Common use of Non-Contravention; Consents and Approvals Clause in Contracts

Non-Contravention; Consents and Approvals. The execution and Delivery of this Agreement by each of Seller and GECC and the Ancillary Documents to which it is a party, the consummation by such Person of the Transactions, and the performance by such Person of its obligations hereunder and thereunder, except for such Consents required for the “assignment” (or deemed assignment) by Seller of each CLO Management Agreement and CLO Collateral Administration Agreement under the Investment Advisers Act, the CLO Management Agreements, and the CLO Collateral Administration Agreements, which shall be obtained prior to the applicable Closing: (i) do not violate any provision of the CLO Issuer Operative Documents or the Constituent Documents of Seller or GECC; and (ii)(A) do not conflict in any material respect with or violate any applicable Law of any Governmental Authority having jurisdiction over Seller or GECC or any part of the properties or assets of Seller (including the Assets), (B) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any CLO Management Agreement or CLO Issuer Operative Document, in each case, in any material respect, (C) do not result in the creation or imposition of any material Lien on any part of the Assets, (D) do not violate any Order binding on Seller or any part of its properties or assets, and (E) do not otherwise require any material Governmental Approvals or any material Third Party Consents, in each case, other than the Seller Consents.

Non-Contravention; Consents and Approvals. (a) The execution execution, delivery and Delivery performance by Buyer of this Agreement by each of Seller and GECC its Related Agreements and the Ancillary Documents consummation of the transactions contemplated hereby and thereby will not (i) violate any Law to which it Buyer or any of its properties or assets are subject; (ii) violate or conflict with the Governing Documents of Buyer; (iii) violate or result in a breach or default (or give rise to any right of termination, cancellation or acceleration), with or without the giving of notice, the lapse of time, or both, under any material Contract to which Buyer is a party, the consummation by such Person of the Transactions, and the performance by such Person of its obligations hereunder and thereunder, ; or (iv) except for such Consents required for the “assignment” (with respect to Permitted Liens or deemed assignment) by Seller of each CLO Management Agreement and CLO Collateral Administration Agreement under the Investment Advisers Act, the CLO Management Agreements, and the CLO Collateral Administration Agreements, which shall be obtained prior Liens related to the applicable Closing: (i) do not violate any provision of the CLO Issuer Operative Documents or the Constituent Documents of Seller or GECC; and (ii)(A) do not conflict in any material respect with or violate any applicable Law of any Governmental Authority having jurisdiction over Seller or GECC or any part of the properties or assets of Seller (including the Assets), (B) do not require the Consent of any Person under, violateFinancing, result in the termination or acceleration of or creation of any right Lien upon any of the assets or properties of Buyer; provided, however, that no representation or warranty is made in the foregoing clauses (i), (iii) and (iv) with respect to matters that would not have a material adverse effect on Buyer or materially impair Buyer’s ability to consummate the transactions contemplated by, and to discharge its obligations under, give rise to this Agreement and the Related Agreements. (b) The execution, delivery and performance by Buyer of this Agreement and its Related Agreements and the consummation of the transactions contemplated hereby and thereby will not require any filing or modify any right or obligation under (whether or not in combination with any other event or circumstance)registration by Buyer with, or conflict withnotice by Buyer to, breach or constitute a default under (in each case authorization, qualification, consent, order or approval or other action with or without notice, the passage of time or both)respect to Buyer by, any CLO Management Agreement Governmental Authority; provided, however, that no representation or CLO Issuer Operative Documentwarranty is made with respect to filings, in each caseregistrations, in any material respectnotices, (C) do authorizations, qualifications, consents, orders, approvals or actions that, if not result in made or obtained, would not materially impair Buyer’s ability to consummate the creation or imposition of any material Lien on any part of the Assets, (D) do not violate any Order binding on Seller or any part of its properties or assetstransactions contemplated by, and (E) do not otherwise require any material Governmental Approvals or any material Third Party Consentsto discharge its obligations under, in each case, other than this Agreement and the Seller ConsentsRelated Agreements.

