Common use of No Conflicts or Consents Clause in Contracts

No Conflicts or Consents. A. The execution and delivery of the Loan Agreement, the Notes, the Mortgage, the other Loan Documents and each other document to be executed and delivered in connection with the Transactions, the consummation of each of the transactions herein or therein contemplated, the compliance with each of the terms and previsions hereof or thereof, and the issuance, delivery and performance of the Notes, this Agreement, the Mortgage and the Indenture, do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to the Company, its Certificate of Incorporation or Bylaws or any order, judgment or decree of any court or other agency of government binding on it, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Company which could reasonably be expected to result in a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Company (other than any Liens created under this Agreement and the Other Loan Agreements), (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of the Company except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser or such approvals or consents the failure to obtain which could not reasonably be expected to singly or in the aggregate result in a Material Adverse Effect. B. No consent, approval, authorization or order of any Tribunal or other Person is required in connection with the execution and delivery by the Company of this Agreement, the Loan Documents or any other document or instrument to be delivered in connection with the Transactions or the consummation of the transactions contemplated hereby or thereby, other than any such consent, approval, authorization or order which has been obtained and remains in full force and effect or which has been waived in writing by the Lender or the failure of which to obtain would not, singly or in the aggregated, have a Material Adverse Effect.

No Conflicts or Consents. A. The execution and delivery by the various Restricted Persons of the Loan AgreementDocuments to which each is a party, the Notesperformance by each of its obligations under such Loan Documents, the Mortgage, the other Loan Documents and each other document to be executed and delivered in connection with the Transactions, the consummation of each of the transactions herein or therein contemplated, contemplated by the compliance with each of the terms and previsions hereof or thereof, and the issuance, delivery and performance of the Notes, this Agreement, the Mortgage and the Indenturevarious Loan Documents, do not and will not (ia) violate conflict with any provision of (i) any law or any governmental rule or regulation applicable to the Company, its Certificate of Incorporation or Bylaws or any order, judgment or decree of any court or other agency of government binding on itLaw, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation the organizational documents of the Company which could reasonably be expected to result in a Material Adverse EffectBorrower, any of its Subsidiaries or the General Partner, (iii) any agreement governing material Indebtedness for borrowed money of the Restricted Persons or (iv) any other material agreement, judgment, license, order or permit applicable to or binding upon the Borrower, any of its Restricted Subsidiaries or the General Partner, (b) result in the acceleration of any material Indebtedness owed by the Borrower, any of its Restricted Subsidiaries or the General Partner, or (c) result in or require the creation or imposition of any Lien upon any assets or properties of the properties Borrower, any of its Restricted Subsidiaries or assets of the Company (other than any Liens created under this Agreement and General Partner. Except as expressly contemplated in the Other Loan Agreements), (iv) require any approval of stockholders Documents or any approval or consent of any Person under any Contractual Obligation of the Company except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenderthe Disclosure Schedule, the Trustee and the Initial Purchaser or such approvals or consents the failure to obtain which could not reasonably be expected to singly or in the aggregate result in a Material Adverse Effect. B. No no permit, consent, approval, authorization or order of of, and no notice to or filing, registration or qualification with, any Tribunal or other Person third party is required in connection with the execution and execution, delivery or performance by any Restricted Person of any Loan Document or to consummate any transactions contemplated by the Company Loan Documents. Neither the Borrower, nor any of this Agreement, its Restricted Subsidiaries nor the Loan Documents or any other document or instrument to be delivered General Partner is in connection with the Transactions or the consummation breach of the transactions contemplated hereby or thereby, other than any such consent, approval, authorization or order which has been obtained and remains in full force and effect or which has been waived in writing by the Lender or the failure of which to obtain would not, singly or in the aggregateddefault under any instrument, have license or other agreement applicable to or binding upon it, which breach or default has had, or could reasonably be expected to have, a Material Adverse Effect.

No Conflicts or Consents. A. (A) The execution and delivery of the Loan Agreement, the Notes, the Mortgage, the other Loan Documents and each other document to be executed and delivered in connection with the Transactions, the consummation of each of the transactions herein or therein contemplated, the compliance with each of the terms and previsions hereof or thereof, and the issuance, delivery and performance of the Notes, this Agreement, the Mortgage and the Indenture, do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to the Company, its Certificate of Incorporation or Bylaws or any order, judgment or decree of any court or other agency of government binding on it, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Company which could reasonably be expected to result in a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Company (other than any Liens created under this Agreement and the Other Loan Agreements), (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of the Company except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser or such approvals or consents the failure to obtain which could not reasonably be expected to singly or in the aggregate result in a Material Adverse Effect. B. (B) No consent, approval, authorization or order of any Tribunal or other Person is required in connection with the execution and delivery by the Company of this Agreement, the Loan Documents or any other document or instrument to be delivered in connection with the Transactions or the consummation of the transactions contemplated hereby or thereby, other than any such consent, approval, authorization or order which has been obtained and remains in full force and effect or which has been waived in writing by the Lender or the failure of which to obtain would not, singly or in the aggregated, have a Material Adverse Effect.

No Conflicts or Consents. A. The execution and delivery of the Loan Agreement, the Notes, the Mortgage, the Security Agreement, the other Loan Documents and each other document to be executed and delivered in connection with the Transactions, the consummation of each of the transactions herein or therein contemplated, the compliance with each of the terms and previsions hereof or thereof, and the issuance, delivery and performance of the Notes, this Agreement, the Mortgage Mortgage, the Security Agreement and the Indenture, do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to the Company, its Certificate of Incorporation or Bylaws or any order, judgment or decree of any court or other agency of government binding on it, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Company which could reasonably be expected to result in a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Company (other than any Liens created under this Agreement and the Other Loan Agreements), (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of the Company except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser or such approvals or consents the failure to obtain which could not reasonably be expected to singly or in the aggregate result in a Material Adverse Effect. B. No consent, approval, authorization or order of any Tribunal or other Person is required in connection with the execution and delivery by the Company of this Agreement, the Loan Documents or any other document or instrument to be delivered in connection with the Transactions or the consummation of the transactions contemplated hereby or thereby, other than any such consent, approval, authorization or order which has been obtained and remains in full force and effect or which has been waived in writing by the Lender or the failure of which to obtain would not, singly or in the aggregated, have a Material Adverse Effect.

No Conflicts or Consents. A. (a) The execution and delivery by the Company of the Loan Agreement, the Notes, the Mortgage, the other Loan Documents this Agreement and each other document to be executed and delivered in connection with the Transactions, the consummation of each of the transactions herein or therein contemplated, the compliance with each of the terms and previsions hereof or thereof, and the issuance, delivery and performance of the Notes, this Agreement, the Mortgage and the Indenture, do not and contemplated hereby will not (i) violate result in the violation of any provision of any law or any governmental rule or regulation applicable to the Company, its Certificate of Incorporation or Bylaws or By-laws of the Company, (ii) result in any violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or other agency of government binding on itgovernmental authority to or by which the Company is bound, or (iiiii) conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under under, any Contractual Obligation of lease, loan agreement, mortgage, security agreement, trust indenture or other agreement to which the Company is a party or by which could reasonably be expected it is bound or to which any of its properties or assets is subject, nor result in a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Company Company, in the cases of clauses (other than any Liens created under this Agreement ii) and (iii) above, only to the Other Loan Agreements)extent such conflict, (iv) require any approval of stockholders breach, violation, default or any approval or consent of any Person under any Contractual Obligation of the Company except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to LenderLien reasonably could, the Trustee and the Initial Purchaser or such approvals or consents the failure to obtain which could not reasonably be expected to singly individually or in the aggregate aggregate, have or result in a Material Adverse Effect. B. (b) No consent, approval, license, permit, order or authorization of, or order of registration, declaration or filing with, any Tribunal court, administrative agency or commission or other governmental authority or any other Person remains to be obtained or is otherwise required to be obtained by the Company in connection with the authorization, execution and delivery by the Company of this Agreement, the Loan Documents or any other document or instrument to be delivered in connection with the Transactions Agreement or the consummation of the transactions contemplated hereby hereby, including, without limitation, the issue and sale of the Shares and the Warrants, except filings as may be required to be made by the Company after the Closing with (i) the Commission and (ii) state blue sky or therebyother securities regulatory authorities, and except such consents and approvals of a Person other than any such consenta governmental authority as would not reasonably be expected to result, approval, authorization or order which has been obtained and remains in full force and effect or which has been waived in writing by the Lender or the failure of which to obtain would not, singly individually or in the aggregatedaggregate, have in a Material Adverse Effect.

