Common use of Authorization; No Conflict Clause in Contracts

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document and each Asset Purchase Document to which it is a party, Borrower is duly authorized to borrow monies hereunder, the granting of the security interests pursuant to the Collateral Documents is within the corporate purposes of Borrower and each other Loan Party, and each of Borrower and each other Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party and its obligations under each Asset Purchase Document to which it is a party. The execution, delivery and performance by Borrower of this Agreement and by each of Borrower and each Loan Party of each Loan Document to which it is a party and each Asset Purchase Document to which it is a party, and the borrowings by Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than (i) any consent or approval which has been obtained and is in full force and effect, (ii) recordings and filings in connection with the Liens granted to the Agent under the Collateral Documents and (iii) with respect to Marketing Authorizations (as defined in the Asset Purchase Agreement) to be obtained after the Closing Date in accordance with the terms of the Asset Purchase Agreement), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement or other organizational documents of any Group Member or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Group Member or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrower or any other Group Member (other than Liens in favor of Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document and each Asset Purchase Document to which it is a party, the Borrower is duly authorized to borrow monies hereunder, the granting of the security interests pursuant to the Collateral Documents is within the corporate purposes of the Borrower and each other Loan PartyParty party thereto, and each of the Borrower and each other Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party and its obligations under each Asset Purchase Document to which it is a party. The execution, delivery and performance by the Borrower of this Agreement and by each of the Borrower and each Loan Party of each Loan Document to which it is a party and each Asset Purchase Document to which it is a party, and the borrowings by the Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority Governmental Authority (other than (i) any consent or approval which has been obtained and is in full force and effect, effect and (ii) recordings and filings in connection with the Liens granted to the Agent under the Collateral Documents and (iii) with respect to Marketing Authorizations (as defined in the Asset Purchase Agreement) to be obtained after the Closing Date in accordance with the terms of the Asset Purchase AgreementDocuments), (b) conflict with (i) any provision of applicable lawApplicable Law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement or other organizational documents of any Group Member Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Group Member Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Borrower or any other Group Member Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of Borrower and each other Loan Party and the Parent is duly authorized to execute and deliver each Loan Document and each Asset Purchase Document to which it is a party, Borrower the Company is duly authorized to borrow monies hereunder, the granting of the security interests pursuant to the Collateral Documents is within the corporate purposes of Borrower hereunder and each other Loan Party, and each of Borrower and each other Loan Party and the Parent is duly authorized to perform its Obligations under each Loan Document to which it is a party and its obligations under each Asset Purchase Document to which it is a party. The execution, delivery and performance by Borrower of this Agreement and by each of Borrower and each Loan Party and the Parent of each Loan Document to which it is a party and each Asset Purchase Document to which it is a party, and the borrowings by Borrower hereunderthe Company of the Loans, do not and will not not, with respect to each Loan Party: (a) require any consent or approval of of, or any governmental agency or authority filing with, any Governmental Authority (other than (i) any consent or approval which already has been obtained and is in full force and effect, or any action or filing which has been taken), except for (i) certain filings to establish and perfect the Liens in favor of the Administrative Agent, (ii) recordings filing of certain of the Loan Documents with any Governmental Authority, (iii) any State Regulatory Agency or any other Governmental Authority authorizations and filings required from time to time in the ordinary course of business of the Loan Parties, and (iv) for any State Regulatory Agency or any other Governmental Authority approvals in connection with the Liens granted to the Agent exercise of certain rights or remedies under the Collateral Documents and (iii) with respect to Marketing Authorizations (as defined in the Asset Purchase Agreement) to be obtained after the Closing Date in accordance with the terms of the Asset Purchase Agreement), Loan Documents; (b) conflict with (i) contravene any provision of applicable law, (ii) contravene or result in a default under the charter, by-laws, limited liability company agreement, partnership agreement or other organizational documents of any Group Member Loan Party or the Parent or any of the Equity Documents, or (iii) violate, conflict with, or result in a breach of any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Group Member Loan Party or the Parent or any of their