No Violation or Conflict; No Default. (a) Neither the execution, delivery or performance of this Agreement or any of the other Loan Documents by it, nor the compliance with its obligations thereunder, nor the consummation of the transactions contemplated thereby, nor the issuance, sale or delivery of the Promissory Note will: (i) violate any provision of its Charter Documents; 560824274.4 [NEWYORK 2931135_16] (ii) violate any statute, Law, rule or regulation or any judgment, decree, order, regulation or rule of any Governmental Authority to which it, any of its Subsidiaries or any of the properties of it or any of its Subsidiaries may be subject; (iii) permit or cause the acceleration of the maturity of any debt or obligation of it or any or its Subsidiaries; or (iv) 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 Liens permitted under Section 5.02(a) through (k) of this Agreement) upon any property of it or any or its Subsidiaries under, any mortgage, indenture, loan agreement, note, debenture, agreement for borrowed money or any other agreement to which it or any of its Subsidiaries is a party or by which it or any of its Subsidiaries (or their 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) Neither it nor any of its Subsidiaries is 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.
Appears in 2 contracts
Samples: Loan Agreement (Harvest Natural Resources, Inc.), Loan Agreement (Harvest Natural Resources, Inc.)
No Violation or Conflict; No Default. (a) Neither the execution, delivery or performance of this Agreement or any of the other Loan Documents by itthe Company, nor the compliance with its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, nor the issuance, sale or delivery of the Promissory Note Securities will:
(i) violate any provision of its the Charter Documents; 560824274.4 [NEWYORK 2931135_16]Documents of the Company;
(ii) violate any statute, Law, rule or regulation or any judgment, decree, order, regulation or rule of any Governmental Authority to which itthe Company, any Subsidiary of its Subsidiaries the Company or any of the their properties of it or any of its Subsidiaries may be subject;
(iii) permit or cause the acceleration of the maturity of any debt or obligation of it the Company or any or its SubsidiariesSubsidiary of the Company; or or
(iv) 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 permitted under Section 5.02(a) through (k) of this Agreementas defined in the Indenture)) upon any property of it the Company or any or of its Subsidiaries under, any mortgage, indenture, loan agreement, note, debenture, agreement for borrowed money or any other agreement to which it the Company or any of its Subsidiaries is a party or by which it the Company or any of its Subsidiaries (or their 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) Neither it the Company nor any of its Subsidiaries is 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (Harvest Natural Resources, Inc.)
No Violation or Conflict; No Default. (a) Neither the nature of the Company's business, the execution, delivery or performance of this Agreement or any of other Document, the other Loan Documents by it, nor the Company's compliance with its respective obligations thereunder, nor the consummation of the transactions contemplated hereby and thereby, nor the issuance, sale or delivery of the Promissory Note Securities will:
(i1) violate or conflict with any provision of its the Company's Charter Documents; 560824274.4 [NEWYORK 2931135_16];
(ii2) violate or conflict with any statute, Lawlaw, executive order, rule or regulation or any judgment, decree, order, regulation or rule of any court or Governmental Authority Body (collectively, "Laws") applicable to which it, the Company or any of its Subsidiaries or any of their respective properties or assets, except where such violation is reasonably not expected to have, singly or in the properties of it or any of its Subsidiaries may be subject;aggregate, a Material Adverse Effect; or
(iii) permit or cause the acceleration of the maturity of any debt or obligation of it or any or its Subsidiaries; or (iv3) violate, or be in conflict with, or constitute a breach or default (or any event which, with the passage of time or notice or both, would become a default) under, or permit the termination of, or require the consent of any Person (other than as disclosed in Schedule 4.9(a)(3) hereto) under, or result in the creation or imposition of any Lien (other than Liens permitted under Section 5.02(a) through (k) of this Agreement) upon any property of it the Company or any or of its Subsidiaries under, result in the loss (by the Company or any Subsidiary) or modification in any manner adverse to the Company and its Subsidiaries of any right or benefit under, or give to any other Person any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation under, any mortgage, indenture, loan agreement, note, debenture, agreement for borrowed money agreement, lease, license, permit, franchise or any other agreement instrument or obligation, whether written or oral (collectively, "Contracts") to which it the Company or any of its Subsidiaries is a party or by which it or any of its Subsidiaries (or their properties) properties may be boundbound or affected except is reasonably expected not, other than such violationsindividually or in the aggregate, conflicts, defaults, terminations and Liens, or such failures to obtain consents, which could not reasonably be expected to result in have a Material Adverse Effect.
