Common use of No Violation; No Legal Constraints; Consents, Authorizations and Filings, etc Clause in Contracts

No Violation; No Legal Constraints; Consents, Authorizations and Filings, etc. (a) The consummation by the Company and its Subsidiaries of the Transactions shall not contravene, violate or conflict with any Applicable Law, except for violations which, individually or in the aggregate, do not, and would not reasonably be expected to, have a Material Adverse Effect. (b) All consents, authorizations and filings, if any, required in connection with the execution, delivery and performance by each of the Company and its Subsidiaries, of the Transaction Documents to which it is a party shall have been obtained or made and shall be in full force and effect, except for such consents, authorizations and filings the failure of which to obtain or make, individually or in the aggregate, do not, and would not reasonably be expected to, have a Material Adverse Effect. (c) There shall be no inquiry, injunction, restraining order, action, suit or proceeding pending or entered or any statute or rule proposed, enacted or promulgated by any Governmental Authority or any other Person which, in the opinion of the Purchasers, (i) individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect or which seeks to enjoin or seek damages against the Company or its Subsidiaries or any of the Purchasers as a result of the Transactions or the issuance of the Notes, (ii) relates to any Transactions and has or will have a material adverse effect on any Purchaser, (iii) alleges liability on the part of any Purchaser in connection with this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby or (iv) would bar the issuance of the Notes or the use of the proceeds thereof in accordance with the terms of this Agreement.

No Violation; No Legal Constraints; Consents, Authorizations and Filings, etc. (a) The consummation by the Company Issuers and its their respective Subsidiaries of the Transactions shall not contravene, violate or conflict with any Applicable Law, except for violations which, individually or in the aggregate, do not, not and would not reasonably be expected to, have a Material Adverse Effect. (b) All Except as set forth on Schedule 4.21, all consents, authorizations and filings, if any, required in connection with the execution, delivery and performance by each of the Company Issuers and its Subsidiaries, their respective Subsidiaries of the Transaction Documents to which it is a party shall have been obtained or made and shall be in full force and effect, except for such consents, authorizations and filings the failure of which to obtain or makemake which, individually or in the aggregate, do not, does not and would not reasonably be expected to, have a Material Adverse Effect. (c) There shall be no inquiry, injunction, restraining order, action, suit or proceeding pending or entered or any statute or rule proposed, enacted or promulgated by any Governmental Authority or any other Person which, in the opinion of the Purchasers, (i) individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect or which seeks to enjoin or seek damages against the Company or any of its Subsidiaries or any of the Purchasers Purchaser as a result of the Transactions or Transactions, including the issuance of the NotesSecurities, or (ii) relates to any of the Transactions and has or will have a material adverse effect on any Purchaser, Purchaser or (iii) alleges liability on the part of any Purchaser in connection with this Agreement, any other Transaction Documents or the Transactions or any of the other transactions contemplated hereby or thereby or (iv) would bar the issuance of the Notes Securities or the use of the proceeds thereof in accordance with the terms of this AgreementAgreement and the other Transaction Documents.

No Violation; No Legal Constraints; Consents, Authorizations and Filings, etc. (a) The consummation by the Company Issuers and its their respective Subsidiaries of the Transactions shall not contravene, violate or conflict with any Applicable Law, except for violations which, individually or in the aggregate, do not, not and would not reasonably be expected to, have a Material Adverse Effect. (b) All consents, authorizations and filings, if any, required in connection with the execution, delivery and performance by each of the Company Issuers and its Subsidiaries, their respective Subsidiaries of the Transaction Basic Documents (other than those that are not required to be delivered by the Closing Time pursuant to the Post-Closing Letter) to which it is a party shall have been obtained or made and shall be in full force and effect, except for such consents, authorizations and filings the failure of which to obtain or make, individually or in the aggregate, do not, does not and would not reasonably be expected to, have a Material Adverse Effect. (c) There shall be no inquiry, injunction, restraining order, action, suit or proceeding pending or entered or any statute or rule proposed, enacted or promulgated by any Governmental Authority or any other Person which, in the opinion of the Purchasers, (i) individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect or which seeks to enjoin or seek damages against the Company any Issuer or any of its Subsidiaries or any of the Purchasers as a result of the Transactions or Transactions, including the issuance of the Notes, or (ii) relates to any of the Transactions and has or will have a material adverse effect on any Purchaser, Purchaser or (iii) alleges liability on the part of any Purchaser in connection with this Agreement, any other Transaction Basic Documents or the Transactions or any of the other transactions contemplated hereby or thereby or (iv) would bar the issuance of the Notes Purchased Securities or the use of the proceeds thereof in accordance with the terms of this AgreementAgreement and the other Basic Documents.

