Common use of No Conflict; Governmental Consents Clause in Contracts

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company or any of its Significant Subsidiaries, respectively, is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous constituent documents) of the Company or such Significant Subsidiary, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company or such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company or such Significant Subsidiary, other than Liens permitted or created by the Loan Documents. The execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company or any such Significant Subsidiary, respectively, is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (including under any Environmental Property Transfer Act) or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement (Steelcase Inc), Credit Agreement (Steelcase Inc), Credit Agreement (Steelcase Inc)

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No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company such Borrower or any other member of its Significant Subsidiaries, respectively, the Obligor Group is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous applicable constituent documents) of such Borrower or any other member of the Company or such Significant SubsidiaryObligor Group, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of such Borrower or any such other member of the Company or such Significant SubsidiaryObligor Group, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of such Borrower or any other member of the Company or such Significant SubsidiaryObligor Group, other than Liens permitted or created by the Loan Documents. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company such Borrower or any such Significant Subsidiary, respectively, other member of the Obligor Group is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement (Woodward, Inc.), Credit Agreement (Woodward, Inc.), Woodward Credit Agreement (Woodward, Inc.)

No Conflict; Governmental Consents. The execution, delivery and performance of each of this Agreement, the Loan other Operative Documents and the other Transaction Documents to which the Company or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (ia) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous constituent documents) Organizational Documents of the Company or any such Significant Subsidiary, (b) (i) constitute a tortious interference with any Contractual Obligation of any Person (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company or any such Significant Subsidiary, or require termination of any Contractual Obligation, except Obligation of the Company or any such conflictSubsidiary which, breach, default or termination which individually or in the aggregate case of clause (ii), could not be reasonably be expected to have a Material Adverse Effect, or (iiic) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company or any such Significant Subsidiary, other than Liens permitted or created by the Loan Transaction Documents, or (d) require any approval of the Company's or any such Subsidiary's board of directors or stockholders except such as have been obtained. The Except as set forth on Exhibit 6.3 attached hereto, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Transaction Documents to which the Company or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Mezzanine Note Securities Purchase Agreement (Alion Science & Technology Corp), Mezzanine Note Securities Purchase Agreement (Alion Science & Technology Corp), Mezzanine Note Securities Purchase Agreement (Alion Science & Technology Corp)

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company Borrower or any other member of its Significant Subsidiaries, respectively, the Obligor Group is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous applicable constituent documents) of the Company Borrower or such Significant Subsidiaryany other member of the Obligor Group, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiaryother member of the Obligor Group, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or such Significant Subsidiaryany other member of the Obligor Group, other than Liens permitted or created by the Loan Documents. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company Borrower or any such Significant Subsidiary, respectively, other member of the Obligor Group is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (Woodward, Inc.), Term Loan Credit Agreement (Woodward Governor Co), Term Loan Credit Agreement (Woodward Governor Co)

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company or any of its Significant Subsidiaries, respectively, Borrower is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement incorporation (or other management agreement (or any other analogous applicable constituent documents) of the Company or such Significant SubsidiaryBorrower, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company or such Significant SubsidiaryBorrower, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company or such Significant SubsidiaryBorrower, other than Liens permitted or created by the Loan Documents. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company or any such Significant Subsidiary, respectively, Borrower is a party do not and will not require any registration with, consent or approval of, of or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Assignment and Assumption Agreement (Quixote Corp), Subsidiary Stock Pledge Agreement (Quixote Corp), Credit Agreement (Quixote Corp)

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous applicable constituent documents) of the Company or any such Significant Subsidiary, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (including under any Environmental Property Transfer Act) Authority, except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could would not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Kaydon Corp), Credit Agreement (Kaydon Corp)

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous applicable constituent documents) of the Company or any such Significant Subsidiary, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Kaydon Corp), Credit Agreement (Kaydon Corp)

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company such Borrower or any other member of its Significant Subsidiaries, respectively, the Obligor Group is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous applicable constituent documents) of such Borrower or any other member of the Company or such Significant SubsidiaryObligor Group, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of such Borrower or any such other member of the Company or such Significant SubsidiaryObligor Group, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of such Borrower or any other member of the Company or such Significant SubsidiaryObligor Group, other than Liens permitted or created by the Loan Documents. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company such Borrower or any such Significant Subsidiary, respectively, other member of the Obligor Group is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or will be made, obtained or given substantially concurrently with the occurrence of the Closing Date, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Woodward, Inc.)

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No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization or formation, by-laws, operating agreement or other management agreement (laws of the Borrower or any other analogous constituent documents) of the Company or such Significant Subsidiary, (ii) constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflictinterference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of the Borrower's or any such Subsidiary's shareholders except such as have been obtained. The execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained obtained, or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Transportation Components Inc)

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous applicable constituent documents) of the Company Borrower or any such Significant Subsidiary, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents. The Except as set forth on SCHEDULE 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Woodward Governor Co)

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization or formation, by-laws, operating agreement or other management agreement (laws of the Borrower or any other analogous constituent documents) of the Company or such Significant Subsidiary, (ii) constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflictinterference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of the Borrower's or any such Subsidiary's shareholders except such as have been obtained. The execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Landcare Usa Inc)

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company Borrower or any of its Significant Subsidiaries, respectively, Subsidiaries is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles incorporation or certificate of organization or formation, by-laws, operating agreement or other management agreement (laws of the 44 Borrower or any other analogous constituent documents) of the Company or such Significant Subsidiary, (ii) constitute a tortious interference with any Contractual Obligation of any Person or conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of the Company Borrower or any such Significant Subsidiary, or require termination of any Contractual Obligation, except any such conflictinterference, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of the Company Borrower or any such Significant Subsidiary, other than Liens permitted or created by the Loan Documents, or (iv) require any approval of the Borrower's or any such Subsidiary's shareholders except such as have been obtained. The execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company Borrower or any such Significant Subsidiary, respectively, of its Subsidiaries is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Metals Usa Inc)

No Conflict; Governmental Consents. The execution, delivery and performance of each of the Loan Documents to which the Company such Borrower or any other member of its Significant Subsidiaries, respectively, the Obligor Group is a party do not and will not (i) conflict with the certificate or articles of incorporation, partnership agreement, certificate of partnership, articles or certificate of organization or formation, by-laws, operating agreement or other management agreement (or any other analogous applicable constituent documents) of such Borrower or any other member of the Company or such Significant SubsidiaryObligor Group, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law (including, without limitation, any Environmental Property Transfer Act) or Contractual Obligation of such Borrower or any such other member of the Company or such Significant SubsidiaryObligor Group, or require termination of any Contractual Obligation, except any such conflict, breach, default or termination which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien whatsoever upon any of the property or assets of such Borrower or any other member of the Company or such Significant SubsidiaryObligor Group, other than Liens permitted or created by the Loan Documents. The Except as set forth on Schedule 6.3 to this Agreement, the execution, delivery and performance by the Company or any Significant Subsidiary of each of the Loan Documents to which the Company such Borrower or any such Significant Subsidiary, respectively, other member of the Obligor Group is a party do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by any Governmental Authority (Authority, including under any Environmental Property Transfer Act) , except filings, consents or any other third party except such registrations, consents, approvals, notices and other actions which have been made, obtained or given, or which, if not made, obtained or given, individually or in the aggregate could not reasonably be expected to have a Material Adverse 90 Exhibit 10.1 Effect.

Appears in 1 contract

Samples: Credit Agreement (Woodward, Inc.)

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