Non-Contravention; Consents and Approvals. Except as set forth in Section 3.5 of the Company Disclosure Schedules: (a) The execution and Delivery delivery of this Agreement by each of Seller and GECC and the Ancillary Documents to which it is a party, the consummation by such Person of the Transactionsdoes not, and the performance consummation of the transactions contemplated by such Person of its obligations hereunder and thereunder, except for such Consents required for the “assignment” (or deemed assignment) by Seller of each CLO Management this Agreement and CLO Collateral Administration compliance with the provisions of this Agreement under the Investment Advisers Actwill not, the CLO Management Agreements, and the CLO Collateral Administration Agreements, which shall be obtained prior to the applicable Closing: (i) do not violate conflict with the Charter Documents of any provision of the CLO Issuer Operative Documents or the Constituent Documents of Seller or GECC; and Company Entities, (ii)(Aii) do not conflict result in any material respect breach, violation or default (with or violate any applicable Law without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any Governmental Authority having jurisdiction over Seller obligation or GECC right of a third party or loss of a benefit under, or result in the creation of any part Lien upon any of the properties or assets of Seller any of the Company Entities under, any Material Contract, Significant Royalty Agreement or Lease or (including iii) subject to the Assetsgovernmental filings and other matters referred to in Section 3.5(b), (B) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without noticeviolate any judgment, the passage of time order, decree or both), Law applicable to any CLO Management Agreement or CLO Issuer Operative Document, in each case, in any material respect, (C) do not result in the creation or imposition of any material Lien on any part of the Assets, (D) do not violate any Order binding on Seller Company Entities or any part of its their respective properties or assets, other than, in the case of clauses (ii) and (Eiii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement. (b) do not otherwise require No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any material Governmental Approvals Entity or any material Third Party Consentsstock exchange is required by the Company in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except for: (i) the filing with the SEC of (A) the Proxy Statement, and (B) such reports under Section 13(a) or 15(d) or such other applicable sections of the Exchange Act, as may be required in each caseconnection with this Agreement and the transactions contemplated hereby; (ii) the filing of the Articles of Merger with the Secretary of State of the State of Tennessee; (iii) the filing of a premerger notification and report form by the Company under the HSR Act; (iv) notifications to the NYSE; and (v) such other consents, other than approvals, orders or authorizations the Seller Consentsfailure of which to be made or obtained, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement.

Non-Contravention; Consents and Approvals. (a) The execution execution, delivery and Delivery performance by Seller of this Agreement by each of Seller and GECC its Related Agreements and the Ancillary Documents to which it is a party, the consummation by such Person of the Transactions, transactions contemplated hereby and the performance by such Person of its obligations hereunder and thereunder, except for such Consents required for the “assignment” (or deemed assignment) by Seller of each CLO Management Agreement and CLO Collateral Administration Agreement under the Investment Advisers Act, the CLO Management Agreements, and the CLO Collateral Administration Agreements, which shall be obtained prior to the applicable Closing: thereby will not (i) do not violate any provision of Law to which Seller is subject; (ii) violate or conflict with the CLO Issuer Operative Documents or the Constituent Governing Documents of Seller or GECCSeller; and (ii)(Aiii) do not conflict in any material except with respect with or violate any applicable Law of any Governmental Authority having jurisdiction over Seller or GECC or any part of the properties or assets of Seller (including the Assets), (B) do not require the Consent of any Person under, violateto Permitted Liens, result in the termination or acceleration of or creation of any right Lien upon any of the assets or properties of Seller; or (iv) violate or result in a breach or default under any material Contract to which Seller is a party; provided, however, that no representation or warranty is made in the foregoing clauses (i), (iii) and (iv) with respect to matters that would not have a Material Adverse Effect or materially impair or materially delay Seller’s or the Company’s ability to consummate the transactions contemplated by, and to discharge its obligations under, give rise to this Agreement and its Related Agreements. (b) Except for (i) the Antitrust Approvals, (ii) the Required Regulatory Approvals and (iii) as set forth in Schedule 3.3(b) of the Disclosure Schedule, the execution, delivery and performance by Seller of this Agreement and its Related Agreements and the consummation of the transactions contemplated hereby and thereby will not require any report or modify any right other filing or obligation under (whether or not in combination with any other event or circumstance)registration by Seller with, or conflict withnotice by Seller to, breach or constitute a default under (in each case authorization, qualification, consent, order or approval or other action with or without notice, the passage of time or both)respect to Seller by, any CLO Management Agreement Governmental Authority; provided, however, that no representation or CLO Issuer Operative Documentwarranty is made with respect to filings, in each caseregistrations, in any material respectnotices, (C) do authorizations, qualifications, consents, orders, approvals or actions that, if not result in made or obtained, would not have a Material Adverse Effect or materially impair or materially delay the creation or imposition ability of any material Lien on any part of the Assets, (D) do not violate any Order binding on Seller or any part of its properties or assetsthe Company to consummate the transactions contemplated by, and (E) do not otherwise require any material Governmental Approvals or any material Third Party Consentsto discharge its obligations under, in each case, other than the Seller Consentsthis Agreement and its Related Agreements.

