No Conflicts; No Default. The Transactions (a) do not require any consent, exemption, authorization 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) filings necessary to perfect or maintain the perfection or priority of the Liens created by the Security Documents and (iii) consents, approvals, exemptions, authorizations, registrations, filings, permits or actions the failure of which to obtain or perform could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate the Organizational Documents of any Company, (c) will not violate or result in a default or require any consent or approval under (x) any indenture, instrument, agreement, or other document binding upon any Company or its property or to which any Company or its property is subject, or give rise to a right thereunder to require any payment to be made by any Company, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect or (y) any Organizational Document, (d) will not violate any Legal Requirement in any material respect, and (e) will not result in the creation or imposition of any Lien on any property of any Company, except Liens created by the Security Documents. No Default or Event of Default has occurred and is continuing.
No Conflicts; No Default. The execution and delivery of this Agreement by Telesat IOM does not, and the performance by Telesat IOM of the obligations to be performed by it hereunder and the consummation by Telesat IOM of the transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the articles, by-laws or the comparable governing instruments of Telesat IOM; (ii) a material breach or violation of, a default under, the triggering of any payment or other material obligation pursuant to, the acceleration of (with or without the giving of notice or the lapse of time) any provision of any agreement to which Telesat IOM is party or may be bound, or create in any party the right to accelerate, terminate, modify or cancel, require any notice or give rise to a loss of any benefit under any such agreement; or (iii) a material breach or violation of any law or regulation to which Telesat IOM is subject.
No Conflicts; No Default. Neither the execution and delivery of this Agreement, the acquisition of the Mortgage Loans by the Company, the sale of the Mortgage Loans to the Purchaser or the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of the Company’s charter or by-laws or any legal restriction or any agreement or instrument to which the Company is now a party or by which it is bound, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Company or its property is subject, or impair the ability of the Purchaser to realize on the Mortgage Loans, or impair the value of the Mortgage Loans. The Company is not in default, and has received no notice of default, under this Agreement;
S) Section 3.01(d) is hereby modified by deleting the subpart in its entirety and replacing it with the following:
No Conflicts; No Default. The execution and delivery of this Agreement by Loral Space does not, and the performance by Loral Space of the obligations to be performed by it hereunder and the consummation by Loral Space of the transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the articles, by-laws or the comparable governing instruments of Loral Space; (ii) a material breach or violation of, a default under, the triggering of any payment or other material obligation pursuant to, the acceleration of (with or without the giving of notice or the lapse of time) any provision of the Loral Agreements, or create in any party the right to accelerate, terminate, modify or cancel, require any notice or give rise to a loss of any benefit under the Loral Agreements; (iii) a material breach or violation of any law or regulation to which Loral Space is subject; (iv) any material and adverse change in the rights or obligations of Loral Space under any of the Loral Agreements, or under any permit or license; or (v) the creation of any lien or encumbrance on, or the forfeiture of any of the Loral Agreements.
No Conflicts; No Default. The execution and delivery of this Agreement by LCGC and Loral Space does not, and the performance by LCGC and Loral Space of the obligations to be performed by them hereunder and the consummation by LCGC and Loral Space of the transactions contemplated by this Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the articles, by-laws or the comparable governing instruments of LCGC and Loral Space; (ii) a material breach or violation of, a default under, the triggering of any payment or other material obligation pursuant to, the acceleration of (with or without the giving of notice or the lapse of time) any provision of any Gateway Agreement, or create in any party the right to accelerate, terminate, modify or cancel, require any notice or give rise to a loss of any benefit under any Gateway Agreement; (iii) a material breach or violation of any law or regulation to which LCGC and Loral Space is subject; (iv) any material and adverse change in the rights or obligations of LCGC under any Gateway Agreement, or under any permit or license; or (v) the creation of any lien or encumbrance on, or the forfeiture of, any Gateway Agreement.