No Conflicts or Consents. A. (a) The execution and delivery of this Agreement, the Assignment and its Proxy by it do not, and the performance of this Agreement, the Assignment and its Proxy by it will not: (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to it or by which it or its properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any encumbrance or restriction on any of the Subject Securities or the Solar Electric Assets pursuant to, any contract to which it is a party or by which it or any of its affiliates or properties is or may be bound or affected, except in the case of clause (i) or (ii) above where any of such events would not have a material adverse effect on it or otherwise impair its ability to satisfy its obligations hereunder. (b) The execution and delivery of the Loan Agreement, the Notes, the Mortgage, the other Loan Documents and each other document to be executed and delivered in connection with the Transactions, the consummation of each of the transactions herein or therein contemplated, the compliance with each of the terms and previsions hereof or thereofAssignment by Photon Subsidiary do not, and the issuance, delivery and performance of the Notes, this Agreement, the Mortgage and the Indenture, do not and Assignment by it will not not: (i) conflict with or violate any provision of any law law, rule, regulation, order, decree or any governmental rule or regulation judgment applicable to the Company, it or by which it or its Certificate of Incorporation properties is or Bylaws may be bound or any order, judgment affected; or decree of any court or other agency of government binding on it, (ii) conflict with, result in a breach of or constitute (with due or without notice or lapse of time time) any breach of or bothdefault under, or give to any other Person (with or without notice or lapse of time) a default under any Contractual Obligation right of the Company which could reasonably be expected to termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon encumbrance or restriction on any of the properties Solar Electric Assets pursuant to, any contract to which it is a party or assets of the Company (other than any Liens created under this Agreement and the Other Loan Agreements), (iv) require any approval of stockholders by which it or any approval of its affiliates or consent of any Person under any Contractual Obligation of the Company properties is or may be bound or affected, except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser or such approvals or consents the failure to obtain which could not reasonably be expected to singly or in the aggregate result in case of clause (i) or (ii) above where any of such events would not have a Material Adverse Effectmaterial adverse effect on it or otherwise impair its ability to satisfy its obligations hereunder. B. No consent, approval, authorization or order of any Tribunal or other Person is required in connection with the (c) The execution and delivery by the Company of this Agreement, the Loan Documents Assignment and its Proxy by it do not, and the performance of this Agreement, the Assignment and its Proxy by it will not, require any consent or approval of any other document or instrument to be delivered in connection with the Transactions or the consummation Person. (d) The execution and delivery of the transactions contemplated hereby or therebyAssignment by Photon Subsidiary will not when executed, other than any such consent, approval, authorization or order which has been obtained and remains in full force and effect or which has been waived in writing the performance of the Assignment by the Lender or the failure of which to obtain would it will not, singly require any consent or in the aggregated, have a Material Adverse Effectapproval of any Person.

No Conflicts or Consents. A. The execution and (a) Neither the execution, delivery or performance of the Loan Agreement, the Notes, the Mortgage, the other Loan Documents and each other document to be executed and delivered in connection with the Transactions, this Agreement by UNIFAB or Sub nor the consummation of each of the transactions herein or therein contemplatedcontemplated hereby will violate, the compliance with each of the terms and previsions hereof or thereof, and the issuance, delivery and performance of the Notes, this Agreement, the Mortgage and the Indenture, do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to the Company, its Certificate of Incorporation or Bylaws or any order, judgment or decree of any court or other agency of government binding on it, (ii) conflict with, or result in a breach of any provision of, constitute a default (or constitute (an event that, with due notice or lapse of time or both, would constitute a default) a default under any Contractual Obligation of the Company which could reasonably be expected to under, result in a Material Adverse Effectthe termination of, (iii) or accelerate the performance required by, or result in or require the creation or imposition of any Lien upon adverse claim against any of the properties or assets of any member of the Company (other than any Liens created under this Agreement and the Other Loan Agreements)UNIFAB Affiliated Group under, (ivi) require the certificates of incorporation, by-laws, articles of organization, operating agreements or other organizational documents of any approval member of stockholders the UNIFAB Affiliated Group, (ii) any note, bond, mortgage, indenture, deed of trust, lease, license, agreement or other instrument or obligation to which any member of the UNIFAB Affiliated Group is a party, or by which any member of the UNIFAB Affiliated Group or any approval of its assets are bound, or consent of (iii) any Person under Applicable Law to which any Contractual Obligation member of the Company except for such approvals UNIFAB Affiliated Group is subject or consents by which will be obtained on any member of the UNIFAB Affiliated Group or before any of the Closing Date and disclosed in writing to Lenderassets of the foregoing are bound which would, the Trustee and the Initial Purchaser or such approvals or consents the failure to obtain which could not reasonably be expected to singly individually or in the aggregate result in aggregate, have a Material Adverse Effect. B. (b) No consentconsent or approval of, approval, authorization or order of any Tribunal or other Person Governmental Entity is required by or with respect to UNIFAB or any of its Subsidiaries in connection with the execution and delivery by the Company of this Agreement, the Loan Documents Agreement by UNIFAB or any other document or instrument to be delivered in connection with the Transactions or is necessary for the consummation of the Merger and the other transactions contemplated hereby by this Agreement, except for: (i) the filing and recordation requirements of the LBCL with respect to the Certificate of Merger and the filing of appropriate documents with the relevant authorities of other states in which UNIFAB or therebyany of its Subsidiaries is qualified to do business, and (ii) such other than any such consentconsents, approvalorders, authorization or order which has been obtained authorizations, registrations, declarations and remains in full force and effect or which has been waived in writing by the Lender or filings the failure of which to obtain or make would not, singly individually or in the aggregatedaggregate, reasonably be expected to have a Material Adverse EffectEffect on UNIFAB or would not materially impair the ability of UNIFAB to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