Non-Contravention; Consents and Approvals. (a) The execution execution, delivery and Delivery performance by such Seller of this Agreement by each of Seller and GECC and the Ancillary Documents Related Agreements to which it such Seller is a party, party and the consummation by such Person of the Transactions, transactions contemplated hereby and the performance by such Person of its obligations hereunder and thereunder, except for such Consents required for the “assignment” (or deemed assignment) by Seller of each CLO Management Agreement and CLO Collateral Administration Agreement under the Investment Advisers Act, the CLO Management Agreements, and the CLO Collateral Administration Agreements, which shall be obtained prior to the applicable Closing: thereby will not (i) do not violate any provision of the CLO Issuer Operative Documents or the Constituent Documents of Seller or GECC; and (ii)(A) do not conflict in any material respect with or violate any applicable Law of any Governmental Authority having jurisdiction over Seller or GECC or any part of the properties or assets of Seller (including the Assets), (B) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any CLO Management Agreement or CLO Issuer Operative Document, in each case, in any material respect, any Law to which such Seller or any of its properties or assets are subject; (Cii) do not except as set forth in Schedule 3.3(a) of the Disclosure Schedule, violate or result in a breach or default (or give rise to any right of termination, cancellation or acceleration), with or without the giving of notice, the lapse of time, or both, under any material Contract to which such Seller is a party; or (iii) result in the creation or imposition of any material Lien on upon any part of the Assetsassets or properties of such Seller. (b) Except for Antitrust Approvals, (D) do the execution, delivery and performance by such Seller of this Agreement and the Related Agreements to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby will not violate require any Order binding on filing or registration by such Seller with, or notice by such Seller to, or authorization, qualification, consent, order or approval or other action with respect to such Seller by, any Governmental Authority; provided, however, that no representation or warranty is made with respect to filings, registrations, notices, authorizations, qualifications, consents, orders, approvals or actions that, if not made or obtained, would not reasonably be expected to be material to the Companies, taken as a whole, or materially impair the ability of such Seller or any part of its properties or assetsthe Companies to consummate the transactions contemplated by, and (E) do not otherwise require any material Governmental Approvals or any material Third Party Consentsto discharge their respective obligations under, in each case, other than this Agreement and the Seller ConsentsRelated Agreements.

Non-Contravention; Consents and Approvals. The execution (a) Except for the Antitrust Approvals and Delivery the Required Regulatory Approvals, the execution, delivery and performance by Buyer of this Agreement by each of Seller and GECC its Related Agreements and the Ancillary Documents to which it is a party, the consummation by such Person of the Transactions, transactions contemplated hereby and the performance by such Person of its obligations hereunder and thereunder, except for such Consents required for the “assignment” (or deemed assignment) by Seller of each CLO Management Agreement and CLO Collateral Administration Agreement under the Investment Advisers Act, the CLO Management Agreements, and the CLO Collateral Administration Agreements, which shall be obtained prior to the applicable Closing: thereby will not (i) do not violate any provision of Law to which Buyer is subject; (ii) violate or conflict with the CLO Issuer Operative Documents or the Constituent Governing Documents of Seller or GECCBuyer; and (ii)(Aiii) do not conflict in any material except with respect with or violate any applicable Law of any Governmental Authority having jurisdiction over Seller or GECC or any part of the properties or assets of Seller (including the Assets), (B) do not require the Consent of any Person under, violateto Permitted Liens, result in the termination or acceleration of or creation of any right Lien upon any of the assets or properties of Buyer; or (iv) violate or result in a breach or default under any material Contract to which Buyer is a party; provided, however, that no representation or warranty is made in the foregoing clauses (i), (iii) and (iv) with respect to matters that would not have a material adverse effect on Buyer or materially impair Buyer’s ability to consummate the transactions contemplated by, and to discharge its obligations under, give rise to this Agreement and its Related Agreements. (b) Except for the Antitrust Approvals and the Required Regulatory Approvals, the execution, delivery and performance by Buyer of this Agreement and its Related Agreements and the consummation of the transactions contemplated hereby and thereby will not require any filing or modify any right or obligation under (whether or not in combination with any other event or circumstance)registration by Buyer with, or conflict withnotice by Buyer to, breach or constitute a default under (in each case authorization, qualification, consent, order or approval or other action with or without notice, the passage of time or both)respect to Buyer by, any CLO Management Agreement Governmental Authority; provided, however, that no representation or CLO Issuer Operative Documentwarranty is made with respect to filings, in each caseregistrations, in any notices, authorizations, qualifications, consents, orders, approvals or actions that, if not made or obtained, would not have a material respect, (C) do not result in adverse effect on Buyer or materially impair Buyer’s ability to consummate the creation or imposition of any material Lien on any part of the Assets, (D) do not violate any Order binding on Seller or any part of its properties or assetstransactions contemplated by, and (E) do not otherwise require any material Governmental Approvals or any material Third Party Consentsto discharge its obligations under, in each case, other than the Seller Consentsthis Agreement and its Related Agreements.