No Violation; No Legal Constraints; Consents, Authorizations and Filings, etc. (a) The consummation by the Company and its Subsidiaries of the Transactions shall not contravene, violate or conflict with any Applicable Law, except for violations which, individually or in the aggregate, do not, not and would not reasonably be expected to, have a Material Adverse Effect. (b) All consents, authorizations and filings, if any, required in connection with the execution, delivery and performance by each of the Company and its Subsidiaries, Subsidiaries of the Transaction Documents to which it is a party shall have been obtained or made and shall be in full force and effect, except for such consents, authorizations and filings the failure of which to obtain or make, individually or in the aggregate, do not, not and would not reasonably be expected to, have a Material Adverse Effect. (c) There shall be no inquiry, injunction, restraining order, action, suit or proceeding pending or entered or any statute or rule proposed, enacted or promulgated by any Governmental Authority or any other Person which, in the opinion of the Purchasers, (i) individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect or which seeks to enjoin or seek damages against the Company or any of its Subsidiaries or any of the Purchasers as a result of the Transactions or Transactions, including the issuance of the NotesSecurities, or (ii) relates to any of the Transactions and has or will have a material adverse effect on any Purchaser, Purchaser or (iii) alleges liability on the part of any Purchaser in connection with this Agreement, any other Transaction Documents or the Trans actions or any of the other transactions contemplated hereby or thereby or (iv) would bar the issuance of the Notes Securities or the use of the proceeds thereof in accordance with the terms of this AgreementAgreement and the other Transaction Documents.

No Violation; No Legal Constraints; Consents, Authorizations and Filings, etc. (a) The consummation by the Company and its Subsidiaries of the Transactions shall not contravene, violate or conflict with any Applicable Law, except for violations which, individually or in the aggregate, do not, not and would not reasonably be expected to, to have a Company Material Adverse Effect or an RHH Material Adverse Effect. (b) All waivers, consents, authorizations and filings, if any, required to be made or obtained at or prior to the Closing Time in connection with the execution, delivery and performance by each of the Company (and its Subsidiaries, each other party thereto (other than such Purchaser)) of the Transaction Documents to which it is a party shall have been obtained or made and shall be in full force and effect, except for such consents, authorizations and filings the failure of which to obtain or makemake which, individually or in the aggregate, do not, does not and would not reasonably be expected to, to have a Company Material Adverse Effect or an RHH Material Adverse Effect. Without limiting the foregoing, the Company and the Purchasers shall have received: (i) the RHH Consent and Agreement duly executed and delivered by each party thereto (other than, in the case of any Purchaser, such Purchaser, if applicable); (ii) the RHH Shareholders’ Amendment duly executed and delivered by each party thereto (other than, in the case of any Purchaser, such Purchaser, if applicable); (iii) the Bridge Note Consent and Agreement duly executed and delivered by each party thereto (other than, in the case of any Purchaser, such Purchaser, if applicable); (iv) the Preferred Holder Consent duly executed and delivered by each party thereto (other than, in the case of any Purchaser, such Purchaser, if applicable); and (v) the Senior Lender Consent duly executed and delivered by each party thereto (other than, in the case of any Purchaser, such Purchaser, if applicable). (c) There shall be no inquiry, injunction, restraining order, action, suit or proceeding pending or entered or any statute or rule proposed, enacted or promulgated by any Governmental Authority or any other Person which, in the reasonable opinion of the Purchaserssuch Purchaser, (i) individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect or an RHH Material Adverse Effect or, except as disclosed in Schedule 4.10, which seeks to enjoin or seek damages against the Company or any of its Subsidiaries, or RHH or any of its Subsidiaries or any of the Purchasers as a result of the Transactions or Transactions, including the issuance of the NotesNew Equity Securities, (ii) relates to any of the Transactions and has or will have a material adverse effect on any Purchaser, (iii) alleges liability on the part of any Purchaser in connection with this Agreement, any other Transaction Documents or the Transactions or any of the other transactions contemplated hereby or thereby or (iv) would bar the issuance of the Notes New Equity Securities, the transfer of the Assets or the use of the proceeds thereof in accordance with the terms of this AgreementAgreement and the other Transaction Documents.