No Conflicts or Consents. A. (a) The execution and delivery of this Agreement by Stockholder do not, and the Loan performance of this Agreement by Stockholder will not: (i) conflict with or violate any law, rule, regulation, order, decree or judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Encumbrance on any of the Subject Securities pursuant to, any material Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s Affiliates or properties is or may be bound or affected, in each other than as would not, individually or in the aggregate, prevent or materially delay the performance by Stockholder of any of its obligations under this Agreement. (b) The execution and delivery of this Agreement by Stockholder do not, and the performance of this Agreement by Stockholder will not, require any filing with, nor any permit, authorization, consent or approval of, any Person, other than (x) as required under the United States Securities Act of 1933, as amended (the “Securities Act”), the NotesSecurities Exchange Act of 1934 as amended (the “Exchange Act”), other similar securities laws and the Mortgagerules and regulations promulgated thereunder and (y) where the failure to make such filings or obtain any such permit, authorization, consent or approval, would not, individually or in the other Loan Documents and each other document aggregate, prevent or materially delay the performance by Stockholder of any of its obligations under this Agreement. No consent of, or registration, declaration or filing with, any Governmental Body is required to be executed and delivered obtained or made by or with respect to Stockholder in connection with the Transactions, the consummation of each of the transactions herein or therein contemplated, the compliance with each of the terms and previsions hereof or thereof, and the issuanceexecution, delivery and or performance of the Notes, this Agreement, the Mortgage and the Indenture, do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to the Company, its Certificate of Incorporation or Bylaws or any order, judgment or decree of any court or other agency of government binding on it, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Company which could reasonably be expected to result in a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Company (other than any Liens created under this Agreement and the Other Loan Agreements), (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of the Company except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser or such approvals or consents the failure to obtain which could not reasonably be expected to singly or in the aggregate result in a Material Adverse Effect. B. No consent, approval, authorization or order of any Tribunal or other Person is required in connection with the execution and delivery by the Company of this Agreement, the Loan Documents or any other document or instrument to be delivered in connection with the Transactions or the consummation of the transactions contemplated hereby or therebyhereby, other than any such consent(x) as required under the Securities Act, approvalthe Exchange Act, authorization or order which has been obtained other similar securities laws and remains in full force the rules and effect or which has been waived in writing by the Lender or the failure of which to obtain regulations promulgated thereunder and (y) as would not, singly individually or in the aggregatedaggregate, have a Material Adverse Effectprevent or materially delay the performance by Stockholder of any of its obligations under this Agreement.

No Conflicts or Consents. A. The execution and delivery of by the Loan Agreement, the Notes, the Mortgage, the other Loan Documents and each other document to be executed and delivered in connection with the Transactions, the consummation of each of the transactions herein or therein contemplated, the compliance with each of the terms and previsions hereof or thereofCompany of, and the issuance, delivery and performance by the Company of the Notesits obligations under, this Agreement, Agreement or the Mortgage and the Indenture, do not and Deposit Agreement will not contravene (i1) violate any provision of applicable law, (2) the articles of association (statuts) of the Company or (3) any law agreement or other instrument binding upon the Company or its Subsidiary that is material to the Company and its Subsidiary, taken as a whole, or any governmental rule or regulation applicable to the Companyjudgment, its Certificate of Incorporation or Bylaws or any order, judgment order or decree of any governmental body, agency or court or other agency of government binding on it, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of having jurisdiction over the Company which could or its Subsidiary, except in the case of each of (1) and (3) as would not, singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Company (other than any Liens created under this Agreement and the Other Loan Agreements), (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of the Company except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser or such approvals or consents the failure to obtain which could not reasonably be expected to singly or in the aggregate result in a Material Adverse Effect. B. No no consent, approval, authorization or order of of, or qualification with, any Tribunal governmental body or other Person agency is required for the performance by the Company of its obligations under this Agreement or the Deposit Agreement, except (i) registration of the Underlying Ordinary Shares under the Securities Act, which has been effected (or, with respect to any Rule 462 Registration Statement, will be effected in accordance herewith), (ii) such as may be required by the securities or Blue Sky laws of the various states of the United States or the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the execution offer and delivery sale of the Underlying Ordinary Shares, (iii) the approval for the listing of the ADSs on Nasdaq, (iv) the approval by Euronext for the Company listing of the Underlying Ordinary Shares or (v) those that otherwise have already been obtained or made as of the date of this Agreement, the Loan Documents or any other document or instrument except for such failure to be delivered in connection with the Transactions or the consummation of the transactions contemplated hereby or thereby, other than any obtain such consent, approval, authorization authorization, consent or order which has been obtained and remains in full force and effect or which has been waived in writing by the Lender or the failure of which to obtain make such filing as would not, singly or in the aggregated, not reasonably be expected to have a Material Adverse Effect.

No Conflicts or Consents. A. (a) The execution and delivery of the Loan Documents, the Acquisition Agreement, the Notes, the Mortgage, the other Loan Bank Financing Documents and each other document to be executed and delivered in connection with the Transactions, the consummation of each of the transactions herein or therein contemplated, the compliance with each of the terms and previsions provisions hereof or thereof, and the issuance, delivery and performance of the Notes, this Agreement, the Mortgage and the Indenture, Notes do not and will not (i) except as disclosed to the Lenders violate any material provision of any law or any governmental rule or regulation applicable to the CompanyCompany or Chancellor, its the Certificate or Articles of Incorporation or Bylaws bylaws of either of them or any order, judgment or decree of any court or other agency of government binding on itany of them, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Company which or Chancellor that could reasonably be expected to result in a Material Adverse EffectEffect or have a material adverse effect on the ability of the Company or Chancellor to consummate the Transactions and to execute, deliver and perform their obligations under the Loan Documents and each other document and instrument to be delivered in connection with the Transactions executed or to be executed by it, (iii) result in or require the creation or imposition of any Lien upon any of the material properties or assets of any of the Company (other than any Liens created under this Agreement and the Other Loan Agreements), or Chancellor or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of the Company or Chancellor except for such approvals or consents which that will be obtained on or before the Closing Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser or such approvals or consents the failure to obtain which that could not reasonably be expected to singly or in the aggregate result in a Material Adverse EffectEffect or have a material adverse effect on the ability of the Company or Chancellor to consummate the Transactions and to execute, deliver and perform its obligations under the Loan Documents and each other document and instrument to be delivered in connection with the Transactions executed or to be executed by it. B. (b) No consent, approval, authorization or order of any Tribunal or other Person is required in connection with the execution and delivery by the Company or Chancellor of this Agreement, the Loan Documents or any other document or instrument to be delivered in connection with the Transactions or the consummation of the transactions contemplated hereby or thereby, other than any such consent, approval, authorization or order which that has been obtained and remains in full force and effect and other than preliminary FCC approval regarding any transfer or which assignment of licenses contemplated by the Acquisition Agreement or that has been waived in writing by the Lender Agent on behalf of Lenders or the failure of which to obtain would not, singly or in the aggregatedaggregate, have a Material Adverse EffectEffect or a material adverse 47 -42- effect on the ability of the Company or Chancellor to consummate the Transactions and to execute, deliver and perform its respective obligations under the Loan Documents and each other document or instrument to be delivered in connection with the Transactions executed or to be executed by it.

