Common use of No Violation or Conflict; No Default Clause in Contracts

No Violation or Conflict; No Default. Neither the execution or delivery of this Agreement, the Registration Rights Agreement or the Commitment Letter by the Company nor the issuance, sale or delivery of the Notes nor the performance of its respective obligations hereunder or thereunder will: (a) violate any provision of the Charter Documents of the Company; (b) violate any statute, law, rule or regulation or any judgment, decree, order, regulation or rule of any court or governmental authority to which the Company, any of its Subsidiaries, or any of their respective properties may be subject; (c) permit or cause the acceleration of the maturity of any debt or obligation of the Company or any of its Subsidiaries; (d) violate, or be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any Person under, or result in the creation of any Lien upon any property of the Company or any of its Subsidiaries under, any mortgage, indenture, loan agreement, note, debenture or other agreement for borrowed money or any other material agreement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries (or their respective properties) may be bound, other than such violations, conflicts, defaults, terminations and Liens, or such failures to obtain consents, which could not reasonably be expected to result in a Material Adverse Effect.

No Violation or Conflict; No Default. (a) Neither the execution execution, delivery or delivery performance of this Agreement, the Registration Rights Agreement or the Commitment Letter Notes by the Company Company, nor the compliance with its respective obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, nor the issuance, sale or delivery of the Notes nor the performance of its respective obligations hereunder or thereunder will: (ai) violate any provision of the Charter Documents of the Company; (bii) violate any statute, law, rule or regulation or any judgment, decree, order, regulation or rule of any court or governmental authority or body to which the Company, Company or any of its Subsidiaries, or any of their respective properties may be subject; (ciii) permit or cause the acceleration of the maturity of any debt or obligation of the Company or any of its Subsidiaries;Company; or (div) violate, or be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any Person under, or result in the creation or imposition of any Lien (other than Permitted Liens) upon any property of the Company or any of its Subsidiaries under, any mortgage, indenture, loan agreement, note, debenture or other debenture, agreement for borrowed money or any other material agreement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries (or their respective its properties) may be bound, other than such violations, conflicts, defaults, terminations and Liens, or such failures to obtain consents, which could not reasonably be expected to result in a Material Adverse Effect. (b) The Company is not in default (without giving effect to any grace or cure period or notice requirement) under any agreement for borrowed money or under any agreement pursuant to which any of its securities were sold.

No Violation or Conflict; No Default. Neither (a) Provided that the execution aggregate number of shares of Common Stock to be issued in connection with the Rights Offering and issued and sold to VEBA pursuant hereto and the Standby Agreement (as defined below) does not exceed 150,000,000 and the aggregate proceeds therefrom does not exceed $200 million, none of the issuance and sale of the Common Shares, the execution, delivery or delivery performance of this AgreementAgreement by the Company, the Registration Rights Agreement or the Commitment Letter consummation by the Company of the transactions contemplated hereby nor the issuancecompliance with the terms of this Agreement (A) requires any consent, sale approval, authorization or delivery other order of or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official or conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, the certificate or articles of incorporation or bylaws, or other organizational documents, of the Notes nor the performance Company or any of its respective obligations hereunder subsidiaries or thereunder will: (aB) violate conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, any provision of the Charter Documents of the Company; (b) violate any statuteagreement, lawindenture, rule lease or regulation or any judgment, decree, order, regulation or rule of any court or governmental authority other instrument to which the Company, Company or any of its Subsidiaries, subsidiaries is a party or by which any of them or any of their respective properties may be subject; (c) permit bound, or cause violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the acceleration Company or any of its subsidiaries or any of their respective properties, or will result in the maturity creation or imposition of any debt lien, charge or obligation encumbrance upon any property or assets of the Company or any of its Subsidiaries;subsidiaries pursuant to the terms of any agreement or instrument to which any of them is a party or by which any of them may be bound or to which any of the property or assets of any of them is subject except for, in the case of the foregoing clause (B), such violations which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (db) violateNeither the Company nor any of its subsidiaries is in violation (A) of its certificate or articles of incorporation or by-laws, or be in conflict withother organizational documents, or constitute a default under, or permit the termination of, or require the consent (B) of any Person underlaw, ordinance, administrative or result in the creation of any Lien upon any property of governmental rule or regulation applicable to the Company or any of its Subsidiaries undersubsidiaries, including, without limitation, (i) any mortgageforeign, Federal, state or local law or regulation relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), (ii) any Federal or state law relating to discrimination in the hiring, promotion or pay of employees or any applicable federal or state wages and hours laws, or (iii) any provisions of the Employee Retirement Income Security Act or the rules and regulations promulgated thereunder (collectively, "ERISA"), or of any decree of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries except for, in the case of the foregoing clause (B), such violations which would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Neither the Company nor any of its subsidiaries is in default in the performance of any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any other agreement, indenture, loan agreement, note, debenture lease or other agreement for borrowed money or any other material agreement instrument to which the Company or any of its Subsidiaries subsidiaries is a party or by which the Company any of them or any of its Subsidiaries (or their respective properties) properties may be bound, other than except for such violationsdefaults which would not, conflictseither individually or in the aggregate, defaults, terminations and Liens, or such failures to obtain consents, which could not reasonably be expected to result in have a Material Adverse Effect.

No Violation or Conflict; No Default. (a) Neither the execution execution, delivery or delivery performance of this Agreement, the Registration Rights Agreement or any of the Commitment Letter other Documents by any of the Company Companies nor the compliance with their respective obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, nor the issuance, sale or delivery of the Notes nor the performance of its respective obligations hereunder or thereunder Securities will: (a1) violate any provision of the Charter Documents of any of the CompanyCompanies; (b2) violate any statute, law, rule or regulation or any judgment, decree, order, regulation or rule of any court or governmental authority or body to which the Company, any of its Subsidiaries, the Companies or any of their respective properties may be subject; (c3) permit or cause the acceleration of the maturity of any debt or obligation of the Company or any of its Subsidiaries;the Companies; or (d4) violate, or be in conflict with, or constitute a default under, or permit the termination of, or require the consent of any Person under, or result in the creation or imposition of any Lien (other than Permitted Liens) upon any property of the Company or any of its Subsidiaries the Companies under, any mortgage, indenture, loan agreement, note, debenture or other debenture, agreement for borrowed money or any other material agreement to which the Company or any of its Subsidiaries the Companies is a party or by which the Company or any of its Subsidiaries the Companies (or their respective properties) may be bound, other than such violations, conflicts, defaults, terminations and Liens, or such failures to obtain consents, which could not reasonably be expected to result in a Material Adverse Effect.