Compliance with Other Instruments, etc Clause Samples

Compliance with Other Instruments, etc. The Backup Servicer is not in violation of any term of its certificate of incorporation and by-laws. The execution, delivery and performance by the Backup Servicer of the Transaction Documents to which it is a party do not and will not (i) conflict with or violate the organizational documents of the Backup Servicer, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any Lien on any of the properties or assets of the Backup Servicer pursuant to the terms of any instrument or agreement to which the Backup Servicer is a party or by which it is bound where such conflict would have a material adverse effect on the Backup Servicer’s activities or its ability to perform its obligations under the Transaction Documents or (iii) require any consent of or other action by any trustee or any creditor of, any lessor to or any investor in the Backup Servicer.

Compliance with Other Instruments, etc. Except as set forth in Section 5.05 hereof, the Transferor Partnership is not in violation of any term contained in the Transferor Partnership Agreement, or to the Transferor Partnership's knowledge in any other material instrument or contract to which the Transferor Partnership is a party relating to the Property, and to the Transferor Partnership's knowledge the Transferor Partnership is not in violation of any order, statute, rule or regulation applicable to it, except for such violations which would not have a Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by the Transferor Partners, nor the contribution of the Transferor Partnership Interests by the Transferor Partners hereunder, will result in any Material Adverse Effect or be in conflict with or constitute a default under the Transferor Partnership Agreement or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Transferor Partnership, except for Permitted Exceptions.

Compliance with Other Instruments, etc. (a) On the Closing Date, none of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries will be in violation of (i) any provision of its certificate or articles of incorporation or other Organization Documents, (ii) any provision of any agreement or instrument to which it is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement, and the Existing Credit Agreement or (iii) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, except (in the case of clauses (ii) and (iii) above only) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect. Neither the General Partner nor the Public Partnership is in violation of any provision of the Partnership Agreement. (b) The execution, delivery and performance by each of the Borrower, the General Partner, Petrolane and the Restricted Subsidiaries of this Agreement and the other Loan Documents to which it is a party, and the completion of the transactions contemplated by this Agreement will not, (i) violate (x) any provision of the Partnership Agreement or the certificate or articles of incorporation or other Organization Documents of the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries, (y) any applicable law, ordinance, rule or regulation of any Governmental Authority or any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, or (z) any provision of any agreement or instrument to which the Borrower, the General Partner, Petrolane or any of their respective Subsidiaries is a party or by which any of its properties is bound, including, without limitation the First Mortgage Note Agreement and the Existing Credit Agreement, except (in the case of clauses (y) and (z) above) for such violations which would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, or (ii) result in the creation of (or impose any express obligation on the part of the Borrower to create) any Lien not permitted by Section 8.3.

Compliance with Other Instruments, etc. The execution, delivery and performance by the Lessee of this Letter Agreement and each Basic Document to which the Lessee is a party, and other related instruments, documents and agreements, and the compliance by the Lessee with the terms hereof and thereof, (i) have been duly and legally authorized by appropriate corporate action taken by the Lessee, (ii) are not in contravention of, and will not result in a violation or breach of, any of the terms of the Lessee's articles of incorporation, its by-laws or of any provisions relating to shares of the capital stock of the Lessee and (iii) will not violate or constitute a breach of any provision of (x) any applicable law, order, rule or regulation, rule or regulation of any governmental authority (except in those cases where non-compliance with any such law, order, rule or regulation could not reasonably be expected to have a material adverse effect on the financial condition, results of operations, business, properties or operations of the Lessee or its ability to perform its obligations hereunder or under each Basic Document) or (y) any indenture, agreement or other instrument to which the Lessee is party, or by or under which the Lessee or any of the Lessee's property is bound, or be in conflict with, result in breach of, or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or instrument, or result in the creation or imposition of any Lien upon any of the Lessee's property or assets or any Nuclear Material.

