No adverse consequences. (a) It is not necessary under the laws of its Relevant Jurisdictions:
(i) in order to enable any Finance Party to enforce its rights under any Finance Document; or
(ii) by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document, that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of its Relevant Jurisdictions.
(b) No Finance Party is or will be deemed to be resident, domiciled or carrying on business in its Relevant Jurisdictions by reason only of the execution, performance and/or enforcement of any Finance Document.
No adverse consequences. (a) It is not necessary under the laws of its jurisdiction of incorporation:
(i) in order to enable any Finance Party to enforce its rights under any Finance Document; or
(ii) by reason of the entry into of any Finance Document or the performance by it of its obligations under any Finance Document, that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in its jurisdiction of incorporation; and
(b) no Finance Party is or will be deemed to be resident, domiciled or carrying on business in its jurisdiction of incorporation by reason only of the entry into, performance and/or enforcement of any Finance Document.
No adverse consequences. (a) It is not necessary under the laws of the Relevant Jurisdictions of any of the Security Parties:
(i) in order to enable any Finance Party to enforce its rights under any Finance Document; or
(ii) by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document, that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of the Relevant Jurisdictions of any of the Security Parties.
(b) No Finance Party is or will be deemed to be resident, domiciled or carrying on business in any of the Relevant Jurisdictions of any of the Security Parties by reason only of the execution, performance and/or enforcement of any Finance Document.
No adverse consequences. 19.25.1 It is not necessary under the laws of its jurisdiction of incorporation of that Obligor that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in that jurisdiction:
(a) in order to enable any Finance Party to enforce its rights under any Finance Document; or
(b) by reason of any Finance Party having entered into of any Finance Document or the performance by it of its obligations under any Finance Document.
19.25.2 No Finance Party is or will be deemed to be resident, domiciled or carrying on business in the jurisdiction of incorporation of an Obligor by reason only of the entry into, performance and/or enforcement of any Finance Document.
No adverse consequences. 19.7.1 It is not necessary under the laws of the any Obligor’s Relevant Jurisdiction that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in that jurisdiction:
(a) in order to enable any Finance Party to enforce its rights under any Finance Document; or
(b) by reason of any Finance Party having entered into any Finance Document or the performance by it of its obligations under any Finance Document.
19.7.2 As at the date of this Agreement, the Closing Date and the Utilisation Date, no Finance Party is or will be deemed to be resident, domiciled or carrying on business in the Relevant Jurisdiction of either Borrower by reason only of the entry into, performance and/or enforcement of any Finance Document.
No adverse consequences. Save as otherwise identified in any legal opinion delivered to the Agent under clause 4.1 (Initial conditions precedent):
18.24.1 it is not necessary under the laws of the Relevant Jurisdictions of any Obligor:
(a) in order to enable any Finance Party to enforce its rights under any Finance Document to which it is, or is to be, a party; or
(b) by reason of the execution of any Finance Document or the performance by any Obligor of its obligations under any Finance Document to which it is, or is to be, a party, that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of such Relevant Jurisdictions; and
18.24.2 no Finance Party is or will be deemed to be resident, domiciled or carrying on business in any Relevant Jurisdiction by reason only of the execution, performance and/or enforcement of any Finance Document.
No adverse consequences. (a) It is not necessary under the laws of its jurisdiction of incorporation:
(i) in order to enable the Facility Agent to enforce its rights under any Finance Document; or
(ii) by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document, that the Facility Agent should be licensed, qualified or otherwise entitled to carry on business in its jurisdiction of incorporation; and
(b) The Facility Agent will not be deemed to be resident, domiciled or carrying on business in its jurisdiction of incorporation by reason only of the execution, performance and/or enforcement of any Finance Document.
No adverse consequences. 20.28.1 It is not necessary under the laws of its Relevant Jurisdictions:
(a) in order to enable any Finance Party to enforce its rights under any Finance Document; or
(b) by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document, that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of its Relevant Jurisdictions.
20.28.2 No Finance Party is or will be deemed to be resident, domiciled or carrying on business in its Relevant Jurisdictions by reason only of the execution, performance and/or enforcement of any Finance Document.
No adverse consequences. Neither the execution and delivery of this Agreement by ESI nor the consummation of the transactions contemplated by this Agreement will (a) result in the creation or imposition of any lien, charge, encumbrance or restriction on any of the assets or properties of ESI or any subsidiary of ESI, (b) violate any provision of the Articles of Incorporation or Bylaws of ESI or any subsidiary of ESI, (c) violate any statute, judgment, order, injunction, decree, rule, regulation, or ruling of any Governmental Entity applicable to ESI or any subsidiary of ESI, or (d) either alone or with the giving of notice or the passage of time or both, conflict with, constitute grounds for termination of, accelerate the performance required by, accelerate the maturity of any indebtedness or obligation under, result in the breach of the terms, conditions, or provisions of, or constitute a default under any mortgage, deed of trust, indenture, note, bond, lease, license, permit, or other agreement, instrument or obligation to which either ESI or any subsidiary of ESI is a party or by which any of them is bound.
No adverse consequences. The execution, delivery and performance of this Agreement by the Seller will not:
(i) result in the creation or imposition of any lien, security interest, charge or encumbrance on the seller’s assets;
(ii) violate or conflict with, or result in a breach of, any provision of the Seller’s Articles of Incorporation or Bylaws;
(iii) violate any law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to the Seller, or
(iv) conflict with, constitute grounds for termination or acceleration of, result in the breach of the terms, conditions, or provisions of, result in the loss of any benefit to the Seller under, or constitute a default under (whether by virtue of the application of a “change of control” provision or otherwise) any agreement, instrument, license or permit to which either the Seller is a party or by which the Seller is bound.
