Common use of Authorization; No Conflict Clause in Contracts

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, to borrow or guaranty monies hereunder, as applicable, and to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of this Agreement and the other Loan Documents to which it is a party, as applicable, and the transactions contemplated therein, do not and will not (a) require any consent or approval of any applicable Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law), (ii) the charter, by-laws or other organizational documents of such Loan Party or (iii) (except as it relates to the documents governing the Prior Debt, each of which will be terminated and/or paid on the Closing Date) any Material Contract, or any judgment, order or decree, which is binding upon any Loan Party or any of its properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents), except, in each case, which could not reasonably be expected to result in a material adverse effect on the ability of the Borrower and its Subsidiaries, taken as a whole, to perform their obligations hereunder.

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, to borrow or guaranty monies hereunder, as applicable, and to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party Parties of this Agreement and the other Loan Documents Document to which it is a party, as applicable, and the transactions contemplated therein, do not and will not (a) require any consent or approval of any applicable Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law), (ii) the charter, by-laws or other organizational documents of such Loan Party or (iii) (except as it relates to the documents governing the Prior Debt, each of which will be terminated and/or paid on the Closing Date) any Material Contract, or any judgment, order or decree, which is binding upon any Loan Party or any of its properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents), except, in each case, which could not reasonably be expected to result in a material adverse effect on the ability of the Borrower and its Subsidiaries, taken as a whole, to perform their obligations hereunder.

Authorization; No Conflict. (a) Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower is duly authorized to borrow or guaranty monies hereunder, as applicableunder this Agreement, and each Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. . (b) The execution, delivery delivery, and performance by each Loan Party of this Agreement and the other each Loan Documents Document to which it is a party, as applicable, and the transactions contemplated thereinborrowings by Borrower under this Agreement, do not and will not (ai) require any consent or approval of any applicable Governmental Authority governmental agency or authority (other than any consent or approval which that has been obtained and is in full force and effect), ; (bii) conflict with (iA) any provision of applicable law (including in any Health Care Law)respect that would reasonably be expected to have a Material Adverse Effect, (iiB) the charterorganizational documents or governing documents of any Loan Party, by-laws or (C) any agreement, indenture, instrument, or other organizational documents of such Loan Party or (iii) (except as it relates to the documents governing the Prior Debt, each of which will be terminated and/or paid on the Closing Date) any Material Contractdocument, or any judgment, order order, or decree, which that is binding upon any Loan Party or any of its their respective properties that would reasonably be expected to have a Material Adverse Effect; or (ciii) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of Administrative Agent created pursuant to the Collateral DocumentsDocuments or otherwise permitted under the terms of this Agreement), except, in each case, which could not reasonably be expected to result in a material adverse effect on the ability of the Borrower and its Subsidiaries, taken as a whole, to perform their obligations hereunder.

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, to borrow or guaranty monies hereunder, as applicable, and to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each the Loan Party Parties of this Agreement and the other Loan Documents Document to which it is a party, as applicable, and the transactions contemplated therein, do not and will not (a) require any consent or approval of any applicable Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law), (ii) the charter, by-laws bylaws or other organizational documents of such Loan Party or (iii) (except as it relates to the documents governing the Prior Debt, each of which will be terminated and/or paid on the Closing Date) any Material Contract, or any judgment, order or decree, which is binding upon any Loan Party or any of its properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents), except, in each case, which could not reasonably be expected to result in a material adverse effect on the ability of the Borrower and its Subsidiaries, taken as a whole, to perform their obligations hereunder.