Non-Contravention; Consents and Approvals. (a) The execution execution, delivery and Delivery performance by each Seller of this Agreement by each of Seller and GECC its Related Agreements and the Ancillary Documents to which it is a party, the consummation by such Person of the Transactions, transactions contemplated hereby and the performance by such Person of its obligations hereunder and thereunder, except for such Consents required for the “assignment” (or deemed assignment) by Seller of each CLO Management Agreement and CLO Collateral Administration Agreement under the Investment Advisers Act, the CLO Management Agreements, and the CLO Collateral Administration Agreements, which shall be obtained prior to the applicable Closing: thereby will not (i) do not violate any provision of Law to which such Seller is subject; (ii) violate or conflict with the CLO Issuer Operative Documents or the Constituent Governing Documents of such Seller (if applicable); (iii) violate or GECC; and (ii)(A) do not conflict in with any material respect with or violate any applicable Law of any Governmental Authority having jurisdiction over Contract to which such Seller or GECC is a party or any part of the its properties or assets is subject; or (iv) result in (A) the creation of Seller (including any Lien on the Assets), Interests or (B) do not require the Consent of any Person under, violateexcept with respect to Permitted Liens, result in the termination or acceleration of or creation of any right Lien upon any of the other assets or properties of such Seller; provided, however, that no representation or warranty is made in the foregoing clauses (iii) and (iv)(B) with respect to matters that would not have a material adverse effect on such Seller or materially impair such Sellers’ ability to consummate the transactions contemplated by, and to discharge its obligations under, give rise this Agreement and the Related Agreements. If such Seller is a trust, no beneficiary of such Seller will have the right to challenge any of the transactions contemplated hereby or modify any right or obligation under by its Related Agreements. (whether or not b) Except as set forth in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without noticeSchedule 3.3(b) of the Disclosure Schedule, the passage execution, delivery and performance by each Seller of time or both), any CLO Management this Agreement or CLO Issuer Operative Document, in each case, in any material respect, (C) do not result in and its Related Agreements and the creation or imposition of any material Lien on any part consummation of the Assets, (D) do transactions contemplated hereby and thereby will not violate any Order binding on Seller or any part of its properties or assets, and (E) do not otherwise require any material filing or registration by such Seller with, or material notice by such Seller to, or material authorization, qualification, consent, order or approval or other action with respect to such Seller by, any Governmental Approvals Authority or any material Third Party Consents, in each case, other than the Seller Consentsthird party.

Non-Contravention; Consents and Approvals. (a) The execution execution, delivery and Delivery performance by Buyer of this Agreement by each of Seller and GECC its Related Agreements and the Ancillary Documents consummation of the transactions contemplated hereby and thereby will not (i) violate any Law to which it Buyer or any of its properties or assets are subject; (ii) violate or conflict with the Governing Documents of Buyer; (iii) violate or result in a breach or default (or give rise to any right of termination, cancellation or acceleration), with or without the giving of notice, the lapse of time, or both, under any material Contract to which Buyer is a party, ; or (iv) except with respect to a Lien on the consummation Equity Securities to be granted by such Person the Buyer on the Closing Date in connection with the Buyer’s financing of the Transactions, and the performance transactions contemplated by such Person of its obligations hereunder and thereunder, except for such Consents required for the “assignment” (or deemed assignment) by Seller of each CLO Management Agreement and CLO Collateral Administration Agreement under the Investment Advisers Act, the CLO Management Agreements, and the CLO Collateral Administration Agreements, which shall be obtained prior to the applicable Closing: (i) do not violate any provision of the CLO Issuer Operative Documents or the Constituent Documents of Seller or GECC; and (ii)(A) do not conflict in any material respect with or violate any applicable Law of any Governmental Authority having jurisdiction over Seller or GECC or any part of the properties or assets of Seller (including the Assets), (B) do not require the Consent of any Person under, violatethis Agreement, result in the termination or acceleration of or creation of any right Lien upon any of the assets or properties of Buyer. (b) Except for the Antitrust Approvals, the execution, delivery and performance by Buyer of this Agreement and its Related Agreements and the consummation of the transactions contemplated hereby and thereby will not require any filing or registration by Buyer with, or notice by Buyer to, or authorization, qualification, consent, order or approval or other action with respect to Buyer by, any Governmental Authority; provided, however, that no representation or warranty is made with respect to filings, registrations, notices, authorizations, qualifications, consents, orders, approvals or actions that, if not made or obtained, will not materially impair Buyer’s ability to consummate the transactions contemplated by, and to discharge its obligations under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, this Agreement and the passage of time or both), any CLO Management Agreement or CLO Issuer Operative Document, in each case, in any material respect, (C) do not result in the creation or imposition of any material Lien on any part of the Assets, (D) do not violate any Order binding on Seller or any part of its properties or assets, and (E) do not otherwise require any material Governmental Approvals or any material Third Party Consents, in each case, other than the Seller ConsentsRelated Agreements.