Common use of No Violation of Agreements Clause in Contracts

No Violation of Agreements. None of the Credit Parties is in violation of any provision of its certificate or articles of incorporation, as the case may be, or its by-laws or is in default under any indenture, mortgage, deed of trust, agreement or other instrument to which any of them is a party or by which any of them may be bound, which default is reasonably likely to have a Material Adverse Effect. Neither the execution and delivery of this Agreement, the other Loan Documents, or any of the instruments and documents to be delivered pursuant hereto or thereto, the consummation of the transactions herein and therein contemplated nor the compliance with any of the provisions hereof or thereof, will violate any provision of the certificate or articles of incorporation, as the case may be, or by-laws of any Credit Party or any law or regulation, or any order or decree of any court or governmental instrumentality, or will (i) conflict with, or result in the breach of, or constitute a default or permit termination under, any material lease, indenture, mortgage, deed of trust, agreement or other instrument to which any Credit Party is a party or by which any of them or their respective properties may be bound, or (ii) except for (x) Liens in favor of the Agent for the benefit of the Lenders and (y) Liens in favor of Marine Midland Bank, N.A. pursuant to the "Pledge Agreement" (as defined in the Debenture) covering the capital stock of the Company, result in the creation or imposition of any Lien on any property of any Credit Party. 129

No Violation of Agreements. (a) None of the Credit Parties is in -------------------------- violation of any provision of its certificate or articles of incorporationincorporation or formation, applicable shareholder agreements, or other organizational documents, as the case may be, or its by-laws or is in default under any indenture, mortgage, deed of trust, agreement or other instrument to which any of them is a party or by which any of them may be bound, except for defaults which default is are not reasonably likely expected to have a Material Materially Adverse Effect. Effect on the Parent and its Subsidiaries. (b) Neither the execution execution, delivery and delivery performance of this Agreement, the other Loan Documents, Documents or any of the instruments and documents to be delivered pursuant hereto hereto, thereto or theretoin respect of any component of this transaction, nor the consummation of the transactions herein and therein contemplated contemplated, nor the compliance with any of the provisions hereof or thereof, will violate any provision of the certificate or articles of incorporation, as the case may be, applicable shareholder agreements or by-laws of any Credit Party or any law or regulation, or any order judgment, order, direction, or decree of any court or governmental instrumentality, or will (i) conflict with, or result in the breach of, or constitute a default or permit termination under, or any material lease, indenture, mortgage, deed of trust, agreement or other instrument to which any Credit Party is a party or by which any of them or their respective properties may be bound, or (ii) except for (x) Liens in favor of the Agent for the benefit of the Lenders and (y) Liens in favor of Marine Midland Bank, N.A. pursuant to the "Pledge Agreement" (as defined in the Debenture) covering the capital stock of the Company, result in the creation or imposition of any Lien on upon any property of any Credit Party. 129.

No Violation of Agreements. None of the Credit Parties is in violation of any provision of its certificate or articles of incorporation, as the case may be, or its by-laws or is in default under any indenture, mortgage, deed of trust, agreement or other instrument to which any of them is a party or by which any of them may be bound, which default is reasonably likely to have a Material Adverse Effect. Neither the execution and delivery of this Agreement, the other Loan Documents, or any of the instruments and documents to be delivered pursuant hereto or thereto, the consummation of the transactions herein and therein contemplated nor the compliance with any of the provisions hereof or thereof, will violate any provision of the certificate or articles of incorporation, as the case may be, or by-laws of any Credit Party or any law or regulation, or any order or decree of any court or governmental instrumentality, or will (i) conflict with, or result in the breach of, or constitute a default or permit termination under, any material lease, indenture, mortgage, deed of trust, agreement or other instrument to which any Credit Party is a party or by which any of them or their respective properties may be bound, or (ii) except for (x) Liens in favor of the Agent for the benefit of the Lenders and (y) Liens in favor of Marine Midland Bank, N.A. HSBC Bank USA pursuant to the "Security and Pledge Agreement" (as defined in the Debenture) Agreement covering the capital stock of the CompanyBorrower, result in the creation or imposition of any Lien on any property of any Credit Party. 129.