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow or guaranty monies hereunder, as applicable, hereunder and each Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of this Agreement and the other each Loan Documents Document to which it is a party, as applicable, and the transactions contemplated thereinborrowings by the Company hereunder, do not and will not (a) require any consent or approval of any applicable Governmental Authority governmental agency or authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law), (ii) the charter, by-laws or other organizational documents of such any Loan Party or (iii) (except as it relates to the documents governing the Prior Debtany material agreement, each of which will be terminated and/or paid on the Closing Date) any Material Contractindenture, instrument or other document, or any judgment, order or decree, which is binding upon any Loan Party or any of its their respective properties or (c) require, or result in, the creation or imposition of any Lien on any material asset of any Loan Party (other than Liens in favor of the Administrative Agent created pursuant to any of the Collateral Loan Documents), except, . ) The Loan Parties are in each case, compliance in all material respects with all applicable Laws (other than Environmental Laws which could are specifically addressed herein) in all jurisdictions in which any Loan Party or Subsidiary of any Loan Party is presently or will be doing business except where the failure to do so would not reasonably be expected to result in constitute a material adverse effect on the ability of the Borrower and its Subsidiaries, taken as a whole, to perform their obligations hereunderMaterial Adverse Effect.

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, to borrow or guaranty guarantee monies hereunderthereunder, as applicable, and to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of this Agreement and the other Loan Documents to which it is a party, as applicable, and the transactions contemplated therein, do not and will not (a) require any consent or approval of any applicable Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect)) and except for the IIA Consent with respect to any charged over the IIA Funded IP, (b) conflict with (i) any provision of applicable law (including any Health Care Law), (ii) the charter, constitution, certificate of incorporation, by-laws laws, or other organizational documents of such Loan Party or (iii) (except as it relates to the documents governing the Prior Debt, each of which will be terminated and/or paid on the Closing Date) any Material Contract, or any judgment, order or decree, which is binding upon any Loan Party or any of its properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents), except, in each case, which could not reasonably . No limit on any Loan Party’s powers will be expected to exceeded as a result in a material adverse effect on the ability of the Borrower and its Subsidiariesborrowing, taken as grant of security or giving of guarantees or indemnities contemplated by the Loan Documents to which it is a whole, to perform their obligations hereunderparty.

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, to borrow or guaranty monies hereunder, as applicable, and to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of this Agreement and the other Loan Documents to which it is a party, as applicable, and the transactions contemplated therein, do not and will not (a) require any consent or approval of any applicable Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law), (ii) the charter, by-laws or other organizational documents of such Loan Party or (iii) (except as it relates to the documents governing the Prior Debt, each of which will be terminated and/or paid on the Closing Date) any Material Contract, or any judgment, order or decree, which is binding upon any Loan Party or any of its properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents), except, in each case, which could not reasonably be expected to result in a material adverse effect on the ability of the Borrower and its Subsidiaries, taken as a whole, to perform their obligations hereunder.

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower is duly authorized to borrow or guaranty monies hereunder, as applicable, hereunder and each Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of this Agreement and the other each Loan Documents Document to which it is a party, as applicable, and the transactions contemplated thereinborrowings by Borrower hereunder, do not and will not (a) require any consent or approval of any applicable Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Applicable Law), (ii) the charter, by-laws or other organizational documents of such any Loan Party or (iii) (except as it relates to the documents governing the Prior Debtany agreement, each of which will be terminated and/or paid on the Closing Date) any Material Contractindenture, instrument or other document, or any judgment, order or decree, which is binding upon any Loan Party or any of its properties Restricted Subsidiary or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party or Restricted Subsidiary (other than Liens in favor of Agent created pursuant to the Collateral Documents), exceptin the case of the foregoing clauses (a), in each case(b)(i) or (c), which could to the extent the failure to obtain such consent or approval or such conflict would not reasonably be expected to result in have a material adverse effect on the ability of the Borrower and its Subsidiaries, taken as a whole, to perform their obligations hereunderMaterial Adverse Effect.

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, the Company is duly authorized to borrow or guaranty monies hereunder, as applicable, hereunder and each Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of this Agreement and the other each Loan Documents Document to which it is a party, as applicable, and the transactions contemplated thereinborrowings by the Company hereunder, do not and will not (a) require any consent or approval of any applicable Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with any provision of (i) any provision of applicable law (including any Health Care Law)law, (ii) the charter, by-laws or other organizational documents of such any Loan Party or any of the Equity Documents (other than with respect to any conflict that has been waived or complied with) or (iii) (except as it relates to the documents governing the Prior Debtany material agreement, each of which will be terminated and/or paid on the Closing Date) any Material Contractindenture, instrument or other document, or any judgment, order or decree, which is binding upon any Loan Party or any of its properties their respective properties, or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (Party, other than Liens in favor of the Administrative Agent created pursuant to the Collateral Documents), except, in each case, which could not reasonably be expected to result in a material adverse effect on the ability of the Borrower and its Subsidiaries, taken as a whole, to perform their obligations hereunder.