No Conflicts or Consents. A. (a) The execution and delivery of the Loan Agreement, the Notes, the Mortgage, the other Loan Documents this Agreement and each other document to be executed and delivered in connection with the TransactionsShare Transaction Document, the consummation of each of the transactions herein or therein contemplated, the compliance with each of the terms and previsions hereof or thereofprovisions hereof, and the issuance, delivery and performance of this Agreement by the Notes, this Agreement, the Mortgage and the Indenture, Company do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to any of the CompanyCompany and its Subsidiaries, its Certificate the Governing Documents of Incorporation or Bylaws any of them or any order, judgment or decree of any court or other agency of government binding on itany of them, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation contractual obligation of any of the Company and its Subsidiaries which could reasonably be expected to result in a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of any of the Company (other than any Liens created under this Agreement and the Other Loan Agreements)its Subsidiaries, (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation contractual obligation of any of the Company or its Subsidiaries except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser or such approvals or consents the failure to obtain which could not reasonably be expected to singly or in the aggregate result in a Material Adverse Effect. B. No (b) Other than the filing of one or more registration statements with the SEC, as contemplated by the Registration Rights Agreement, and the receipt by the Company of approval from the SEC for such registration statement to be declared effective, no consent, approval, authorization or order of any Tribunal or other Person is required in connection with the execution execution, delivery and delivery performance by the Company of this Agreement, the Loan Documents or any other document or instrument to be delivered in connection with of its Subsidiaries of the Transactions Share Transaction Documents or the consummation of the transactions contemplated hereby or thereby, other than any such consent, approval, authorization or order which has been obtained and remains in full force and effect or the failure to obtain which has been waived in writing would not prohibit the disposition by the Lender or Purchaser of the failure of which to obtain would notShares as contemplated by the Registration Rights Agreement or, singly or in the aggregatedaggregate, otherwise have a Material Adverse Effect.

No Conflicts or Consents. A. 54 (a) The execution and delivery of the Loan AgreementDocuments, the Notes, the Mortgage, the other Loan Documents Recapitalization Agreement and each other document to be executed and delivered in connection with the Transactions, the consummation of each of the transactions herein or therein contemplated, the compliance with each of the terms and previsions provisions hereof or thereof, and the issuance, delivery and performance of the Notes, this Agreement, the Mortgage Notes and the IndentureExchange Notes, do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to any of the CompanyCompany and its Subsidiaries, its the Certificate or Articles of Incorporation or Bylaws bylaws of any of them or any order, judgment or decree of any court or other agency of government binding on any of them which, in any case other than a violation of the Certificate or Articles of Incorporation or bylaws of the Company, could reasonably be expected to result in a Material Adverse Effect or have a material adverse effect on the ability of the Company or its Subsidiaries to consummate the Transactions and to execute, deliver and perform its obligations under the Loan Documents and each other document and instrument to be delivered in connection with the Transactions executed or to be executed by it, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of any of the Company and its Subsidiaries which could reasonably be expected to result in a Material Adverse EffectEffect or have a material adverse effect on the ability of the Company or its Subsidiaries to consummate the Transactions and to execute, deliver and perform its obligations under the Loan Documents and each other document and instrument to be delivered in connection with the Transactions executed or to be executed by it, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of any of the Company and its Subsidiaries (other than any Liens created under permitted by this Agreement and the Other Loan Agreements), Agreement) or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of any of the Company and its Subsidiaries except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser Lenders or such approvals or consents the failure to obtain which could not reasonably be expected to singly or in the aggregate result in a Material Adverse EffectEffect or have a material adverse effect on the ability of the Company or its Subsidiaries to consummate the Transactions and to execute, deliver and perform its obligations under the Loan Documents and each other document and instrument to be delivered in connection with the Transactions executed or to be executed by it. B. (b) No consent, approval, authorization or order of any Tribunal or other Person is required in connection with the execution and delivery by the Company or any of this Agreement, its Subsidiaries of the Loan Documents or any other document or instrument to be delivered in connection with the Transactions or the consummation of the transactions contemplated hereby or thereby, other than any such consent, approval, authorization or order which has been obtained and remains in full force and effect or which has been waived in writing by the Lender Agent on behalf of the Lenders or the failure of which to obtain would not, singly or in the aggregatedaggregate, have a Material Adverse EffectEffect or a material adverse effect on the ability of the Company or its Subsidiaries to consummate the Transactions and to execute, deliver and perform its respective obligations under the Loan Documents and each other document or instrument to be delivered in connection with the Transactions executed or to be executed by it.

No Conflicts or Consents. A. (a) The execution and delivery of the Senior Loan AgreementDocuments, the Notes, the Mortgage, the other Loan Documents Agreement and each other document to be executed and delivered in connection with the Transactions, the consummation of each of the transactions herein or therein contemplated, the compliance with each of the terms and previsions provisions hereof or thereof, and the issuance, delivery and performance of the Notes, this Agreement, the Mortgage and the Indenture, each Note do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to the CompanyBorrower or any Subsidiary, its the Certificate or Articles of Incorporation or Bylaws bylaws of either of them or any order, judgment or decree of any court or other agency of government binding on itany of them, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a 51 -45- default under any Contractual Obligation of the Company which Borrower or any Subsidiary that could reasonably be expected to result in a Material Adverse EffectEffect or have a material adverse effect on the ability of the Borrower or any Subsidiary to consummate the Transactions and to execute, deliver and perform their obligations under the Senior Loan Documents and each other document and instrument to be delivered in connection with the Transactions executed or to be executed by it or (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Company (other than any Liens created under this Agreement and the Other Loan Agreements), (iv) require any approval of stockholders Borrower or any approval or consent of any Person under any Contractual Obligation of the Company except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser or such approvals or consents the failure to obtain which could not reasonably be expected to singly or in the aggregate result in a Material Adverse EffectSubsidiary. B. (b) No consent, approval, authorization or order of any Tribunal or other Person is required in connection with the execution and delivery by the Company Borrower or any Subsidiary of this Agreement, the Senior Loan Documents or any other document or instrument to be delivered in connection with the Transactions or the consummation of the transactions contemplated hereby or thereby, other than any such consent, approval, authorization or order which that has been obtained and remains in full force and effect or which that has been waived in writing by the Lender Agent on behalf of the Lenders or the failure of which to obtain would not, singly or in the aggregatedaggregate, have a Material Adverse EffectEffect or a material adverse effect on the ability of the Borrower or any Subsidiary to consummate the Transactions and to execute, deliver and perform its respective obligations under the Senior Loan Documents and each other document or instrument to be delivered in connection with the Transactions executed or to be executed by it.

No Conflicts or Consents. A. (a) The execution and delivery of the Loan Agreement, the Notes, the Mortgage, the other Loan Documents and each other document to be executed and delivered in connection with the TransactionsLoan Documents, the consummation of each of the transactions herein or therein contemplated, the compliance with each of the terms and previsions hereof or thereofprovisions hereof, and the issuance, delivery and performance of the Notes, this Agreement, Notes by the Mortgage and the Indenture, Company do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to any of the CompanyParent and its Subsidiaries, its Certificate the Governing Documents of Incorporation or Bylaws any of them or any order, judgment or decree of any court or other agency of government binding on itany of them, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of any of the Company Parent and its Subsidiaries which could reasonably be expected to result in a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of any of the Company Parent and its Subsidiaries (other than any Liens created under this Agreement and the Other Loan Agreementshereunder), (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of any of the Company Parent or its Subsidiaries except for such approvals or consents which will be obtained on or before the Closing applicable Draw Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser Lenders or such approvals or consents the failure to obtain which could not reasonably be expected to singly or in the aggregate result in a Material Adverse Effect. B. (b) No consent, approval, authorization or order of any Tribunal or other Person is required in connection with the execution and delivery by the Company Parent or any of this Agreement, its Subsidiaries of the Loan Documents or any other document or instrument to be delivered in connection with the Transactions Loan Documents or the consummation of the transactions contemplated hereby or therebyhereby, other than any such consent, approval, authorization or order which has been obtained and remains in full force and effect or which has been waived in writing by the Lender Lenders or the failure of which to obtain which would not, singly or in the aggregatedaggregate, have a Material Adverse Effect.