No Violation; No Legal Constraints; Consents, Authorizations and Filings, etc. (a) The consummation by the Company and its Subsidiaries of the Transactions shall not contravene, violate or conflict with any Applicable Law, except for violations which, individually or in the aggregate, do not, not and would not reasonably be expected to, have a Material Adverse Effect. (b) All consents, authorizations and filings, if any, required in connection with the execution, delivery and performance by each of the Company and its Subsidiaries, of the Transaction Documents to which it is a party shall have been obtained or made and shall be in full force and effect, except for such consents, authorizations and filings the failure of which to obtain or make, individually or in the aggregate, do not, not and would not reasonably be expected to, have a Material Adverse Effect. (c) There shall be no inquiry, injunction, restraining order, action, suit or proceeding pending or entered or any statute or rule proposed, enacted or promulgated by any Governmental Authority or any other Person which, in the opinion of the PurchasersLender, (i) individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect or which seeks to enjoin or seek damages against the Company or its Subsidiaries or any of the Purchasers Lender as a result of the Transactions or Transactions, including the issuance of the NotesNote, or (ii) relates to any of the Transactions and has or will have a material adverse effect Material Adverse Effect on any Purchaser, the Lender or (iii) alleges liability on the part of any Purchaser the Lender in connection with this Agreement, any other Transaction Documents or the Transactions or any of the other transactions contemplated hereby or thereby or (iv) would bar the issuance of the Notes or the use of the proceeds thereof in accordance with the terms of this AgreementAgreement and the other Transaction Documents.

No Violation; No Legal Constraints; Consents, Authorizations and Filings, etc. (a) The consummation by the Company and its Subsidiaries of the Transactions shall not contravene, violate or conflict with any Applicable Law, except for violations which, individually or in the aggregate, do not, and would not reasonably be expected to, have a Material Adverse Effect. (b) All consents, authorizations and filings, if any, required in connection with the execution, delivery and performance by each of the Company and its Subsidiaries, of the Transaction Documents to which it is a party shall have been obtained or made and shall be in full force and effect, except for such consents, authorizations and filings the failure of which to obtain or make, individually or in the aggregate, do not, and would not reasonably be expected to, have a Material Adverse Effect. (c) There shall be no inquiry, injunction, restraining order, action, suit or proceeding pending or entered or any statute or rule proposed, enacted or promulgated by any Governmental Authority or any other Person which, in the reasonable opinion of the Purchasers, (i) individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect or which seeks to enjoin or seek damages against the Company or any of its Subsidiaries or any of the Purchasers as a result of the Transactions or Transactions, including the issuance of the Notes, (ii) relates to any of the Transactions and has or will have a material adverse effect on any Purchaser, (iii) alleges liability on the part of any Purchaser in connection with this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby or (iv) would bar the issuance of the Notes Securities or the use of the proceeds thereof in accordance with the terms of this Agreement.

No Violation; No Legal Constraints; Consents, Authorizations and Filings, etc. (a) The consummation by the Company Issuers and its their respective Subsidiaries of the Transactions shall not contravene, violate or conflict with any Applicable Law, except for violations which, individually or in the aggregate, do not, not and would not reasonably be expected to, have a Material Adverse Effect. (b) All consents, authorizations and filings, if any, required in connection with the execution, delivery and performance by each of the Company Issuers and its Subsidiaries, their respective Subsidiaries of the Transaction Documents (other than those that are not required to be delivered by the Closing Time pursuant to Section 7.17) to which it is a party shall have been obtained or made and shall be in full force and effect, except for such consents, authorizations and filings the failure of which to obtain or make, individually or in the aggregate, do not, does not and would not reasonably be expected to, have a Material Adverse Effect. (c) There shall be no inquiry, injunction, restraining order, action, suit or proceeding pending or entered or any statute or rule proposed, enacted or promulgated by any Governmental Authority or any other Person which, in the opinion of the Purchasers, (i) individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect or which seeks to enjoin or seek damages against the Company any Issuer or any of its Subsidiaries or any of the Purchasers as a result of the Transactions or Transactions, including the issuance of the Notes, or (ii) relates to any of the Transactions and has or will have a material adverse effect on any Purchaser, Purchaser or (iii) alleges liability on the part of any Purchaser in connection with this Agreement, any other Transaction Documents or the Transactions or any of the other transactions contemplated hereby or thereby or (iv) would bar the issuance of the Notes Purchased Securities or the use of the proceeds thereof in accordance with the terms of this AgreementAgreement and the other Transaction Documents.