respective properties properties, or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrower or any other Group Member (Loan Party, other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document and each Asset Purchase Document to which it is a party, Borrower is duly authorized to borrow monies hereunder, hereunder and to issue the granting of Financing Unit Warrants and the security interests pursuant to the Collateral Documents is within the corporate purposes of Borrower and each other Loan Party& Backstop Warrants, and each of Borrower Loan Party and each other Loan Party of its Subsidiaries is duly authorized to perform its Obligations obligations under each Loan Document to which it is a party and its obligations and, in the case of Borrower, under each Asset Purchase Document to which it is a partyFinancing Unit Warrant and Loan & Backstop Warrant. The execution, delivery and performance by Borrower of this Agreement and by each of Borrower and each Loan Party and each of its Subsidiaries of each Loan Document to which it is a party and each Asset Purchase Document to which it is a party, and the borrowings by Borrower hereunder, and the issuance by Borrower of the Loan & Backstop Warrants and the Financing Unit Warrants, do not and will not (a) require any consent or approval of any governmental agency or authority (other than (i) any consent or approval which has been obtained and is in full force and effect, (ii) recordings and filings in connection with the Liens granted to the Agent under the Collateral Documents and (iii) with respect to Marketing Authorizations (as defined in the Asset Purchase Agreement) to be obtained after the Closing Date in accordance with the terms of the Asset Purchase Agreement), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement or other organizational documents Organizational Documents of any Group Member Loan Party and any of their respective Subsidiaries (subject, in the case of the Financing Unit Warrants, to receipt of Stockholder Approval for the issuance of the shares of Common Stock underlying the Financing Unit Warrants) or (iii) in any material respect, any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Group Member Loan Party and any of its Subsidiaries or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrower or any other Group Member Loan Party (other than Liens in favor of Administrative Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of Borrower All necessary and appropriate action has been taken by each Loan Party in order to, and each other Loan Party has full power, right and authority, and is duly authorized authorized, to execute and deliver each Loan Document and each Asset Purchase Document to which it is a party, Borrower is duly authorized to borrow monies hereunder, the granting of the security interests pursuant to the Collateral Documents is within the corporate purposes of Borrower party and each other Loan Party, and each of Borrower and each other Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party party, and its obligations under each Asset Purchase Document Borrower is duly authorized to which it is a partyborrow monies hereunder. The execution, delivery and performance by Borrower of this Agreement and by each of Borrower and each Loan Party of each Loan Document to which it is a party and each Asset Purchase Document to which it is a party, and the borrowings by Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than (i) the filing of a Form B amendment pursuant to the Arkansas Insurance Holding Company Regulatory Act which has been previously completed, and any consent or approval which has been obtained and previously obtained, each of which is in full force and effect, (ii) recordings and filings in connection with the Liens granted to the Agent under the Collateral Documents and (iii) with respect to Marketing Authorizations (as defined in the Asset Purchase Agreement) to be obtained after the Closing Date in accordance with the terms of the Asset Purchase Agreement), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership operating agreement or other organizational documents of any Group Member Loan Party or any Subsidiary of any Loan Party or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Group Member Loan Party or any Subsidiary of any Loan Party or any of their respective properties properties, except with respect to (i) and (iii) to the extent such conflict could not reasonably be expected to have a Material Adverse Effect, or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrower any Loan Party or any other Group Member Subsidiary of any Loan Party (other than Liens in favor of Agent Lender created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document and each Asset Purchase Document to which it is a party, the Borrower is duly authorized to borrow monies hereunder, the granting of the security interests pursuant to the Collateral Documents is within the corporate purposes of the Borrower and each other Loan PartyParty party thereto, and each of the Borrower and each other Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party and its obligations under each Asset Purchase Document to which it is a party. The execution, delivery and performance by Holdings and the Borrower of this Agreement and by each of Holdings, the Borrower and each Loan Party of each Loan Document to which it is a party and each Asset Purchase Document to which it is a party, and the borrowings by the Borrower hereunder, do not and will not (a) require any consent or approval of of, or registration or filing with or any governmental agency or authority other action by, any Governmental Authority (other than (i) any