No Conflicts or Consents. A. (a) The execution and delivery of the Loan AgreementDocuments to be executed and delivered on or before the Closing Date, the Notes, the Mortgage, the other Loan Documents and each other document to be executed and delivered on or before the Closing Date in connection with the Transactions, the consummation of each of the transactions herein or therein contemplated, the compliance with each of the terms and previsions provisions hereof or thereof, and the issuance, delivery and performance of the Notes, this Agreement, the Mortgage and the Indenture, Notes do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to any of the CompanyParent Guarantor, its the Borrower and any Subsidiaries of the Parent Guarantor, the Certificate or Articles of Incorporation Incorporation, Bylaws or Bylaws any other organizational document of any of them or any order, judgment or decree of any court or other agency of government binding on itany of them, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of any of the Company Parent Guarantor, the Borrower and any Subsidiaries of the Parent Guarantor which could reasonably be expected to result in a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of any of the Company Parent Guarantor, the Borrower and any Subsidiaries of the Parent Guarantor (other than any Liens created under this Agreement and the Other Loan AgreementsDocuments), or (iv) require any approval of stockholders equity holders or any approval or consent of any Person under any Contractual Obligation of any of the Company Parent Guarantor, the Borrower and 54 47 any Subsidiaries of the Parent Guarantor except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser Lenders or such approvals or consents the failure to obtain which could not reasonably be expected to singly or in the aggregate result in a Material Adverse Effect. B. (b) No consent, approval, authorization or order of any Tribunal or other Person is required in connection with the execution and delivery by the Company Parent Guarantor, the Borrower or any Subsidiaries of this Agreement, the Parent Guarantor of the Loan Documents or any other document or instrument to be delivered on or before the Closing Date in connection with the Transactions or the consummation of the transactions contemplated hereby or thereby, other than any such consent, approval, authorization or order which has been obtained and remains in full force and effect or which has been waived in writing by the Lender Required Lenders or the failure of which to obtain would not, singly or in the aggregatedaggregate, have a Material Adverse Effect. (c) Based on the assumption that each of the Lenders is a "qualified institutional buyer" as defined in Regulation 144A under the Securities Act of 1933, as amended, and a letter from CIBC/WG as to the manner of such offering, the offering, issuance, sale and delivery of the Bridge Notes by the Borrower to the Lenders at the closing pursuant to this Agreement are exempt from the registration requirements of the federal Securities Act of 1933, as now in effect.

No Conflicts or Consents. A. (i) The execution and delivery of the Loan Agreement, the Notes, the Mortgage, the other Loan Documents and each other document to be executed and delivered in connection with the Transactions, the consummation of each of the transactions herein or therein contemplated, the compliance with each of the terms and previsions provisions hereof or thereof, and the issuance, delivery and performance of the Notes, this Agreement, the Mortgage Notes and the IndentureExchange Notes, do not and will not (ia) violate any provision of any law or any governmental rule or regulation applicable to any of Holdings, the CompanyCompany and its Subsidiaries, its Certificate the certificate or articles of Incorporation incorporation or Bylaws bylaws or other organizational documents or regulations of any of them or any order, judgment or decree of any court or other agency of government binding on itany of them which, in the case of any violation of any provision of any law or any governmental rule or regulation, could reasonably be expected to, singly or in the aggregate, result in a Material Adverse Effect, (iib) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of any of Holdings, the Company and its Subsidiaries which could reasonably be expected to result in a Material Adverse Effect, (iiic) result in or require the creation or imposition of any Lien (other than pursuant to the Security Documents) upon any of the properties or assets of any of the Company and its Subsidiaries (other than as permitted by any Liens created under this Agreement and the Other Loan AgreementsSecurity Document), or (ivd) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of any of Holdings, the Company and its Subsidiaries, except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser Lenders or such approvals or consents the failure to obtain which could not reasonably be expected to to, singly or in the aggregate aggregate, result in a Material Adverse Effect. B. (ii) No consent, approval, authorization or order of any Tribunal or other Person is required in connection with the execution and delivery by the Company or any of this Agreement, its Subsidiaries of the Loan Documents or any other document or instrument to be delivered in connection with the Transactions or the consummation of the transactions contemplated hereby or thereby, other than any such consent, approval, authorization or order which has been obtained and remains in full force and effect or which has been waived in writing by the Lender Agents on behalf of the Lenders or the failure of which to obtain which would not, singly or in the aggregatedaggregate, have a Material Adverse EffectEffect and except for such filings, qualifications and consents as may be required under the Securities Act and state securities or "blue sky" laws.

No Conflicts or Consents. A. The execution and delivery by the ------------------------ various Restricted Persons of the Loan AgreementDocuments and Xxxxxx Acquisition Documents to which each is a party, the Notes, the Mortgage, the other performance by each of its obligations under such Loan Documents and each other document to be executed Xxxxxx Acquisition Documents, and delivered in connection with the Transactions, the consummation of each of the transactions herein or therein contemplated, contemplated by the compliance with each of the terms various Loan Documents and previsions hereof or thereof, and the issuance, delivery and performance of the Notes, this Agreement, the Mortgage and the Indenturevarious Xxxxxx Acquisition Documents, do not and will not (i) violate conflict with any provision of (1) any law Law, (2) the organizational documents of any Restricted Person or any governmental rule of its Affiliates, or regulation (3) any agreement, judgment, license, order or permit applicable to the Company, its Certificate of Incorporation or Bylaws binding upon any Restricted Person or any orderof its Affiliates, judgment or decree (ii result in the acceleration of any court Indebtedness owed by any Restricted Person or other agency any of government binding on itits Affiliates, or (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Company which could reasonably be expected to result in a Material Adverse Effect, (iii) ii result in or require the creation or imposition of any Lien upon any assets or properties of the properties or assets of the Company (other than any Liens created under this Agreement and the Other Loan Agreements), (iv) require any approval of stockholders Restricted Person or any approval of its Affiliates except as expressly contemplated in the Loan Documents. Except as expressly contemplated in the Loan Documents or consent of any Person under any Contractual Obligation of the Company except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenderthe Disclosure Schedule, the Trustee and the Initial Purchaser or such approvals or consents the failure to obtain which could not reasonably be expected to singly or in the aggregate result in a Material Adverse Effect. B. No no permit, consent, approval, authorization or order of of, and no notice to or filing, registration or qualification with, any Tribunal or other Person third party is required (i) in connection with the execution and execution, delivery or performance by any Restricted Person of any Loan Document or the Company of this AgreementXxxxxx Acquisition Documents, or (ii) to consummate any transactions contemplated by the Loan Documents or any other document or instrument and the Xxxxxx Acquisition Documents (except, in each case with respect to the Xxxxxx Acquisition Documents, as may be delivered in connection with waived by the Transactions parties thereto or the consummation of the transactions contemplated hereby party thereunder to whom such obligation is owed or therebywho has imposed such obligation), other than any such consentconsents, approvalapprovals, authorization authorizations or order which has orders that have been obtained or notices given or filings made prior to the date hereof and remains in full force and effect other than various notices or which has been waived in writing by filings required to be given or made following the Lender or effectiveness of the failure of which to obtain would not, singly or in the aggregated, have a Material Adverse EffectXxxxxx Acquisition Documents.

