Common use of No Violations or Defaults Clause in Contracts

No Violations or Defaults. Neither the Company nor any of the Significant Guarantors is (a) in violation of its charter or bylaws; (b) in default of any term, covenant or condition contained in any indenture, contract, mortgage, loan agreement, note, lease or other instrument or agreement to which the Company or any Significant Guarantor is a party or binding upon the Company or any Significant Guarantor or their respective properties; or (c) in violation of any applicable law or regulation or any judgment or order of any court binding upon the Company or any Significant Guarantor, except in the case of each of clauses (b) and (c) above, for any such default or violation that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole. The execution and delivery of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and therein by the Company, and the execution and delivery of this Agreement, the Indenture and the Securities Guarantees and the consummation of the transactions contemplated herein and therein by each of the Significant Guarantors, have been duly authorized by all necessary corporate action. This Agreement has been duly executed by the Company and by each of the Significant Guarantors. The execution and delivery of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and therein by the Company, and the execution and delivery of this Agreement, the Indenture and the Securities Guarantees and the consummation of the transactions contemplated herein and therein by each of the Significant Guarantors: (1) will not violate the charter or bylaws of the Company or any Significant Guarantor; (2) will not result in a breach of or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Significant Guarantor pursuant to, any indenture, contract, mortgage or other contract or instrument to which the Company or any Significant Guarantor is a party or by which any of their respective properties is bound, except for any breach, default, lien, charge or encumbrance that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole; or (3) will not result in the violation of any applicable law or regulation or any order, judgment or decree of any court or governmental agency binding upon the Company or any Significant Guarantor, except any such violations that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole. No consent, approval, authorization, order, registration or qualification of or with any court or governmental or regulatory authority is required to be obtained or made by the Company or any Significant Guarantor for the consummation by the Company and each of the Significant Guarantors of the transactions contemplated by this Agreement, the Indenture, the Securities or the Securities Guarantees, except for the registration of the Securities and Securities Guarantees under the Securities Act, the qualification of the Indenture under the Trust Indenture Act (such registration and qualification having been completed prior to the date of this Agreement), such consents, approvals, authorizations, orders, registrations and qualifications under applicable securities or Blue Sky laws of the states and other jurisdictions of the United States and such consents, approvals, authorizations, orders, registrations and qualifications the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (1) the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole or (2) the ability of the Company or any Significant Guarantor to perform its respective obligations under this Agreement, the Indenture, the Securities or the Securities Guarantees.

No Violations or Defaults. Neither the Company nor any of the Significant Guarantors is (a) in violation of its charter or bylaws; (b) in default of any term, covenant or condition contained in any indenture, contract, mortgage, loan agreement, note, lease or other instrument or agreement to which the Company or any Significant Guarantor is a party or binding upon the Company or any Significant Guarantor or their respective properties; or (c) in violation of any applicable law or regulation or any judgment or order of any court binding upon the Company or any Significant Guarantor, except in the case of each of clauses (b) and (c) above, for any such default or violation that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole. The execution and delivery of this Agreement, the Indenture Indenture, the Agency Agreement and the Securities and the consummation of the transactions contemplated herein and therein by the Company, and the execution and delivery of this Agreement, the Indenture and the Securities Guarantees and the consummation of the transactions contemplated herein and therein by each of the Significant Guarantors, have been duly authorized by all necessary corporate action. This Agreement has been duly executed by the Company and by each of the Significant Guarantors. The execution and delivery of this Agreement, the Indenture Indenture, the Agency Agreement and the Securities and the consummation of the transactions contemplated herein and therein by the Company, and the execution and delivery of this Agreement, the Indenture and the Securities Guarantees and the consummation of the transactions contemplated herein and therein by each of the Significant Guarantors: (1) will not violate the charter or bylaws of the Company or any Significant Guarantor; (2) will not result in a breach of or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Significant Guarantor pursuant to, any indenture, contract, mortgage or other contract or instrument to which the Company or any Significant Guarantor is a party or by which any of their respective properties is bound, except for any breach, default, lien, charge or encumbrance that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole; or (3) will not result in the violation of any applicable law or regulation or any order, judgment or decree of any court or governmental agency binding upon the Company or any Significant Guarantor, except any such violations that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole. No consent, approval, authorization, order, registration or qualification of or with any court or governmental or regulatory authority is required to be obtained or made by the Company or any Significant Guarantor for the consummation by the Company and each of the Significant Guarantors of the transactions contemplated by this Agreement, the Indenture, the Agency Agreement, the Securities or the Securities Guarantees, except for the registration of the Securities and Securities Guarantees under the Securities Act, the qualification of the Indenture under the Trust Indenture Act (such registration and qualification having been completed prior to the date of this Agreement), such consents, approvals, authorizations, orders, registrations and qualifications under applicable securities or Blue Sky laws of the states and other jurisdictions of the United States States, such approvals or authorizations as may be required in connection with the listing of the Securities on the New York Stock Exchange (the “NYSE”) and such consents, approvals, authorizations, orders, registrations and qualifications the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (1) the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole or (2) the ability of the Company or any Significant Guarantor to perform its respective obligations under this Agreement, the Indenture, the Securities or the Securities Guarantees.