consent or approval which has been obtained and is in full force and effect, effect and (ii) recordings and filings in connection with the Liens granted to the Agent under the Collateral Documents and (iii) with respect to Marketing Authorizations (as defined in the Asset Purchase Agreement) to be obtained after the Closing Date in accordance with the terms of the Asset Purchase AgreementDocuments), (b) conflict with (i) any provision of applicable lawmaterial Applicable Law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement or other organizational documents of any Group Member Loan Party or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Group Member Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Borrower or any other Group Member Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Borrower has the requisite corporate power to, and is duly authorized to, borrow monies hereunder. Each of Borrower and each other Loan Party has the requisite corporate or equivalent power to, and is duly authorized authorized, (v) to own, pledge, mortgage and operate its properties, (w) to lease any properties it operates under lease, (x) to conduct its business as presently conducted, (y) to execute and deliver each Loan Document and each Asset Purchase Document Related Agreement to which it is a party, Borrower is duly authorized to borrow monies hereunder, the granting of the security interests pursuant to the Collateral Documents is within the corporate purposes of Borrower and each other Loan Party, and each of Borrower and each other Loan Party is duly authorized (z) to perform its Obligations under each Loan Document to which it is a party and its obligations under each Asset Purchase Document Related Agreement to which it is a party. The execution, delivery and performance by Borrower of this Agreement and by each of Borrower and each other Loan Party of each Loan Document to which it is a party and each Asset Purchase Document to which it is a party, and the borrowings by Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than (i) any consent or approval which has been obtained and is in full force and effect, (ii) recordings and filings in connection with the Liens granted to the Agent under the Collateral Documents and (iii) with respect to Marketing Authorizations (as defined in the Asset Purchase Agreement) to be obtained after the Closing Date in accordance with the terms of the Asset Purchase Agreement), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement laws or other organizational documents of Borrower or any Group Member other Loan Party or (iii) except as set forth on Schedule 5.2, any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon Borrower or any Group Member other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrower Borrower, any Subsidiary or any other Group Member Loan Party (other than Liens in favor of Second Lien Agent created pursuant to the Collateral Documents and Liens in favor of the First Lien Agent created pursuant to the First Lien Debt Documents) in each case of the foregoing clauses (a), (b) and (c), except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document and each Asset Purchase Investment Document to which it is a party, the Borrower is duly authorized to borrow monies hereunder, the granting of the security interests pursuant to the Collateral Documents is within the corporate or organizational purposes of the Borrower and each other Loan PartyParty party thereto, and each of the Borrower and each other Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party and its obligations under each Asset Purchase Investment Document to which it is a party. The execution, delivery and performance by the Borrower of this Agreement and by each of the Borrower and each Loan Party of each Loan Investment Document to which it is a party the Borrower and each Asset Purchase Document to which it such Loan Party, as applicable, is a party, and the borrowings by the Borrower hereunder, do not and will not (a) require any consent or approval of of, or registration or filing with or any governmental agency or authority other action by, any Governmental Authority (other than (i) any consent or approval which has been obtained and is in full force and effect, effect and (ii) recordings recordings, registrations, and filings in connection with the Liens granted to the Agent under the Collateral Documents and (iii) with respect to Marketing Authorizations (as defined in the Asset Purchase Agreement) to be obtained after the Closing Date in accordance with the terms of the Asset Purchase AgreementDocuments), (b) conflict with (i) any provision of applicable lawApplicable Law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement or other organizational documents of any Group Member Loan Party or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Group Member Loan Party or any of their such Loan Party’s respective properties (including any Key Agreement) or (c) require, or result in, the creation or imposition of any Lien on any asset of the Borrower or any other Group Member Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each of the Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document and each Asset Purchase Document to which it is a party, the Borrower is duly authorized to borrow monies hereunder, the granting of the security interests pursuant to the Collateral Documents is within the corporate purposes of the Borrower and each other Loan PartyParty party thereto, and each of the Borrower and each other Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party and its obligations under each Asset Purchase Document to which it is a party. The execution, delivery