No Conflict; Government Consents. Except as set forth on Schedule 5.3 of the Disclosure Letter, the execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party have been duly authorized and do not (i) conflict with any of such Credit Party’s Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Credit Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except (x) such Governmental Approvals which have already been obtained and are in full force and effect, and (y) for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Lender for filing and/or recordation on or after the Effective Date), (v) constitute a breach of or a default or event of default under, or result in or permit the termination or acceleration of, any Material Contract by which such Credit Party is bound or (vi) require any approval of stockholders, members or partners or any approval or consent of any Person except for such approvals or consents which will be obtained on or before the Effective Date and disclosed in writing to Lender. Without limiting Section 5.11 hereof, neither Borrower nor any of its Subsidiaries is in default under or breach of any agreement to which it is a party or by which it or its assets are bound in which the default thereunder or breach thereof could reasonably be expected to have a Material Adverse Change.
No Conflict; Government Consents. Neither the execution and delivery by each Loan Party of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (a) any Law, order, writ, judgment, injunction, decree or award binding on any Loan Party or any of its Subsidiaries, (b) any Loan Party’s or any of its Subsidiaries’ Constituent Documents, or (c) any indenture, instrument or agreement to which any Loan Party or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict with or be a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of any Loan Party or any of its Subsidiaries pursuant to any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, that has not been obtained is required to be obtained by any Loan Party or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.
No Conflict; Government Consents. (i) Neither the execution, delivery or performance by Holdings and Licensor of this Agreement nor the consummation of the transactions contemplated hereby and compliance by Holdings and Licensor with any of the provisions hereof will: (x) violate any provision of any Organizational Document of Holdings or Licensor, (y) require any consent, approval or notice under, violate or result in the violation of, conflict with or result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time or both, could reasonably be expected to constitute a default) under, result in the termination of, result in a right of termination of, any material contractual obligation of Holdings or Licensor (other than such consents as have already been obtained), or (z) violate any material Law of the United States applicable to Holdings or Licensor.
No Conflict; Government Consents. (i) Neither the execution, delivery or performance by Parent and Licensee of this Agreement nor the consummation of the transactions contemplated hereby and compliance by Parent and Licensee with any of the provisions hereof will: (x) violate any provision of any Organizational Document of Parent or Licensee, (y) require any consent, approval or notice under, violate or result in the violation of, conflict with or result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time or both, could reasonably be expected to constitute a default) under, result in the termination of, result in a right of termination of, any material contractual obligation of Parent or Licensee (other than such consents as have already been obtained), or (z) violate any material Law of the United States applicable to Parent or Licensee.
No Conflict; Government Consents. (a) No Conflict with Organizational Documents, Law or Contractual Obligations; No Creation of Liens. The execution, delivery and performance by each Credit Party of the Credit Documents to which it is a party and the consummation of the transactions contemplated by the Credit Documents do not and will not (i)(1) violate any of the Organizational Documents of such Credit Party or (2) otherwise require any approval of any stockholder, member or partner of such Credit Party, except for such approvals or consents which have been obtained or made prior to the Closing Date; (ii) violate any provision of any law, rule, regulation, order, judgment or decree of any Governmental Authority applicable to or otherwise binding on such Credit Party, except to the extent such violation would not reasonably be expected to have a Material Adverse Effect; (iii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under, or otherwise require any approval or consent of any Person under, (x) any Contractual Obligation of such Credit Party, except to the extent such conflict, breach or default would not reasonably be expected to have a Material Adverse Effect, or (y) any Material Indebtedness, and in each case, except for such approvals or consents which have been obtained or made; or (iv) result in or require the creation or imposition of any Lien upon any of the properties or assets of such Credit Party (other than any Liens created under any of the Credit Documents in favor of the Collateral Agent, on behalf of the Secured Parties, and Permitted Liens).