No Violation; No Legal Constraints; Consents, Authorizations and Filings, etc. (a) The consummation by the Company Issuers and its their respective Subsidiaries of the Transactions shall not contravene, violate or conflict with any Applicable Law, except for violations which, individually or in the aggregate, do not, not and would not reasonably be expected to, have a Material Adverse Effect. (b) All consents, authorizations and filings, if any, required in connection with the execution, delivery and performance by each of the Company Issuers and its Subsidiaries, their respective Subsidiaries of the Transaction Documents to which it is a party shall have been obtained or made and shall be in full force and effect, except for such consents, authorizations and filings the failure of which to obtain or make, individually or in the aggregate, do not, not and would not reasonably be expected to, have a Material Adverse Effect. (c) There shall be no inquiry, injunction, restraining order, action, suit or proceeding pending or entered or any statute or rule proposed, enacted or promulgated by any Governmental Authority or any other Person which, in the opinion of the Purchasers, (i) individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect or which seeks to enjoin or seek damages against the Company any Issuer or any of its Subsidiaries or any of the Purchasers Purchaser as a result of the Transactions or Transactions, including the issuance of the Notes, or (ii) relates to any of the Transactions and has or will have a material adverse effect on any Purchaser, Purchaser or (iii) alleges liability on the part of any Purchaser in connection with this Agreement, any other Transaction Documents or the Transactions or any of the other transactions contemplated hereby or thereby or (iv) would bar the issuance of the Notes or the use of the proceeds thereof in accordance with the terms of this AgreementAgreement and the other Transaction Documents.

No Violation; No Legal Constraints; Consents, Authorizations and Filings, etc. (a) The consummation by the Company Issuers and its their respective Subsidiaries of the Transactions shall not contravene, violate or conflict with any Applicable Law, except for violations which, individually or in the aggregate, do not, not and would not reasonably be expected to, have a Material Adverse Effect. (b) All consents, authorizations and filings, if any, required in connection with the execution, delivery and performance by each of the Company Issuers and its Subsidiaries, their respective Subsidiaries of the Transaction Documents to which it is a party shall have been obtained or made and shall be in full force and effect, except for such consents, authorizations and filings the failure of which to obtain or makemake which, individually or in the aggregate, do not, does not and would not reasonably be expected to, have a Material Adverse Effect. (c) There shall be no inquiry, injunction, restraining order, action, suit or proceeding pending or entered or any statute or rule proposed, enacted or promulgated by any Governmental Authority or any other Person which, in the opinion of the Purchasers, (i) individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect or which seeks to enjoin or seek damages against the Company any Issuer or any of its Subsidiaries or any of the Purchasers as a result of the Transactions or Transactions, including the issuance of the Notes, or (ii) relates to any of the Transactions and has or will have a material adverse effect on any Purchaser, Purchaser or (iii) alleges liability on the part of any Purchaser in connection with this Agreement, any other Transaction Documents or the Transactions or any of the other transactions contemplated hereby or thereby or (iv) would bar the issuance of the Notes Securities or the use of the proceeds thereof in accordance with the terms of this AgreementAgreement and the other Transaction Documents.

No Violation; No Legal Constraints; Consents, Authorizations and Filings, etc. (a) The consummation by the Company and its Subsidiaries of the Transactions shall not contravene, violate or conflict with any Applicable Law, except for violations which, individually or in the aggregate, do not, and would not reasonably be expected to, have a Material Adverse Effect. (b) All consents, authorizations and filings, if any, required in connection with the execution, delivery and performance by each of the Company and its Subsidiaries, of the Transaction Documents to which it is a party shall have been obtained or made and shall be in full force and effect, except for such consents, authorizations and filings the failure of which to obtain or make, individually or in the aggregate, do not, and would not reasonably be expected to, have a Material Adverse Effect. (c) There shall be no inquiry, injunction, restraining order, action, suit or proceeding pending or entered or any statute or rule proposed, enacted or promulgated by any Governmental Authority or any other Person which, in the reasonable opinion of the Purchasers, (i) individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect or which seeks to enjoin or seek damages against the Company or any of its Subsidiaries or any of the Purchasers as a result of the Transactions or Transactions, including the issuance of the NotesNotes and the Warrants, (ii) relates to any of the Transactions and has or will have a material adverse effect on any Purchaser, (iii) alleges liability on the part of any Purchaser in connection with this Agreement, any other Transaction Documents or the transactions contemplated hereby or thereby or (iv) would bar the issuance of the Notes Securities or the use of the proceeds thereof in accordance with the terms of this Agreement.