and performance by the Borrower of this Agreement and by each of the Holders, the Borrower and each Loan Party of each Loan Document to which it is a party and each Asset Purchase Document to which it is a party, and the borrowings by the Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority Governmental Authority (other than (i) any consent or approval which has been obtained and is in full force and effect, effect and (ii) recordings and filings in connection with the Liens granted to the Agent under the Collateral Documents and (iii) with respect to Marketing Authorizations (as defined in the Asset Purchase Agreement) to be obtained after the Closing Date in accordance with the terms of the Asset Purchase AgreementDocuments), (b) conflict with (i) any provision of applicable lawApplicable Law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement or other organizational documents of any Group Member Loan Party or (iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon the Holders or any Group Member Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Holders, the Borrower or any other Group Member Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Borrower has the requisite corporate power to, and is duly authorized to, borrow monies hereunder. Each of Borrower and each other Loan Party has the requisite corporate or equivalent power to, and is duly authorized authorized, (v) to own, pledge, mortgage and operate its properties, (w) to lease any properties it operates under lease, (x) to conduct its business as presently conducted, (y) to execute and deliver each Loan Document and each Asset Purchase Document Related Agreement to which it is a party, Borrower is duly authorized to borrow monies hereunder, the granting of the security interests pursuant to the Collateral Documents is within the corporate purposes of Borrower and each other Loan Party, and each of Borrower and each other Loan Party is duly authorized (z) to perform its Obligations under each Loan Document to which it is a party and its obligations under each Asset Purchase Document Related Agreement to which it is a party. The execution, delivery and performance by Borrower of this Agreement and by each of Borrower and each other Loan Party of each Loan Document to which it is a party and each Asset Purchase Document to which it is a party, and the borrowings by Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than (i) any consent or approval which has been obtained and is in full force and effect, (ii) recordings and filings in connection with the Liens granted to the Agent under the Collateral Documents and (iii) with respect to Marketing Authorizations (as defined in the Asset Purchase Agreement) to be obtained after the Closing Date in accordance with the terms of the Asset Purchase Agreement), (b) conflict with (i) any provision of applicable law, (ii) the charter, by-laws, limited liability company agreement, partnership agreement laws or other organizational documents of Borrower or any Group Member other Loan Party or (iii) except as set forth on Schedule 5.2, any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon Borrower or any Group Member other Loan Party or any of their respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of Borrower Borrower, any Subsidiary or any other Group Member Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents and Liens in favor of the Second Lien Agent created pursuant to the Second Lien Debt Documents) in each case of the foregoing clauses (a), (b) and (c), except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Authorization; No Conflict. Each of Borrower and each other Loan Party is duly authorized to execute and deliver each Loan Document and each Asset Purchase Document to which it is a party, the Borrower is duly authorized to borrow monies hereunder, the granting of the security interests pursuant to the Collateral Documents is within the corporate purposes of the Borrower and each other Loan PartyParty party thereto, and each of the Borrower and each other Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party and its obligations under each Asset Purchase Document to which it is a party. The execution, delivery and performance by the Borrower of this Agreement and by each of the Borrower and each Loan Party of each Loan Document to which it is a party the Borrower and each Asset Purchase Document to which it such Loan Party, as applicable, is a party, and the borrowings by the Borrower hereunder, do not and will not (a) require any consent or approval of of, or registration or filing with or any governmental agency or authority other action by, any Governmental Authority (other than (i) any consent or approval which has been obtained and is in full force and effect, effect and (ii) recordings and filings in connection with the Liens granted to the Agent under the Collateral Documents and (iii) with respect to Marketing Authorizations (as defined in the Asset Purchase Agreement) to be obtained after the Closing Date in accordance with the terms of the Asset Purchase AgreementDocuments), (b) conflict with (i) any provision of applicable lawApplicable Law in any material respect, (ii) the charter, by-laws, limited liability company agreement, partnership agreement or other organizational documents of any Group Member Loan Party or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Group Member Loan Party or any of their such Loan Party’s respective properties or (c) require, or result in, the creation or imposition of any Lien on any asset of the Borrower or any other Group Member Loan Party (other than Liens in favor of the Agent created pursuant to the Collateral Documents).