No Violation of Agreements. None of the Credit Parties is in violation of any provision of its certificate or articles of incorporation, as the case may be, or its by-laws or is in default under any indenture, mortgage, deed of trust, agreement or other instrument to which any of them is a party or by which any of them may be bound, which default is reasonably likely to have a Material Adverse Effect. Neither the execution and delivery of this Agreement, the other Loan Documents, or any of the instruments and documents to be delivered pursuant hereto or thereto, the consummation of the transactions herein and therein contemplated nor the compliance with any of the provisions hereof or thereof, will violate any provision of the certificate or articles of incorporation, as the case may be, or by-laws of any Credit Party or any law or regulation, or any order or decree of any court or governmental instrumentality, or will (i) conflict with, or result in the breach of, or constitute a default or permit termination under, any material lease, indenture, mortgage, deed of trust, agreement or other instrument to which any Credit Party is a party or by which any of them or their respective properties may be bound, or (ii) except for (x) Liens in favor of the Agent for the benefit of the Lenders and (y) Liens in favor of Marine Midland Bank, N.A. HSBC Bank USA pursuant to the "Security and Pledge Agreement" (as defined in the Debenture) Agreement covering the capital stock of the CompanyFinlay, result in the creation or imposition of any Lien on any property of any Credit Party. 129.

No Violation of Agreements. None of the Credit Parties is in violation of any provision of its certificate or articles of incorporation, as the case may be, or its by-laws bylaws or is in default under any lease, indenture, mortgage, deed of trust, agreement or other instrument instrument, in any case, involving total payments to or total payments by, Borrower or Parent of $1,000,000 or more, to which any of them is a party or by which any of them may be bound, which default is reasonably likely to have a Material Adverse Effect. Neither the execution and delivery of this Agreement, the other Loan Documents, Documents or any of the instruments and documents to be delivered pursuant hereto or thereto, the consummation of the transactions herein and therein contemplated contemplated, compliance with the provisions hereof or thereof, nor the execution, delivery and performance by any Credit Party of this Agreement, the other Loan Documents or any of such instruments or documents, nor compliance with any of the provisions hereof or thereof, will violate any provision of the certificate of incorporation or articles of incorporation, as the case may be, or by-laws bylaws of any Credit Party or any law or regulation, or any order or decree of any court or governmental instrumentality, or will (ia) conflict with, or result in the breach of, or constitute a default or permit termination under, any material lease, indenture, mortgage, deed of trust, agreement or other instrument instrument, in any case, involving total payments to or total payments by Borrower of $1,000,000 or more, to which any Credit Party is a party or by which any of them or their respective properties may be bound, or (iib) except for (x) Liens in favor of the Agent for the benefit of the Lenders and (y) Liens in favor of Marine Midland Bank, N.A. pursuant to the "Pledge Agreement" (as defined in the Debenture) covering the capital stock of the Companycontemplated under this Agreement or under any other Loan Document, result in the creation or imposition of any Lien on upon any property of any Credit Party. 129.

No Violation of Agreements. (a) None of the Credit Parties is in -------------------------- violation of any provision of its certificate or articles of incorporationincorporation or other organizational documents, as the case may be, or its by-laws or is in default under any indenture, mortgage, deed of trust, agreement or other instrument to which any of them is a party or by which any of them may be bound, except for defaults which default is are not reasonably likely expected to have a Material Materially Adverse Effect. Effect on either the US Borrower and its Subsidiaries or the CAN Borrower and its Subsidiaries. (b) Neither the execution and delivery of this Agreement, the other Loan Documents, Documents or any of the instruments and documents to be delivered pursuant hereto hereto, thereto or theretoin respect of any component of this transaction, nor the consummation of the transactions herein and therein contemplated contemplated, nor compliance with the provisions hereof or thereof, nor the execution, delivery and performance by any Credit Party of this Agreement, the other Loan Documents or any of such instruments or documents, nor compliance with any of the provisions hereof or thereof, will violate any provision of the certificate or articles of incorporation, as the case may be, incorporation or by-laws of any Credit Party or any law or regulation, or any order or decree of any court or governmental instrumentality, or will (i) conflict with, or result in the breach of, or constitute a default or permit termination under, any material lease, indenture, mortgage, deed of trust, agreement or other instrument to which any Credit Party is a party or by which any of them or their respective properties may be bound, or (ii) except for (x) Liens in favor of the Agent for the benefit of the Lenders and (y) Liens in favor of Marine Midland Bank, N.A. pursuant to the "Pledge Agreement" (as defined in the Debenture) covering the capital stock of the Company, result in the creation or imposition of any Lien on upon any property of any Credit Party. 129No term under the documentation relating to any component of this transaction is in conflict with any of the Loan Documents.