. (a) Pledgor is not in default or breach of the performance, observance or fulfillment of any obligation, covenant or condition contained in any agreement, document or instrument to which it is a party or by which it or any of its properties or assets is or are bound or subject, which default or breach, if not remedied within any applicable grace period or cure period, could would reasonably be expected to have or result in a Material Adverse Effect. Except for as set forth in Schedule 5.6 of the Loan Agreement there There is no action, suit, proceeding or investigation pending or, to Pledgor's ’s actual knowledge, threatened, before or by any court, arbitrator or Governmental Authority (1i) against or affecting the Collateral, Pledgor, any entity whose securities constitute the Collateral, this Agreement or the transactions contemplated hereby, or (2ii) that questions or could reasonably be expected to prevent the validity of this Agreement or the right or ability of Pledgor to execute or deliver this Agreement or to consummate the transactions contemplated hereby or to create or grant the Liens and security interests contemplated hereby. (b) Neither Pledgor nor any entity Person whose securities constitute part of the Collateral is (i) a party to any judgment, order or decree or any agreement, document or instrument, or subject to any restriction, which would materially adversely affect its ability to execute and deliver, or perform under, this Agreement, or (ii) in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any agreement, document or instrument to which it is a party or to which any of its properties or assets are subject, which default, if not remedied within any applicable grace or cure period, could would reasonably be expected to have or be result in a Material Adverse Effect, nor is there any event, fact, condition or circumstance which, with notice or passage of time or both, would constitute or result in a conflict, breach, default or event of default under, any of the foregoing which, if not remedied within any applicable grace or cure period could would reasonably be expected to have or be result in a Material Adverse Effect.

Litigation and Compliance; Other Agreements. (a) Pledgor is not in default or breach of the performance, observance or fulfillment of any obligation, covenant or condition contained in any agreement, document or instrument to which it is a party or by which it or any of its properties or assets is or are bound or subject, which default or breach, if not remedied within any applicable grace period or cure period, could reasonably be expected to have or result in a Material Adverse Effect. Except for as set forth in Schedule 5.6 of the Loan Agreement there There is no action, suit, proceeding or investigation pending or, to each Pledgor's knowledge, threatened, before or by any court, arbitrator or Governmental Authority (1) against or affecting the Pledged Collateral, such Pledgor, any entity whose securities constitute the Collateral, this Pledge Agreement or the transactions contemplated herebyby this Pledge Agreement, or (2) that questions or could reasonably be expected to prevent the validity of this Pledge Agreement or the right or ability of such Pledgor to execute or deliver this Pledge Agreement or to consummate the transactions contemplated hereby by this Pledge Agreement or to create or grant the Liens and security interests contemplated hereby. (b) Neither by this Pledge Agreement. No Pledgor nor any entity whose securities constitute part of the Pledged Collateral is (i) a party to any judgment, order or decree or any agreement, document or instrument, or subject to any restriction, which would materially adversely affect its ability to execute and deliver, or perform under, this Pledge Agreement, or (ii) in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any agreement, document or instrument to which it is a party or to which any of its properties or assets are subject, which default, if not remedied within any applicable grace or cure period, could reasonably be expected to have or be a Material Adverse Effect, nor is there any event, fact, condition or circumstance which, with notice or passage of time or both, would constitute or result in a conflict, breach, default or event of default under, any of the foregoing which, if not remedied within any applicable grace or cure period could reasonably be expected to have or be a Material Adverse Effect.

Litigation and Compliance; Other Agreements. (a) Pledgor Guarantor is not in default or breach of the performance, observance or fulfillment of any obligation, covenant or condition contained in any agreement, document or instrument to which it Guarantor is a party or by which it Guarantor or any of its Guarantor’s properties or assets is or are bound or subject, which default or breach, if not remedied within any applicable grace period or cure period, could reasonably be expected to have or result in a Material Adverse Effectmaterial adverse effect. Except for as set forth in Schedule 5.6 of the Loan Agreement there There is no action, suit, proceeding or investigation pending or, to Pledgor's Guarantor’s knowledge, threatened, threatened before or by any court, arbitrator or Governmental Authority governmental authority (1) against or affecting the Loan Collateral, PledgorGuarantor, any entity whose securities constitute the Loan Collateral, this Agreement or the transactions contemplated hereby, or (2) that questions or could reasonably be expected to prevent the validity of this Agreement or any Loan Document or the right or ability of Pledgor Guarantor or the Companies to execute or deliver this Agreement or any Loan Document or to consummate the transactions contemplated hereby or to create or grant the Liens and security interests contemplated herebythereby. (b) Neither Pledgor nor any entity whose securities constitute part of the Collateral Guarantor is not (i) a party to any judgment, order or decree or any agreement, document or instrument, or subject to any restriction, which would materially adversely affect its ability to execute and deliver, or perform under, this Agreement, or (ii) in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any agreement, document or instrument to which it Guarantor is a party or to which any of its Guarantor’s properties or assets are subject, which default, if not remedied within any applicable grace or cure period, could reasonably be expected to have or be a Material Adverse Effectmaterial adverse effect, nor is there any event, fact, condition or circumstance which, with notice or passage of time or both, would constitute or result in a conflict, breach, default or event of default under, any of the foregoing which, if not remedied within any applicable grace or cure period could reasonably be expected to have or be a Material Adverse Effectmaterial adverse effect.