Authorization; No Conflict. Each (a) The execution and -------------------------- delivery by the Company of Borrower this Agreement and each other Loan Party is duly authorized to execute and deliver each Loan Document and each Asset Purchase Document to which it is a party, Borrower is duly authorized to borrow monies the borrowings hereunder, and the granting performance by the Company of the security interests pursuant to the Collateral Documents is within the corporate purposes of Borrower and each other Loan Party, and each of Borrower and each other Loan Party is duly authorized to perform its Obligations obligations under each Loan Document to which it is a party are within the corporate powers of the Company, have been duly authorized by all necessary corporate action on the part of the Company (including any necessary stockholder action), have received all necessary governmental approval (if any shall be required), and do not and will not (i) violate any provision of law or any order, decree or judgment of any court or other government authority or agency which is binding on the Company, (ii) contravene or conflict with, or result in a breach of, any provision of the Articles of Incorporation, Bylaws or other organizational documents of the Company or of any material agreement, indenture, instrument or other document which is binding on the Company or any other Loan Party (copies of which, including any amendments, supplements or modifications thereof, have been delivered to the Agent) or (iii) result in, or require, the creation or imposition of any Lien on any property of the Company or any other Loan Party (except Liens in favor of the Agent and the Banks as provided in this Agreement), except in those instances in which such violation or breach would not be reasonably expected to materially adversely affect either (i) the financial condition, operations, assets, business, properties or, to the knowledge of the Company, prospects of the Company and its Subsidiaries taken as a whole or (ii) the ability of the Loan Parties to perform their obligations under each Asset Purchase Document to which it is a party. the Loan Documents. (b) The execution, execution and delivery and performance by Borrower of this Agreement and by each of Borrower and each Loan Party other than the Company of each Loan Document to which it is a party and the performance by such Loan Party of its obligations under each Asset Purchase Loan Document to which it is a partyparty are within the corporate powers of such Loan Party, have been duly authorized by all necessary corporate action on the part of such Loan Party (including any necessary stockholder action), have received all necessary governmental approval (if any shall be required), and the borrowings by Borrower hereunder, do not and will not (ai) require violate any consent provision of law or approval any order, decree or judgment of any governmental court or other government authority or agency or authority (other than (i) any consent or approval which has been obtained and is in full force and effectbinding on such Loan Party, (ii) recordings and filings contravene or conflict with, or result in connection with the Liens granted to the Agent under the Collateral Documents and (iii) with respect to Marketing Authorizations (as defined in the Asset Purchase Agreement) to be obtained after the Closing Date in accordance with the terms of the Asset Purchase Agreement)a breach of, (b) conflict with (i) any provision of applicable lawthe Articles or Certificate of Incorporation, (ii) the charter, by-laws, limited liability company agreement, partnership agreement Bylaws or other organizational documents of such Loan Party or of any Group Member or (iii) any material agreement, indenture, instrument or other document, or any judgment, order or decree, document which is binding upon any Group Member on the Company or any other Loan Party (copies of their respective properties which, including any amendments, supplements or modifications thereof, have been delivered to the Agent) or (ciii) requireresult in, or result inrequire, the creation or imposition of any Lien on any asset property of Borrower the Company or any other Group Member Loan Party (other than except Liens in favor of the Agent created pursuant and the Banks as provided in this Agreement), except in those instances in which such violation or breach would not be reasonably expected to materially adversely affect either (A) the financial condition, operations, assets, business, properties or, to the Collateral knowledge of the Company, prospects of the Company and its Subsidiaries taken as a whole or (B) the ability of the Loan Parties to perform their obligations under the Loan Documents).