No Violations or Defaults. Neither the Company nor any of the Significant Guarantors is (a) in violation of its charter or bylaws; (b) in default of any term, covenant or condition contained in any indenture, contract, mortgage, loan agreement, note, lease or other instrument or agreement to which the Company or any Significant Guarantor is a party or binding upon the Company or any Significant Guarantor or their respective properties; or (c) in violation of any applicable law or regulation or any judgment or order of any court binding upon the Company or any Significant Guarantor, except in the case of each of clauses (b) and (c) above, for any such default or violation that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole. The execution and delivery of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and therein by the Company, and the execution and delivery of this Agreement, the Indenture and the Securities Guarantees and the consummation of the transactions contemplated herein and therein by each of the Significant Guarantors, have been duly authorized by all necessary corporate action. This Agreement has been duly executed by the Company and by each of the Significant Guarantors. The execution and delivery of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and therein by the Company, and the execution and delivery of this Agreement, the Indenture and the Securities Guarantees and the consummation of the transactions contemplated herein and therein by each of the Significant Guarantors: (1) will not violate the charter or bylaws of the Company or any Significant Guarantor; (2) will not result in a breach of or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Significant Guarantor pursuant to, any indenture, contract, mortgage or other contract or instrument to which the Company or any Significant Guarantor is a party or by which any of their respective properties is bound, except for any breach, default, lien, charge or encumbrance that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole; or (3) will not result in the violation of any applicable law or regulation or any order, judgment or decree of any court or governmental agency binding upon the Company or any Significant Guarantor, except any such violations that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole. No consent, approval, authorization, order, registration or qualification of or with any court or governmental or regulatory authority is required to be obtained or made by the Company or any Significant Guarantor for the consummation by the Company and each of the Significant Guarantors of the transactions contemplated by this Agreement, the Indenture, the Securities Indenture or the Securities Guarantees, except for the registration of the Securities and Securities Guarantees under the Securities Act, the qualification of the Indenture under the Trust Indenture Act (such registration and qualification having been completed prior to the date of this Agreement), such consents, approvals, authorizations, orders, registrations and qualifications under applicable securities or Blue Sky laws of the states and other jurisdictions of the United States and such consents, approvals, authorizations, orders, registrations and qualifications the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (1) the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole or (2) the ability of the Company or any Significant Guarantor to perform its respective obligations under this Agreement, the Indenture, the Securities or the Securities Guarantees.

No Violations or Defaults. Neither the Company nor any of the Significant Guarantors is (a) in violation of its charter or bylaws; (b) in default of any term, covenant or condition contained in any indenture, contract, mortgage, loan agreement, note, lease or other instrument or agreement to which the Company or any Significant Guarantor is a party or binding upon the Company or any Significant Guarantor or their respective properties; or (c) in violation of any applicable law or regulation or any judgment or order of any court binding upon the Company or any Significant Guarantor, except in the case of each of clauses (b) and (c) above, for any such default or violation that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations operation of the Company and its consolidated subsidiaries taken as a whole. The execution and delivery of this Agreement and the Indenture and the consummation of the transactions contemplated herein and therein by the Company, and the execution and delivery of this Agreement, the Indenture and the Securities Guarantees and the consummation of the transactions contemplated herein and therein by each of the Significant Guarantors, have been duly authorized by all necessary corporate action. This Agreement and the Indenture have been duly executed by the Company, and this Agreement, the Indenture and the Securities Guarantees have been duly executed by each of the Significant Guarantors. The execution and delivery of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and therein by the Company, and the execution and delivery of this Agreement, the Indenture and the Securities Guarantees and the consummation of the transactions contemplated herein and therein by each of the Significant Guarantors, have been duly authorized by all necessary corporate action. This Agreement has been duly executed by the Company and by each of the Significant Guarantors. The execution and delivery of this Agreement, the Indenture and the Offered Securities and the consummation of the transactions contemplated herein and therein by the Company, and the execution and delivery of this Agreement, the Indenture and the Securities Guarantees and the consummation of the transactions