(b) Neither it the Company nor any of its Subsidiaries is in default (without giving effect to any grace or cure period or notice requirement) under any agreement for borrowed money Contract, except where such default is reasonably expected not, individually or in the aggregate, to have a Material Adverse Effect.
(c) The execution, delivery and performance of this Agreement and the other Documents by the Company and the other parties thereto (other than the Purchaser) will not require any consent, approval, authorization, or permit of, or filing with or notification to, any Governmental Body under any agreement pursuant Laws, except (i) for required filings under the Securities Act or state "blue sky" laws as a result of the exercise of rights under the Registration Rights Agreement, and (ii) where the failure to which obtain such consents, approvals, authorizations or permits or to make such filings or notifications, is reasonably expected not, individually or in the aggregate, to have a Material Adverse Effect or to prevent or delay in any material respect consummation of its securities were soldthe transactions contemplated hereby, or otherwise prevent the Company from performing their obligations under this Agreement or the other Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (Commercial Assets Inc)
No Violation or Conflict; No Default. (a) Neither the execution, delivery or performance of this Agreement, the Pledge Agreement, the Registration Agreement , the Guaranty Fee Agreement, the Option Agreement, the Warrant Agreement or any of the other Loan Company Guarantee Documents by itthe Company, as the case may be, nor the compliance with its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, nor the issuance, sale or delivery of the Promissory Note Warrants will:
(i1) violate any provision of the Organizational Documents of the Company or any of its Charter Documents; 560824274.4 [NEWYORK 2931135_16]Restricted Subsidiaries;
(ii2) violate any statute, Lawlaw, rule or regulation or any judgment, decree, order, regulation or rule of any Governmental Authority court or governmental authority or body to which it, the Company or any of its Restricted Subsidiaries or any of the their respective properties of it or any of its Subsidiaries may be subject;
(iii3) permit or cause the acceleration of the maturity of any debt or obligation of it the Company or any or of its Restricted Subsidiaries; or or
(iv4) 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 Liens permitted under Section 5.02(a) through (k) of this AgreementPermitted Liens) upon any property of it the Company or any or of its Restricted Subsidiaries under, any mortgage, indenture, loan agreement, note, debenture, agreement for borrowed money or any other agreement to which it the Company or any of its Restricted Subsidiaries is a party or by which it the Company or any of its Restricted Subsidiaries (or their 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) Neither it the Company nor any of its Restricted Subsidiaries is 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.
Appears in 1 contract
No Violation or Conflict; No Default. (a) Neither the execution, delivery or performance of this Agreement, the Securities, the Acquisition Agreement, the Share Price Adjustment Agreement, the Stockholders' Agreement, the Registration Rights Agreement or any of the other Loan Documents by itany of the Companies, nor the compliance with its their respective obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby and thereby, nor the issuance, sale or delivery of the Promissory Note Securities will:
(i) violate any provision of its the Charter Documents; 560824274.4 [NEWYORK 2931135_16]Documents of any of the Companies;
(ii) violate any statute, Lawlaw, rule or regulation or any judgment, decree, order, regulation or rule of any Governmental Authority court or governmental authority or body to which it, any of its Subsidiaries the Companies or any of the their respective properties of it or any of its Subsidiaries may be subject;
(iii) permit or cause the acceleration of the maturity of any debt or obligation of it or any or its Subsidiariesof the Companies; or or
(iv) 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 Liens permitted under Section 5.02(a) through (k) of this AgreementPermitted Liens) upon any property of it or any or its Subsidiaries of the Companies under, any mortgage, indenture, loan agreement, note, debenture, agreement for borrowed money or any other agreement to which it or any of its Subsidiaries the Companies is a party or by which it 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.
(b) Neither it nor any None of its Subsidiaries the Companies is 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.
Appears in 1 contract
Samples: Securities Purchase Agreement (National Fiberstok Corp)