No Conflicts or Consents. A. (a) The execution and delivery of the Loan Agreement, the Notes, the Mortgage, the other Loan Documents and each other document to be executed and delivered in connection with the Transactionstherewith, the consummation of each of the transactions herein or therein contemplatedTransactions, the compliance with each of the terms and previsions provisions hereof or thereof, and the issuance, delivery and performance of the Notes, this Agreement, the Mortgage Notes and the IndentureExchange Notes, do not and will not (i1) violate any provision of any law or any governmental rule or regulation Law applicable to any of the CompanyCompany and its Subsidiaries, its (2) contravene the Certificate or Articles of Incorporation or Bylaws or other organizational documents of the Company or any order, judgment of its Subsidiaries or decree of any court or other agency of government binding on it, (ii3) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the provisions of any indenture, instrument or material agreement to which Company or such Subsidiary is a party or is subject, or by which it, or its property, is bound which could reasonably be expected to result in a Material Adverse Effect, or (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Company (other than any Liens created under this Agreement and the Other Loan Agreements), (iv4) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of any of the Company and its Subsidiaries except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser Lenders or such approvals or consents the failure to obtain which could not reasonably be expected to singly or in the aggregate result in a Material Adverse Effect. B. (b) No consent, approval, authorization or order of any Tribunal or other Person is required in connection with the execution and delivery by the Company or any of this Agreementits Subsidiaries of the Loan Documents, the Loan Documents Bank Facility or any other document or instrument to be delivered in connection with the Transactions therewith or the consummation of the transactions contemplated hereby or thereby, other than any such consent, approval, authorization or order which has been obtained and remains in full force and effect or which has been waived in writing by the Lender Agent on behalf of the Lenders or the failure of which to obtain would not, singly or in the aggregatedaggregate, have a Material Adverse Effect.

No Conflicts or Consents. A. The execution and delivery by each of the Restricted Persons of the Loan AgreementDocuments to which each is a party, the Notes, the Mortgage, the other Loan Documents and each other document to be executed and delivered in connection with the Transactions, the consummation of performance by each of the transactions herein or therein contemplatedRestricted Persons of its obligations under such Loan Documents, including the compliance with each borrowings hereunder and the use of the terms and previsions hereof or proceeds thereof, and the issuance, delivery and performance consummation of the Notes, this Agreement, transactions contemplated by the Mortgage and the Indenture, Loan Documents do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to the Company, its Certificate of Incorporation or Bylaws or any order, judgment or decree of any court or other agency of government binding on it, (iia) conflict with, violate, or result in a breach of any provision of (i) in any material respect, any applicable Governmental Requirement, (ii) the Organizational Documents of any Restricted Person, or constitute (with due notice or lapse of time or bothiii) a default under any Contractual Obligation of the Company which except as could not reasonably be expected expected, individually or in the aggregate, to result in a Material Adverse EffectChange, any material agreement, mortgage, indenture, instrument, document, contract, judgment, license, order, permit, or other obligation applicable to or binding upon any Restricted Person or affecting any of the Collateral, (iiib) result in the acceleration of any Material Indebtedness owed by any Restricted Person, or (c) result in or require the creation or imposition of any Lien upon any assets, properties, or revenues of any Restricted Person, except as expressly contemplated or permitted in the properties Loan Documents. Except (i) as expressly contemplated in the Loan Documents and (ii) such as have been obtained or assets of the Company (made and are in full force and effect, no permit, consent, approval, authorization, or order of, and no notice to or filing with, or other than act by or in respect of, any Liens created under this Agreement and the Other Loan Agreements), (iv) require any approval of stockholders Governmental Authority or any approval other Person is required on the part of or consent in respect of a Restricted Person in connection with the borrowings hereunder or the execution, delivery, or performance by any Restricted Person of any Person under Loan Document or to consummate any Contractual Obligation of transactions contemplated by the Company Loan Documents, except for such those third party approvals or consents which will be obtained on which, if not made or before the Closing Date and disclosed in writing to Lenderobtained, the Trustee and the Initial Purchaser or such approvals or consents the failure to obtain which would not cause a Default hereunder, could not reasonably be expected to singly or in the aggregate result in a Material Adverse Effect. B. No consent, approval, authorization or order of any Tribunal or other Person is required in connection with the execution and delivery by the Company of this Agreement, the Loan Documents or any other document or instrument to be delivered in connection with the Transactions or the consummation of the transactions contemplated hereby or thereby, other than any such consent, approval, authorization or order which has been obtained and remains in full force and effect or which has been waived in writing by the Lender or the failure of which to obtain would not, singly or in the aggregated, have a Material Adverse EffectChange or do not have an adverse effect on the enforceability of the Loan Documents.

No Conflicts or Consents. A. (a) The execution and delivery of this Agreement by Stockholder does not, and the Loan performance of this Agreement by Stockholder will not: (a) assuming the compliance of each of the Company, Parent and Purchaser, with all applicable Antitrust Laws, conflict with or violate any Law applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound; (b) if Stockholder is not an individual, violate, contravene or conflict with or result in any breach of any provision of the certificate of incorporation or bylaws (or other similar governing documents) of Stockholder; or (c) result in or constitute (with or without notice or lapse of time) any material breach of or material default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s Affiliates or properties is or may be bound or affected, except, in each case, for any conflict, violation, breach, default or right which would not adversely affect in any material respect the ability of Stockholder to perform its obligations hereunder. (b) The execution and delivery of this Agreement by Stockholder does not, and the performance of this Agreement by Stockholder will not, require any filing with or notification of, nor any permit, authorization, consent or approval of, any Person, other than under any applicable Antitrust Laws or where the failure to make such filings or obtain such permits, authorizations, consents or approvals would not, individually or in the aggregate, prevent or materially delay the performance by Stockholder of any of its obligations under this Agreement. Assuming the compliance of each of the Company, the NotesParent and Purchaser with all applicable Antitrust Laws, the Mortgageno consent or notification of, the other Loan Documents and each other document or registration, declaration or filing with, any Governmental Body is required to be executed and delivered obtained or made by or with respect to Stockholder in connection with the Transactions, the consummation of each of the transactions herein or therein contemplated, the compliance with each of the terms and previsions hereof or thereof, and the issuanceexecution, delivery and or performance of the Notes, this Agreement, the Mortgage and the Indenture, do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to the Company, its Certificate of Incorporation or Bylaws or any order, judgment or decree of any court or other agency of government binding on it, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Company which could reasonably be expected to result in a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Company (other than any Liens created under this Agreement and the Other Loan Agreements), (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of the Company except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser or such approvals or consents the failure to obtain which could not reasonably be expected to singly or in the aggregate result in a Material Adverse Effect. B. No consent, approval, authorization or order of any Tribunal or other Person is required in connection with the execution and delivery by the Company of this Agreement, the Loan Documents or any other document or instrument to be delivered in connection with the Transactions or the consummation of the transactions contemplated hereby or therebyhereby, other than any such consentreports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement, approval, authorization or order which has been obtained and remains in full force and effect or which has been waived in writing by the Lender or where the failure of which to obtain such consents or make such registrations, declarations or filings would not, singly or not adversely affect in any material respect the aggregated, have a Material Adverse Effectability of Stockholder to perform its obligations hereunder.