contemplated herein and therein by each of the Significant Guarantors: (1) . will not violate the charter or bylaws of the Company or any Significant Guarantor; (2) . will not result in a breach of or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Significant Guarantor pursuant to, any indenture, contract, mortgage or other contract or instrument to which the Company or any Significant Guarantor is a party or by which any of their respective properties is bound, except for any breach, default, lien, charge or encumbrance that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole; or (3) . will not result in the violation of any applicable law or regulation or any order, judgment or decree of any court or governmental agency binding upon the Company or any Significant Guarantor, except any such violations that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole. No consent, approval, authorization, order, registration or qualification of or with any court or governmental or regulatory authority is required to be obtained or made by the Company or any Significant Guarantor for the consummation by the Company and each of the Significant Guarantors of the transactions contemplated by this Agreement, the Indenture, the Securities Indenture or the Securities Guarantees, except for the registration of the Offered Securities and Securities Guarantees under the Securities Act, the qualification of the Indenture under the Trust Indenture Act (such registration and qualification having as has been completed prior to the date of this Agreement), such consents, approvals, authorizations, orders, registrations and qualifications under applicable securities or Blue Sky laws of the states and other jurisdictions of the United States and such consents, approvals, authorizations, orders, registrations and qualifications the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (1) the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole or (2) the ability of the Company or any Significant Guarantor to perform its respective obligations under this Agreement, the Indenture, the Securities or the Securities Guarantees.

No Violations or Defaults. Neither the Company nor any of the Significant Guarantors is (a) in violation of its charter or bylaws; (b) in default of any term, covenant or condition contained in any indenture, contract, mortgage, loan agreement, note, lease or other instrument or agreement to which the Company or any Significant Guarantor is a party or binding upon the Company or any Significant Guarantor or their respective properties; or (c) in violation of any applicable law or regulation or any judgment or order of any court binding upon the Company or any Significant Guarantor, except in the case of each of clauses (b) and (c) above, for any such default or violation that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations operation of the Company and its consolidated subsidiaries taken as a whole. The execution and delivery of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and therein by the Company, and the execution and delivery of this Agreement, the Indenture and the Securities Guarantees and the consummation of the transactions contemplated herein and therein by each of the Significant Guarantors, have been duly authorized by all necessary corporate action. This Agreement has been duly executed by the Company and by each of the Significant Guarantors. The execution and delivery of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and therein by the Company, and the execution and delivery of this Agreement, the Indenture and the Securities Guarantees and the consummation of the transactions contemplated herein and therein by each of the Significant Guarantors: (1) . will not violate the charter or bylaws of the Company or any Significant Guarantor; (2) . will not result in a breach of or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Significant Guarantor pursuant to, any indenture, contract, mortgage or other contract or instrument to which the Company or any Significant Guarantor is a party or by which any of their respective properties is bound, except for any breach, default, lien, charge or encumbrance that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole; or (3) . will not result in the violation of any applicable law or regulation or any order, judgment or decree of any court or governmental agency binding upon the Company or any Significant Guarantor, except any such violations that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole. No consent, approval, authorization, order, registration or qualification of or with any court or governmental or regulatory authority is required to be obtained or made by the Company or any Significant Guarantor for the consummation by the Company and each of the Significant Guarantors of the transactions contemplated by this Agreement, the Indenture, the Securities Indenture or the Securities Guarantees, except for the registration of the Securities and Securities Guarantees under the Securities Act, the qualification of the Indenture under the Trust Indenture Act (such registration and qualification having been completed prior to the date of this Agreement), such consents, approvals, authorizations, orders, registrations and qualifications under applicable securities or Blue Sky laws of the states and other jurisdictions of the United States and such consents, approvals, authorizations, orders, registrations and qualifications the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (1) the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole or (2) the ability of the Company or any Significant Guarantor to perform its respective obligations under this Agreement, the Indenture, the Securities or the Securities Guarantees.

