Common use of Material Agreement Clause in Contracts

Material Agreement. Except as set forth in Schedule 3.4 to the Credit Agreement, no consent of any party (other than the Grantor) to any Material Agreement is required, or purports to be required, in connection with the execution, delivery and performance of this Security Agreement. Each Material Agreement is in full force and effect and constitutes a valid and legally enforceable obligation of the parties thereto, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). No consent or authorization of, filing with or other act by or in respect of any Governmental Authority is required in connection with the execution, delivery, performance, validity or enforceability of any of the Material Agreements by any party thereto other than those which have been duly obtained, made or performed, are in full force and effect and do not subject the scope of any such Material Agreement to any material adverse limitation, either specific or general in nature. Neither the Grantor nor to the best of the Grantor's knowledge any other party to any Material Agreement is in default in the performance or observance of any of the terms thereof. The Grantor has fully performed in all material respects all its obligations under each of the Material Agreements. The right, title and interest of the Grantor in, to and under each Material Agreement are not subject to any defense, offset, counterclaim or claim which would materially adversely affect the value of such Material Agreement as Collateral, nor have any of the foregoing been asserted or alleged against the Grantor as to any Material Agreement. The Grantor has delivered to the Agent a complete and correct copy of each Material Agreement, including all amendments, supplements and other modifications thereto and will deliver any other Contract which the Agent may request. No amount payable to the Grantor under or in connection with any Material Agreement is evidenced by any Instrument or Chattel Paper which has not been delivered to the Agent.

Material Agreement. Except as set forth in Schedule 3.4 to the Credit Agreement, no consent of any party (other than the GrantorBorrower) to any Material Agreement is required, or purports to be required, in connection with the execution, delivery and performance of this Security Agreement. Each Material Agreement is in full force and effect and constitutes a valid and legally enforceable obligation of the parties thereto, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor's rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). No consent or authorization of, filing with or other act by or in respect of any Governmental Authority is required in connection with the execution, delivery, performance, validity or enforceability of any of the Material Agreements by any party thereto other than those which have been duly obtained, made or performed, are in full force and effect and do not subject the scope of any such Material Agreement to any material adverse limitation, either specific or general in nature. Neither the Grantor Borrower nor to the best of the GrantorBorrower's knowledge any other party to any Material Agreement is in default in the performance or observance of any of the terms thereof. The Grantor Borrower has fully performed in all material respects all its obligations under each of the Material Agreements. The right, title and interest of the Grantor Borrower in, to and under each Material Agreement are not subject to any defense, offset, counterclaim or claim which would materially adversely affect the value of such Material Agreement as Collateral, nor have any of the foregoing been asserted or alleged against the Grantor Borrower as to any Material Agreement. The Grantor Borrower has delivered to the Agent a complete and correct copy of each Material Agreement, including all amendments, supplements and other modifications thereto and will deliver any other Contract which the Agent may request. No amount payable to the Grantor Borrower under or in connection with any Material Agreement is evidenced by any Instrument or Chattel Paper which has not been delivered to the Agent.