No Conflicts; No Default. To the best knowledge of the District, the issuance of the Bonds, and the execution, delivery and performance of this Purchase Contract, the Continuing Disclosure Certificate, the Resolution and the Bonds, and the compliance with the provisions hereof and thereof do not conflict with or constitute on the part of the District a violation of or a material default under the California Constitution or any existing law, charter, ordinance, regulation, decree, order or resolution and do not conflict with or result in a violation or breach of, or constitute a material default under, any agreement, indenture, mortgage, lease or other instrument to which the District is a party or by which it is bound or to which it is subject.
No Conflicts; No Default. The execution, delivery and performance by the Purchaser, Purchaser Parent and Merger Subs of this Agreement and the Purchaser Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby will not (a) violate any provision of the Governing Documents of the Purchaser, Purchaser Parent or Merger Subs, (b) violate, or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, could constitute a default) under, or result in, or provide the basis for, the termination of, or accelerate the performance required by, or excuse performance by any Person of any of its obligations under, or cause the acceleration of the maturity of any Indebtedness or obligation pursuant to, or result in the creation or imposition of any Lien upon any material property or assets of the Purchaser, Purchaser Parent or Merger Subs under any material Contract to which Purchaser, Purchaser Parent or Merger Subs is a party or by which any of their properties or assets are bound, or (c) subject to compliance with Antitrust Law, violate any Law or Order of any Governmental Authority applicable to the Purchaser, Purchaser Parent or Merger Subs, or require the consent, approval or action of, filing with or notice to any Governmental Authority or other Person in order for Purchaser, Purchaser Parent or Merger Subs, to consummate the Merger or any of the Purchaser Ancillary Agreements. Neither the Purchaser Parent, the Purchaser or Merger Subs is in default under or with respect to any Contract that would, in the aggregate, reasonably be expected to have a Material Adverse Effect.
No Conflicts; No Default. Neither the execution, delivery and performance of this Agreement nor any other Loan Document to which the Borrower is a party and each Facility Agreement, nor the consummation of any of the transactions contemplated hereby or thereby, nor performance of or compliance with the terms and conditions hereof or thereof, (1) contravenes any Law applicable to the Borrower or any of its properties or other assets, t2) conflicts with, breaches or contravenes any provisions of any contract, agreement, instrument or undertaking of Borrower, or (3) results in the creation or imposition of any Liens (other than Permitted Liens) on any property of Borrower under, or results in the acceleration of any obligation under, or in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default under any contract, agreement, instrument or undertaking of Borrower. Borrower has not given or received any notice of default under any Consent, which notice relates to a default that has not been cured, and each of the Consents is in full force and effect or has been terminated (other than as a result of a breach) or all obligations of all parties thereunder have been performed or waived.
No Conflicts; No Default. The Transactions, the execution, delivery and performance of this Agreement and the other Loan Documents, the borrowings hereunder and the use of the proceeds thereof do not violate any Legal Requirement or any material Contractual Obligation of any Company and do not result in, or require, the creation or imposition of (or the obligation to create or impose) any Lien on any of their respective properties or revenues pursuant to any Legal Requirement or any such material Contractual Obligation (other than (i) the Liens created by the Security Documents, (ii) Liens created by the Second Lien Notes Security Documents and/or the Permitted Refinancing Second Lien Notes Security Documents and (iii) immaterial Liens that are otherwise Permitted Liens). No Default has occurred and is continuing.
No Conflicts; No Default. The execution, delivery and performance by the Borrower of the Loan Documents to which they are a party will not (a) violate any provision of any law, statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect having applicability to the Borrower except to the extent that the failure to comply therewith could not, in the aggregate, have a material adverse effect on the business, operations, property or financial or other condition of the Borrower taken as a whole, or could not materially adversely effect the ability of the Borrower to perform its obligations under this Agreement, (b) violate or contravene any provisions of the organizational documents or by-laws of the Borrower, or (c) result in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which the Borrower is a party or by which such entity or any of such entity's properties may be bound or result in the creation of any Lien on any asset of the Borrower. The Borrower is not in default under or in violation of any such law, statute, rule or regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, loan or credit agreement or other agreement, lease or instrument in any case in which the consequences of such default or violation could constitute an Adverse Event.