No Violations or Defaults. Neither the Company nor any of the Significant Guarantors is (a) in violation of its charter or bylaws; (b) in default of any term, covenant or condition contained in any indenture, contract, mortgage, loan agreement, note, lease or other instrument or agreement to which the Company or any Significant Guarantor is a party or binding upon the Company or any Significant Guarantor or their respective properties; or (c) in violation of any applicable law or regulation or any judgment or order of any court binding upon the Company or any Significant Guarantor, except in the case of each of clauses (b) and (c) above, for any such default or violation that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations operation of the Company and its consolidated subsidiaries taken as a whole. The execution and delivery of this Agreement, the Indenture and the Offered Securities and the consummation of the transactions contemplated herein and therein by the Company, and the execution and delivery of this Agreement, the Indenture and the Securities Guarantees and the consummation of the transactions contemplated herein and therein by each of the Significant Guarantors, have been duly authorized by all necessary corporate action. This Agreement has been duly executed by the Company and by each of the Significant Guarantors. The execution and delivery of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and therein by the Company, and the execution and delivery of this Agreement, the Indenture and the Securities Guarantees and the consummation of the transactions contemplated herein and therein by each of the Significant Guarantors: (1) . will not violate the charter or bylaws of the Company or any Significant Guarantor; (2) . will not result in a breach of or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Significant Guarantor pursuant to, any indenture, contract, mortgage or other contract or instrument to which the Company or any Significant Guarantor is a party or by which any of their respective properties is bound, except for any breach, default, lien, charge or encumbrance that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole; or (3) . will not result in the violation of any applicable law or regulation or any order, judgment or decree of any court or governmental agency binding upon the Company or any Significant Guarantor, except any such violations that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole. No consent, approval, authorization, order, registration or qualification of or with any court or governmental or regulatory authority is required to be obtained or made by the Company or any Significant Guarantor for the consummation by the Company and each of the Significant Guarantors of the transactions contemplated by this Agreement, the Indenture, the Securities Indenture or the Securities Guarantees, except for the registration of the Offered Securities and Securities Guarantees under the Securities Act, the qualification of the Indenture under the Trust Indenture Act (such registration and qualification having been completed prior to the date of this Agreement), such consents, approvals, authorizations, orders, registrations and qualifications under applicable securities or Blue Sky laws of the states and other jurisdictions of the United States and such consents, approvals, authorizations, orders, registrations and qualifications the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (1) the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole or (2) the ability of the Company or any Significant Guarantor to perform its respective obligations under this Agreement, the Indenture, the Securities or the Securities Guarantees.

No Violations or Defaults. Neither the Company nor any of the Significant Guarantors is (a) in violation of its charter or bylaws; (b) in default of any term, covenant or condition contained in any indenture, contract, mortgage, loan agreement, note, lease or other instrument or agreement to which the Company or any Significant Guarantor is a party or binding upon the Company or any Significant Guarantor or their respective properties; or (c) in violation of any applicable law or regulation or any judgment or order of any court binding upon the Company or any Significant Guarantor, except in the case of each of clauses (b) and (c) above, for any such default or violation that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations operation of the Company and its consolidated subsidiaries taken as a whole. The execution and delivery of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and therein by the Company, and the execution and delivery of this Agreement, the Indenture and the Securities Guarantees and the consummation of the transactions contemplated herein and therein by each of the Significant Guarantors, have been duly authorized by all necessary corporate action. This Agreement has been duly executed by the Company and by each of the Significant Guarantors. The execution and delivery of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and therein by the Company, and the execution and delivery of this Agreement, the Indenture and the Securities Guarantees and the consummation of the transactions contemplated herein and therein by each of the Significant Guarantors: (1) . will not violate the charter or bylaws of the Company or any Significant Guarantor; (2) . will not result in a breach of or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Significant Guarantor pursuant to, any indenture, contract, mortgage or other contract or instrument to which the Company or any Significant Guarantor is a party or by which any of their respective properties is bound, except for any breach, default, lien, charge or encumbrance that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole; or (3) . will not result in the violation of any applicable law or regulation or any order, judgment or decree of any court or governmental agency binding upon the Company or any Significant Guarantor, except any such violations that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole. No consent, approval, authorization, order, registration or qualification of or with any court or governmental or regulatory authority is required to be obtained or made by the Company or any Significant Guarantor for the consummation by the Company and each of the Significant Guarantors of the transactions contemplated by this Agreement, the Indenture, the Securities Indenture or the Securities Guarantees, except for the registration of the Securities and Securities Guarantees under the Securities Act, the qualification of the Indenture under the Trust Indenture Act (such registration and qualification having as has been completed prior to the date of this Agreement), such consents, approvals, authorizations, orders, registrations and qualifications under applicable securities or Blue Sky laws of the states and other jurisdictions of the United States and such consents, approvals, authorizations, orders, registrations and qualifications the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (1) the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole or (2) the ability of the Company or any Significant Guarantor to perform its respective obligations under this Agreement, the Indenture, the Securities or the Securities Guarantees.