No Conflict; Government Consents. The execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party do not (i) conflict with any of such Credit Party’s Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Credit Party or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except (x) such Governmental Approvals which have already been obtained and are in full force and effect, (y) for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Administrative Agent for filing and/or recordation on or after the Effective Date and (z) any registration, consent, approval, notice or action to the extent that the failure to undertake or obtain such registration, consent, approval, notice or action could not reasonably be expected to result in a Material Adverse Change), (v) constitute an event of default under any material agreement by which such Credit Party is bound or (vi) require any approval of stockholders, members or partners or any approval or consent of any Person except for such approvals or consents which will be obtained on of before the Effective Date and disclosed in writing to the Administrative Agent and except for any such approvals or consents the failure of which to obtain will not result in a Material Adverse Change. No Credit Party is in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on such Credit Party’s business.
No Conflict; Government Consents. Neither the execution and delivery by the Borrower of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (a) any Law (including the ICA), order, writ, judgment, injunction, decree or award binding on the Borrower, (b) the Borrower’s Investment Policies and Restrictions or Constituent Documents, or (c) any indenture, instrument or agreement to which the Borrower is a party or is subject, or by which it, or its Property, is bound, or conflict with or be a default thereunder, or result in, or require, the creation or imposition of any Lien in, of or on the Property of the Borrower pursuant to any such indenture, instrument or agreement. No order, consent, adjudication, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, or other action in respect of any governmental or public body or authority, or any subdivision thereof, that has not been obtained is required to be obtained by the Borrower in connection with the execution and delivery of the Loan Documents, the borrowings under this Agreement, the payment and performance of the Obligations or the legality, validity, binding effect or enforceability of any of the Loan Documents.
No Conflict; Government Consents. (1) Neither the execution, delivery or performance by Holdings, Licensor or Sotheby’s (UK) of this Agreement nor the consummation of the transactions contemplated hereby and compliance by Holdings, Licensor and Sotheby’s (UK) with any of the provisions hereof or of the License Agreement with respect to the licensing of the Licensed Marks in the Option Countries will (x) violate any provision of any Organizational Document of Holdings, Licensor or Sotheby’s (UK); (y) require any consent, approval or notice under, violate or result in the violation of, conflict with or result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time or both, could reasonably be expected to constitute a default) under, result in the termination of, result in a right of termination of, any material contractual obligation of Holdings, Licensor or Sotheby’s (UK) (other than such consents as have already been obtained); or (z) violate any material Law of the United States applicable to Holdings or Licensor.
No Conflict; Government Consents. (a) The execution and delivery by each of Borrower and its Subsidiaries of each Loan Document to which it is a party, the performance of obligations by each of Borrower and its Subsidiaries under each Loan Document to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not, (i) contravene the terms of Borrower’s or such Subsidiaries’ Operating Documents, (ii) violate any Requirement of Law, determination or award applicable to Borrower or any of such Subsidiaries or their respective properties or assets, (iii) conflict with or result in the breach of, or constitute a default, result in the acceleration of any obligation or require any payment to be made under, any indenture (including the Indenture), mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower or any of its Subsidiaries is a party or by which Borrower or any of its Subsidiaries is bound or to which any of the property or assets of Borrower or any of its Subsidiaries is subject or (iv) except as contemplated by the Loan Documents, result in or require the creation or imposition of any Lien (other than any Permitted Lien) upon or with respect to any of the properties or assets of Borrower or any of its Subsidiaries, other than as set forth in Schedule 5.3(a) and, in the case of clause (ii), clause (iii) and clause (iv), where such violation, conflict, breach, default, acceleration, payment, creation or imposition would not reasonably be expected to have a Material Adverse Change;
No Conflict; Government Consents. The execution, delivery and performance by the Borrower of the Loan Documents, and the consummation of the transactions contemplated thereby do not and will not: (a) result in a violation or breach of any provision of the articles of formation or other organizational documents of the Borrower; (b) result in a violation or breach of any provision of any Law, order, writ, judgment, injunction, decree or award binding on the Borrower; or (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of or the creation of any Lien, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under or result in the acceleration or create in any party the right to accelerate, terminate, modify or cancel any agreement to which the Borrower is a party or subject. No consent, approval, permit, order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Borrower in connection with the execution and delivery of the Loan Documents and the consummation of the transactions contemplated thereby, except for such consents, approvals, permits, orders, declarations, filings or notices that have been obtained prior to the execution and delivery of the Loan Documents.