Compliance with Other Instruments, etc. Neither the Company nor any of its Subsidiaries is in violation of any term of its certificate or articles of incorporation or by-laws, and neither the Company nor any of its Subsidiaries is in violation of any term of any agreement or instrument to which it is a party or by which it is bound or any term of any applicable law, ordinance, rule or regulation of any Governmental Authority or any term of any applicable order, judgment or decree of any court, arbitrator or Governmental Authority, the consequences of which violation could reasonably be expected to have a Material Adverse Effect. The compliance by the Company with all of the provisions of this Agreement and the Registration Rights Agreement, the execution, delivery and performance by the Company of this Agreement and the Registration Rights Agreement, the issuance by the Company of the Common Stock upon the conversion of the Shares, and the compliance with the terms of the Certificate of Designation will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement (provided the consent of the Company's lending banks must be obtained before the Company makes an offer to purchase under Section 5 of the Certificate of Designation) or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound or to which any of the property or assets of the Company or any of the Subsidiaries is subject, or constitute a Repayment Event thereunder, nor will such actions result in any violation of the provisions of the certificate of incorporation or bylaws of the Company or any of the Subsidiaries or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Subsidiaries or any of their properties except in each case as would not, individually or in the aggregate have a Material Adverse Effect. Except as set forth on Exhibit E, the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby will not subject the Company to or accelerate any obligation to make payments to any Person.

Compliance with Other Instruments, etc. NO CONFLICT. Neither the Company nor any Subsidiary of the Company is (1) in violation of its charter or statute, as applicable, or by-laws (or other similar organizational documents), (2) in violation or default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, "Agreements and Instruments"), except, with respect to clause (2) only, for such violations or defaults which, whether individually or in the aggregate, do not or would not reasonably be expected to (i) have a Material Adverse Effect or (ii) prevent or materially delay the consummation of the transactions contemplated by this Agreement. Assuming (i) the approval of the Company's stockholders as contemplated by Section 8.4, (ii) the filings required under the Exchange Act relating to the Offer, the Proxy Statement and the Merger, (iii) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, and (iv) the approval from the Governmental Bodies listed on Schedule 6.8 of the Company Disclosure Statement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) result in any violation of or conflict with, or constitute a default under, the charter, bylaws or other organizational documents of the Company (or any of its Subsidiaries) or (ii) result in any violation of or conflict with or require any consent, waiver, or notice under any Law. Except as set forth in Section 6.8 of the Company Disclosure Statement, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation of or conflict with, constitute a default under, require any consent, filing, waiver or notice under any term of, or result in the reduction or loss of any benefit or the creation or acceleration of any right or obligation under, any agreement, note, bond, mortgage, indenture, contract, lease, Governmental License or other obligation or right (excluding options, restricted stock, employment contracts and other employee related obligations or rights w...

Compliance with Other Instruments, etc. The Consenting Party is not in violation of its charter or by-laws, and the execution, delivery and performance by the Consenting Party of this Consent and the Assigned Agreement and the consummation of the transactions contemplated hereby and thereby will not result in any violation of, breach of or default under any term of its charter or by-laws, or of any contract or agreement to which it is a party or by which it or its property is bound, or of any license, permit, franchise, judgment, writ, injunction, decree, order, charter, law, ordinance, rule or regulation applicable to it, except for any such violations which, individually or in the aggregate, would not have a Material Adverse Effect on the Consenting Party.

Compliance with Other Instruments, etc. The Borrower Partnership is not in violation of any term contained in the Borrower Partnership Agreement, or to the Transferor Partnership's knowledge in any other material instrument or contract to which the Borrower Partnership is a party, and to the Transferor Partnership's knowledge the Borrower Partnership is not in violation of any order, statute, rule or regulation applicable to it, except for such violations which would not have a Material Adverse Effect. Neither the execution, delivery and performance of this Agreement by the Transferor Partnership, nor the contribution of the Transferor Partnership Interests by the Transferor Partners hereunder, nor the assignment and transfer of the Borrower General Partnership Interest by the Borrower Corporate General Partner to the Borrower LLC General Partner will result in any Material Adverse Effect or be in conflict with or constitute a default under the Borrower Partnership Agreement or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Borrower Partnership.

Compliance with Other Instruments, etc. The Company is not in -------------------------------------- violation of any term of its Certificate of Incorporation or By-Laws, and the Company is not in violation of any term of any agreement or instrument to which it is a party or by which it is bound or any term of any applicable law, ordinance, rule or regulation of any governmental authority or any term of any applicable order, judgment or decree of any court, arbitrator or governmental authority, the consequences of which violation could reasonably be expected to have a material adverse effect on the financial condition, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects of the Company.