Litigation and Compliance; Other Agreements. (a) Pledgor Guarantor is not in default or breach of the performance, observance or fulfillment of any obligation, covenant or condition contained in any agreement, document or instrument to which it is a party or by which it or any of its properties or assets is or are bound or subject, which default or breach, if not remedied within any applicable grace period or cure period, could reasonably be expected to have or result in a Material Adverse Effect. Except for as set forth in Schedule 5.6 of the Loan Agreement there There is no action, suit, proceeding or investigation pending or, to Pledgor's Guarantor’s knowledge, threatened, threatened before or by any court, arbitrator or Governmental Authority (1) against or affecting the Collateralthe, Pledgor, any entity whose securities constitute the CollateralGuarantor, this Agreement or the transactions contemplated hereby, or (2) that questions or could reasonably be expected to prevent the validity of this Agreement or any Loan Document or the right or ability of Pledgor Guarantor or Borrower to execute or deliver this Agreement or to consummate the transactions contemplated hereby or to create or grant the Liens and security interests contemplated hereby. (b) Neither Pledgor nor any entity whose securities constitute part of the Collateral Guarantor is not (i) a party to any judgment, order or decree or any agreement, document or instrument, or subject to any restriction, which would materially adversely affect its ability to execute and deliver, or perform under, this Agreement, or (ii) in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any agreement, document or instrument to which it is a party or to which any of its properties or assets are subject, which default, if not remedied within any applicable grace or cure period, could reasonably be expected to have or be a Material Adverse Effect, nor is there any event, fact, condition or circumstance which, with notice or passage of time or both, would constitute or result in a conflict, breach, default or event of default under, any of the foregoing which, if not remedied within any applicable grace or cure period could reasonably be expected to have or be a Material Adverse Effect. (c) Guarantor shall, upon reasonable notice from Lender, provide Lender with access to Guarantor’s properties and books and records and provide copies of such books and records to Lender at Guarantor’s expenses.

Litigation and Compliance; Other Agreements. (a) Pledgor Guarantor is not in default or breach of the performance, observance or fulfillment of any obligation, covenant or condition contained in any agreement, document or instrument to which it Guarantor is a party or by which it Guarantor or any of its Guarantor's properties or assets is or are bound or subject, which default or breach, if not remedied within any applicable grace period or cure period, could reasonably be expected to have or result in a Material Adverse Effectmaterial adverse effect. Except for as set forth in Schedule 5.6 of the Loan Agreement there There is no action, suit, proceeding or investigation pending or, to PledgorGuarantor's knowledge, threatened, threatened before or by any court, arbitrator or Governmental Authority governmental authority (1) against or affecting the Loan Collateral, PledgorGuarantor, any entity whose securities constitute the Loan Collateral, this Agreement or the transactions contemplated hereby, or (2) that questions or could reasonably be expected to prevent the validity of this Agreement or any Loan Document or the right or ability of Pledgor Guarantor or the Companies to execute or deliver this Agreement or any Loan Document or to consummate the transactions contemplated hereby or to create or grant the Liens and security interests contemplated herebythereby. (b) Neither Pledgor nor any entity whose securities constitute part of the Collateral Guarantor is not (i) a party to any judgment, order or decree or any agreement, document or instrument, or subject to any restriction, which would materially adversely affect its ability to execute and deliver, or perform under, this Agreement, or (ii) in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any agreement, document or instrument to which it Guarantor is a party or to which any of its Guarantor's properties or assets are subject, which default, if not remedied within any applicable grace or cure period, could reasonably be expected to have or be a Material Adverse Effectmaterial adverse effect, nor is there any event, fact, condition or circumstance which, with notice or passage of time or both, would constitute or result in a conflict, breach, default or event of default under, any of the foregoing which, if not remedied within any applicable grace or cure period could reasonably be expected to have or be a Material Adverse Effectmaterial adverse effect.