No Conflicts or Consents. A. The execution and delivery of the Loan Agreement, the Notes, the Mortgage, the other Senior Loan Documents and each other document to be executed and delivered in connection with the TransactionsTransactions and the Pending Acquisitions, the consummation of each of the transactions herein or therein contemplated, the compliance with each of the terms and previsions provisions hereof or thereof, and the issuance, delivery and performance of the Notes, this Agreement, the Mortgage each Note and the Indenture, issuance and delivery of the Warrants and the Warrant Shares do not and will not (i) violate any provision of any law Law or any governmental rule or regulation Governmental Requirement applicable to the CompanyBorrower or any Subsidiary, its Certificate the certificate of Incorporation incorporation or Bylaws bylaws of any of them or any order, judgment or decree of any court or other agency of government Governmental Authority binding on itany of them, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Company which could Borrower or any Subsidiary that could, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets Property of the Company (other than Borrower or any Liens created under this Agreement and the Other Loan Agreements), Subsidiary or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of the Company Borrower or any Subsidiary, except for such approvals or consents which that will be obtained on or before the Closing Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser Lenders or such approvals or consents the failure to obtain which could not not, singly or in the aggregate, reasonably be expected to singly or in the aggregate result in a Material Adverse Effect. B. No consent, approval, authorization or order of any Tribunal Governmental Authority or other Person is required in connection with the execution and delivery by the Company Borrower or any Subsidiary of this Agreement, the Senior Loan Documents or any other document or instrument to be delivered in connection with the Transactions or the Pending Acquisitons or the consummation of the transactions contemplated hereby or therebythereby or the issuance and delivery of the Warrants or the Warrant Shares, other than (i) any such consent, approval, authorization or order which that has been obtained and remains in full force and effect or which that has been waived in writing by the Lender Lenders or the failure of which to obtain which would not, singly or in the aggregatedaggregate, have a Material Adverse EffectEffect and (ii) with respect to the Registration Rights Agreement and the Registration Rights Agreement Amendment, the registration of the Warrant Shares covered thereby with the Commission or any filings pursuant to state securities law. The issuance, sale and delivery of the Warrants and the issuance of the Warrants Shares upon the proper exercise thereof will be in compliance with the Securities Act and with all applicable state securities laws, assuming that the Lenders are "qualified institutional buyers" or "accredited investors" within the meaning of the Securities Act and are acquiring the Warrants for their own account. C. Neither the Company nor any Person authorized or employed by the Company as agent, broker, dealer or otherwise has taken or will take any other action (including, without limitation, any offer, issuance or sale of any securities of the Company under circumstances which might require the integration of any securities with the issuance of the Warrants under the Securities Act), in any case so as to subject the offering, issuance or sale of the Warrants or the Warrant Shares to the registration provisions of the Securities Act.

No Conflicts or Consents. A. (a) The execution execution, delivery and delivery performance of the Loan AgreementDocuments, the NotesSenior Credit Facility, the Mortgage, the other Loan Documents Purchase Agreement and each other document and instrument to be executed and executed, delivered or performed by it in connection with the Transactions, the consummation of each of the transactions herein or therein contemplatedcontemplated and, the compliance with each of the terms and previsions provisions hereof or thereof, and the issuance, delivery and performance of the Notes, this Agreement, the Mortgage and the Indenture, do not and will not (i) violate any provision Law applicable to any of the Company and its Subsidiaries, the charter or bylaws of any law of them or any governmental rule or regulation applicable to the Companyjudgment, its Certificate of Incorporation or Bylaws or any order, judgment writ or decree of any court or other agency of government Tribunal binding on itany of them, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of any of the Company and its Subsidiaries which could reasonably be expected to result in a Material Adverse Effect, Effect (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of any of the Company and its Subsidiaries (other than any Liens created under this Agreement and the Other Loan Agreements), Senior Credit Facility) or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of any of the Company and its Subsidiaries except for such approvals or consents which will be have been obtained on or before the Closing Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser Agent or such approvals or consents the failure to obtain which could not reasonably be expected to singly or in the aggregate result in a Material Adverse Effect. B. (b) No consent, approval, authorization or order of any Tribunal or other Person is required in connection with the execution and delivery by the Company or any of this Agreementits Subsidiaries of the Loan Documents, the Loan Documents Senior Credit Facility, the Purchase Agreement or any other document or instrument to be delivered in connection with the Transactions or the consummation of the transactions contemplated hereby or thereby, other than any such consent, approval, authorization or order which has been obtained and remains in full force and effect or which has been waived in writing by the Lender Agent on behalf of the Lenders or the failure of which to obtain would not, singly or in the aggregatedaggregate, have a Material Adverse Effect.

No Conflicts or Consents. A. (a) The execution and delivery of this Agreement by each of Parent and Purchaser does not, and the Loan performance of their respective obligations under this Agreement will not: (i) conflict with or violate (A) any law, rule, regulation, order, decree or judgment applicable to Parent or Purchaser or by which such either of Parent’s or Purchaser’s properties is or may be bound or (B) the governing documents of either Parent or Purchaser; (ii) result in or constitute (with or without notice or lapse of time) any material breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of any Contract, order or other instrument binding on either of Parent or Purchaser or by which either of Parent or Purchaser or any of Parent’s or Purchaser’s properties is or may be bound or affected, other than, in the case of clause (ii), where any such conflict, violation, breach, default or right would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by either of Parent or Purchaser of any of its respective obligations under this Agreement. (b) The execution and delivery of this Agreement by Xxxxxx and Purchaser does not, and the Notesperformance of their respective obligations under this Agreement will not, require any filing with, nor any permit, authorization, consent or approval of, any Person, other than where the Mortgagefailure to make such filings or obtain such permits, authorizations, consents or approvals would not, individually or in the other Loan Documents and each other document aggregate, prevent or delay the performance by Parent or Purchaser of any of their respective obligations under this Agreement. No consent of, or registration, declaration or filing with, any Governmental Entity is required to be executed and delivered obtained or made by or with respect to Parent or Purchaser in connection with the Transactions, the consummation of each of the transactions herein or therein contemplated, the compliance with each of the terms and previsions hereof or thereof, and the issuanceexecution, delivery and or performance of the Notes, this Agreement, the Mortgage and the Indenture, do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to the Company, its Certificate of Incorporation or Bylaws or any order, judgment or decree of any court or other agency of government binding on it, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Company which could reasonably be expected to result in a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Company (other than any Liens created under this Agreement and the Other Loan Agreements), (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of the Company except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser or such approvals or consents the failure to obtain which could not reasonably be expected to singly or in the aggregate result in a Material Adverse Effect. B. No consent, approval, authorization or order of any Tribunal or other Person is required in connection with the execution and delivery by the Company of this Agreement, the Loan Documents or any other document or instrument to be delivered in connection with the Transactions or the consummation of the transactions contemplated hereby or therebyhereby, other than any such consent, approval, authorization reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement or order which has been obtained and remains in full force and effect or which has been waived in writing by the Lender or where the failure of which to obtain such consents or make such registrations, declarations or filings would not, singly individually or in the aggregatedaggregate, have a Material Adverse Effectprevent or materially delay the performance by Parent or Purchaser of any of their respective obligations under this Agreement.