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, to borrow or guaranty monies hereunder, as applicable, and to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party Parties of this Agreement and the other Loan Documents to which it is a party, as applicable, and the transactions contemplated therein, do not and will not (a) require any consent or approval of any applicable Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law), (ii) the charter, by-laws or other organizational documents of such Loan Party or (iii) (except as it relates to the documents governing the Prior Debt, each of which will be terminated and/or paid on the Closing Date) any Material Contract, or any judgment, order or decree, which is binding upon any Loan Party or any of its properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents), except, in each case, which could not reasonably be expected to result in a material adverse effect on the ability of the Borrower and its Subsidiaries, taken as a whole, to perform their obligations hereunder.

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, to borrow or guaranty monies hereunder, as applicable, and to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of this Agreement and the other Loan Documents to which it is a party, as applicable, and the transactions contemplated therein, do not and will not (a) require any consent or approval of any applicable Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law), (ii) the charter, by-laws or other organizational documents of such Loan Party or (iii) (except as it relates to the documents governing the Prior Debt, each of which will be terminated and/or paid on the Closing Date) any Material Contract, or any judgment, order or decree, which is binding upon any Loan Party or any of [Biolase] Credit Agreement #61304369 its properties or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents), except, in each case, which could not reasonably be expected to result in a material adverse effect on the ability of the Borrower and its Subsidiaries, taken as a whole, to perform their obligations hereunder.

Authorization; No Conflict. Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, to borrow or guaranty monies hereunder, as applicable, and to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Loan Party of this Agreement and the other Loan Documents to which it is a party, as applicable, and the transactions contemplated therein, do not and will not (a) require any consent or approval of any applicable Governmental Authority (other than any consent or approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any Health Care Law), (ii) the charter, by-laws or other organizational documents of such Loan Party or (iii) (except as it relates to the documents governing the Prior Debt, each of which will be terminated and/or paid on the Closing Date) any Material Contract, or any judgment, order or decree, which is binding upon any Loan Party or any of its properties except in the case of the preceding clauses (i) and (iii) as would not have a Material Adverse Effect, or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of Agent created pursuant to the Collateral Documents), except, in each case, which could not reasonably be expected to result in a material adverse effect on the ability of the Borrower and its Subsidiaries, taken as a whole, to perform their obligations hereunder.

Authorization; No Conflict. 55 (a) Each Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, Borrower is duly authorized to borrow or guaranty monies hereunder, as applicableunder this Agreement, and each Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. . (b) The execution, delivery delivery, and performance by each Loan Party of this Agreement and the other each Loan Documents Document to which it is a party, as applicable, and the transactions contemplated thereinborrowings by Borrower under this Agreement, do not and will not (ai) require any consent or approval of any applicable Governmental Authority governmental agency or authority (other than any consent or approval which that has been obtained and is in full force and effect), ; (bii) conflict with (iA) any provision of applicable law (including in any Health Care Law)respect that would reasonably be expected to have a Material Adverse Effect, (iiB) the charterorganizational documents or governing documents of any Loan Party, by-laws or (C) any agreement, indenture, instrument, or other organizational documents of such Loan Party or (iii) (except as it relates to the documents governing the Prior Debt, each of which will be terminated and/or paid on the Closing Date) any Material Contractdocument, or any judgment, order order, or decree, which that is binding upon any Loan Party or any of its their respective properties that would reasonably be expected to have a Material Adverse Effect; or (ciii) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of Administrative Agent created pursuant to the Collateral DocumentsDocuments or otherwise permitted under the terms of this Agreement), except, in each case, which could not reasonably be expected to result in a material adverse effect on the ability of the Borrower and its Subsidiaries, taken as a whole, to perform their obligations hereunder.