No Violations or Defaults. Neither the Company nor Seller has not received any written notice of the Significant Guarantors violation or default under and, to Seller’s knowledge, Seller is (a) not in violation of its charter or bylaws; (b) in default under, any agreement with any third party, or under any judgment, order, decree, rule or regulation of any termcourt, covenant arbitrator, administrative agency or condition contained other governmental authority to which it may be subject, which violation or default will, in any indenture, contract, mortgage, loan agreement, note, lease or other instrument or agreement to which the Company or any Significant Guarantor is a party or binding upon the Company or any Significant Guarantor or their respective properties; or (c) in violation of any applicable law or regulation or any judgment or order of any court binding upon the Company or any Significant Guarantor, except in the one case of each of clauses (b) and (c) above, for any such default or violation that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on materially and adversely affect the business, property, financial condition ownership or results of operations operation of the Company Property or adversely affect Seller’s ability to consummate the transactions contemplated hereby. To Seller’s knowledge, upon closing of the permit relating to the stairwell pressurization project (the “Stairwell Project”), a copy of which is attached hereto as Exhibit J, Seller and its consolidated subsidiaries taken as a wholeSeller’s Operating Tenant will possess all licenses, permits and approvals required by any governmental or quasi-governmental agency, body or officer for the ownership, operation and use of the Property or any part thereof, each of which is valid and in full force and effect. The execution Seller will complete the Stairwell Project in compliance will all applicable governmental ordinances, resolutions, statutes, rules, orders or regulations prior to Closing. Except with respect to the Stairwell Project, Seller has not received written notice within the past two (2) years of any existing violations of any provision of any applicable building, zoning, subdivision, environmental or other governmental ordinance, resolution, statute, rule, order or regulation with respect to the ownership, operation, use, maintenance or condition of the Property or any part thereof requiring any repairs or alterations other than those that have been made prior to the date hereof. To Seller’s knowledge, the execution, delivery and delivery performance of this Agreement, the Indenture and the Securities Agreement and the consummation of the transactions contemplated herein and therein hereby by the Company, and the execution and delivery of this Agreement, the Indenture and the Securities Guarantees and the consummation of the transactions contemplated herein and therein by each of the Significant Guarantors, have been duly authorized by all necessary corporate action. This Agreement has been duly executed by the Company and by each of the Significant Guarantors. The execution and delivery of this Agreement, the Indenture and the Securities and the consummation of the transactions contemplated herein and therein by the Company, and the execution and delivery of this Agreement, the Indenture and the Securities Guarantees and the consummation of the transactions contemplated herein and therein by each of the Significant Guarantors: (1) Seller will not (a) violate the charter or bylaws of the Company any law or any Significant Guarantor; (2) will not result in a breach of or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any Significant Guarantor pursuant to, any indenture, contract, mortgage or other contract or instrument to which the Company or any Significant Guarantor is a party or by which any of their respective properties is bound, except for any breach, default, lien, charge or encumbrance that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole; or (3) will not result in the violation of any applicable law or regulation or any order, judgment or decree order of any court or governmental agency binding upon the Company authority with proper jurisdiction; (b) result in a breach or default under any Significant Guarantor, except any such violations that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, property, financial condition or results of operations provision of the Company and its consolidated subsidiaries taken as a whole. No organizational documents of Seller; (c) require any consent, approval, authorization, order, registration or qualification approval or vote of or with any court or governmental authority or regulatory authority is required to be obtained of any third person or made by the Company or any Significant Guarantor for the consummation by the Company and each entity that, as of the Significant Guarantors of the transactions contemplated by this AgreementClosing Date, the Indenturehas not been given or taken, the Securities or the Securities Guarantees, except for the registration of the Securities and Securities Guarantees under the Securities Act, the qualification of the Indenture under the Trust Indenture Act (such registration and qualification having been completed prior to the date of this Agreement), such consents, approvals, authorizations, orders, registrations and qualifications under applicable securities or Blue Sky laws of the states and other jurisdictions of the United States and such consents, approvals, authorizations, orders, registrations and qualifications the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on (1) the business, property, financial condition or results of operations of the Company and its consolidated subsidiaries taken as a whole does not remain effective; or (2d) result in any Encumbrance, other than a Permitted Exception, against the ability of the Company or any Significant Guarantor to perform its respective obligations under this Agreement, the Indenture, the Securities or the Securities GuaranteesProperty.