No Conflicts or Consents. A. The execution and delivery of the Loan Agreement, the (a) change Notes, the Mortgage, the other Loan Documents and each other document to be executed and delivered in connection with the Transactions, the consummation of each of the transactions herein or therein contemplated, the compliance with each of the terms and previsions hereof or thereof, and the issuance, delivery and performance of the Notes, this Agreement, the Mortgage and the Indenture, do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to any of the CompanyCompany and its Subsidiaries, its the Certificate or Articles of Incorporation or Bylaws bylaws of any of them or any order, judgment or decree of any court or other agency of government binding on itany of them, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of any of the Company and its Subsidiaries which could reasonably be expected to result in a Material Adverse EffectEffect or have a material adverse effect on the ability of the Company or its Subsidiaries to consummate the Transactions and to execute, deliver and perform its obligations under the Loan Documents, the Senior Credit Facility and each other document and instrument to be delivered in connection with the Transactions executed or to be executed by it, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of any of the Company and its Subsidiaries (other than any Liens created under this Agreement and the Other Loan Agreements), Senior Credit Facility) or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of any of the Company and its Guarantors except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser Lenders or such approvals or consents the failure to obtain which could not reasonably be expected to singly or in the aggregate result in a Material Adverse EffectEffect or have a material adverse effect on the ability of the Company or its Subsidiaries to consummate the Transactions and to execute, deliver and perform its obligations under the Loan Documents, the Senior Credit Facility and each other document and instrument to be delivered in connection with the Transactions executed or to be executed by it. B. (b) No consent, approval, authorization or order of any Tribunal or other Person is required in connection with the execution and delivery by the Company or any of this Agreementits Subsidiaries of the Loan Documents, the Loan Documents Senior Credit Facility or any other document or instrument to be delivered in connection with the Transactions or the consummation of the transactions contemplated hereby or thereby, other than any such consent, approval, authorization or order which has been obtained and remains in full force and effect or which has been waived in writing by the Lender Agent on behalf of the Lenders or the failure of which to obtain would not, singly or in the aggregatedaggregate, have a Material Adverse EffectEffect or a material adverse effect on the ability of the Company or its Subsidiaries to consummate the Transactions and to execute, deliver and perform its respective obligations under the Loan Documents, the Senior Credit Facil- ity and each other document or instrument to be delivered in connection with the Transactions executed or to be executed by it.

No Conflicts or Consents. A. (1) Except as provided for ------------------------ in Article I and as required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended and the rules and regulations thereunder (the "HSR --- Act"), the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the "Exchange Act"), and the Securities Act of 1933, as ------------ amended and the rules and regulations thereunder (the "Securities Act"), and -------------- state securities or "blue sky" Laws, no notices, reports or other filings are required to be made by the Delaware Company or any Delaware Company Subsidiary with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Delaware Company from, any domestic governmental or regulatory authority, agency, commission, court or other entity ("Governmental Entity"), in connection with ------------------- the execution and delivery of this Agreement by the Delaware Company and the consummation by the Delaware Company of the transactions contemplated hereby, the failure to make or obtain any or all of which would have a material adverse effect on the Delaware Company, or would prevent, materially delay or materially burden the transactions contemplated in this Agreement. (2) The execution and delivery of this Agreement by the Loan Agreement, the Notes, the Mortgage, the other Loan Documents and each other document to be executed and delivered in connection with the Transactions, the consummation of each of the transactions herein or therein contemplated, the compliance with each of the terms and previsions hereof or thereofDelaware Company does not, and the issuance, delivery and performance of the Notes, this Agreement, the Mortgage and the Indenture, do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to the Company, its Certificate of Incorporation or Bylaws or any order, judgment or decree of any court or other agency of government binding on it, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Company which could reasonably be expected to result in a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Company (other than any Liens created under this Agreement and the Other Loan Agreements), (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of the Company except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser or such approvals or consents the failure to obtain which could not reasonably be expected to singly or in the aggregate result in a Material Adverse Effect. B. No consent, approval, authorization or order of any Tribunal or other Person is required in connection with the execution and delivery consummation by the Delaware Company of this Agreement, the Loan Documents or any other document or instrument to be delivered in connection with the Transactions or the consummation of the transactions contemplated hereby will not, constitute or therebyresult in (i) a breach or violation of, other than any such consentor a default under, approval, authorization the certificate of incorporation or order which has been obtained and remains in full force and effect or which has been waived in writing by bylaws of the Lender Delaware Company or the failure comparable governing instruments of any material Delaware Company Subsidiary, (ii) except with respect to the Investor Rights Agreement and as set forth on Schedule 3.7 of the Delaware Company Disclosure Schedule, a breach or violation of, a default under, the acceleration of or the creation of any Lien on assets (with or without the giving of notice or the lapse of time) pursuant to, any provision of any agreement, lease, contract, note, mortgage, indenture, arrangement or other obligation not otherwise terminable on 90 days' or less notice ("Contracts") of the Delaware Company or --------- any of its Subsidiaries (the "Delaware Company Contracts") or any change in the -------------------------- rights or obligations of any party under any of the Delaware Company Contracts, or (iii) a violation of any domestic law, rule, ordinance or regulation ("Law") --- or judgment, decree, order, award or governmental or non-governmental permit or license to which to obtain would notthe Delaware Company or any of its Subsidiaries is subject, singly except in the case of clauses (ii) and (iii) above for such breaches, violations, defaults, accelerations, Liens or changes that, alone or in the aggregatedaggregate, would not have a Material Adverse Effectmaterial adverse effect on the Delaware Company, or would not prevent, materially delay or materially burden the transactions contemplated by this Agreement.

No Conflicts or Consents. A. (a) The execution and delivery of the Loan AgreementDocuments, the Notes, the Mortgage, the other Loan Documents Acquisition Agreement and each other document to be executed and delivered in connection with the Transactions, the consummation of each of the transactions herein or therein contemplated, the compliance with each of the terms and previsions provisions hereof or thereof, and the issuance, delivery and performance of the Notes, this Agreement, the Mortgage Senior Credit Facility and the IndentureExchange Notes, do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to any of the CompanyCompany and its Subsidiaries, its the Certificate or Articles of Incorporation or Bylaws bylaws of any of them or any order, judgment or decree of any court or other agency of government binding on itany of them, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of any of the Company and its Subsidiaries which could 41 reasonably be expected to result in a Material Adverse EffectEffect or have a material adverse effect on the ability of the Company or its Subsidiaries to consummate the Transactions and to execute, deliver and perform its obligations under the Loan Documents, the Senior Credit Facility and each other document and instrument to be delivered in connection with the Transactions executed or to be executed by it, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of any of the Company and its Subsidiaries (other than any Liens created under this Agreement and the Other Loan Agreements), Senior Credit Facility) or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of any of the Company and its Subsidiaries except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lender, the Trustee and the Initial Purchaser Lenders or such approvals or consents the failure to obtain which could not reasonably be expected to singly or in the aggregate result in a Material Adverse EffectEffect or have a material adverse effect on the ability of the Company or its Subsidiaries to consummate the Transactions and to execute, deliver and perform its obligations under the Loan Documents, the Senior Credit Facility and each other document and instrument to be delivered in connection with the Transactions executed or to be executed by it. B. (b) No consent, approval, authorization or order of any Tribunal or other Person is required in connection with the execution and delivery by the Company or any of this Agreementits Subsidiaries of the Loan Documents, the Loan Documents Senior Credit Facility or any other document or instrument to be delivered in connection with the Transactions or the consummation of the transactions contemplated hereby or thereby, other than any such consent, approval, authorization or order which has been obtained and remains in full force and effect or which has been waived in writing by the Lender Agent on behalf of the Lenders or the failure of which to obtain would not, singly or in the aggregatedaggregate, have a Material Adverse EffectEffect or a material adverse effect on the ability of the Company or its Subsidiaries to consummate the Transactions and to execute, deliver and perform its respective obligations under the Loan Documents, the Senior Credit Facility and each other document or instrument to be delivered in connection with the Transactions executed or to be executed by it.