Common use of Conflicting Agreements and Other Matters Clause in Contracts

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, prospects or financial condition. Neither the execution nor delivery of this Agreement, the Notes, the Warrants, the other Subordinated Note Documents or the Acquisition Documents, nor the offering, issuance and sale of the Notes and the Warrants, nor fulfillment of nor compliance with the terms and provisions of this Agreement, the Notes, the other Subordinated Note Documents or the Acquisition Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien (except Liens created under the Security Documents) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or bylaws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in SCHEDULE 9H attached hereto.

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its the Company's Consolidated business, property or assets, prospects condition (financial or financial conditionotherwise) or operations. Neither the execution nor delivery of this Agreement, Agreement or the Notes, the Warrants, the other Subordinated Note Documents or the Acquisition Documents, nor the offering, issuance and sale of the Notes and the WarrantsNotes, nor fulfillment of nor compliance with the terms and provisions hereof and of this Agreementthe Notes (including, without limitation, the Notes, consummation of the other Subordinated Note Documents or Spin Off and the Acquisition Documents assumption by the Company of certain of the obligations of Medical Systems as contemplated by paragraph 2A(1) hereof) will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien (except Liens created under the Security Documents) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or bylaws by-laws of the Company or any of its Subsidiaries, any material award of any arbitrator or any material agreement (including any agreement with stockholdersshareholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness Funded Debt of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Funded Debt of the Company of the type to be evidenced by the Notes Notes, except in each case as set forth in the agreements listed in SCHEDULE 9H Schedule 8G attached heretohereto (as such Schedule 8G may have been ----------- modified from time to time subsequent to the Restatement Date by written supplements thereto delivered by the Company to Prudential).

Conflicting Agreements and Other Matters. Neither the Company Guarantor nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, prospects condition (financial or financial conditionotherwise) or operations. Neither None of the execution nor and delivery of this AgreementParticipation Agreement or any other Operative Document, the Notes, making of the Warrants, the other Subordinated Note Documents Loans or the Acquisition Documents, nor the offering, issuance and sale of the Notes and the Warrants, nor fulfillment of nor or compliance with the terms and provisions hereof and of this Agreement, the Notes, the other Subordinated Note Documents or the Acquisition Operative Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien (except Liens created under the Security Documents) upon any of the properties or assets of the Company Guarantor or any of its Subsidiaries pursuant to, the charter or bylaws by-laws of the Company Guarantor or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company Guarantor or any of its Subsidiaries is subject. Neither the Company Guarantor nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Guarantor or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Debt of the Company Guarantor of the type to be evidenced by that the Notes Obligations constitute except as set forth in the agreements listed in SCHEDULE 9H Schedule IV attached heretohereto (as such Schedule IV) may have been modified from time to time by written supplements thereto delivered by the Guarantor and accepted in writing by the Required Participants).

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, prospects condition (financial or financial conditionotherwise) or operations. Neither the execution nor delivery of this Agreement, the Notes, the Warrants, the other Subordinated Note Documents or the Acquisition DocumentsNotes, nor the offering, issuance and sale exchange of the Notes and the WarrantsNotes, nor fulfillment of nor compliance with the terms and provisions of this Agreement, the Notes, the other Subordinated Note Documents or the Acquisition Documents hereof and thereof will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien (except Liens created under the Security Documents) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or bylaws by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring granting of, Indebtedness Liens on the Property of the Company and its Subsidiaries of the type to be evidenced contemplated by the Notes Collateral Documents except as set forth in the agreements listed in SCHEDULE 9H Schedule 8G attached hereto.

Conflicting Agreements and Other Matters. Neither the Company undersigned nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, prospects or financial condition. Neither the execution nor delivery of this Agreement, the Notes, the Warrants, the other Subordinated Note Documents Guarantee or the Acquisition Documents, nor the offering, issuance and sale of the Notes and the WarrantsSubordination Agreement, nor fulfillment of nor compliance with the terms and provisions of this Agreementhereof or thereof, the Notes, the other Subordinated Note Documents or the Acquisition Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien (except Liens created under the Security Documents) upon any of the properties or assets of the Company undersigned or any of its Subsidiaries pursuant to, the charter or bylaws by-laws of the Company undersigned or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company undersigned or any of its Subsidiaries is subject. Neither the Company undersigned nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness (as defined in the Note Agreement) of the Company undersigned or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring creation of, Indebtedness any Guarantee (as defined in the Note Agreement) on the part of the Company of the type to be evidenced by the Notes undersigned, except as set forth in the agreements listed in SCHEDULE 9H Schedule 5.7 attached hereto.

Conflicting Agreements and Other Matters. Neither the Company Credit Parties nor any of its their respective Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, prospects or financial conditioncould reasonably be expected to result in a Material Adverse Effect. Neither the execution nor delivery of this Agreement, the Notes, the Warrants, the Shelf Notes or any other Subordinated Note Documents or the Acquisition DocumentsTransaction Document, nor the offering, issuance and sale of the Notes and the WarrantsShelf Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of this Agreement, the Notes, the other Subordinated Note Documents or the Acquisition Documents Shelf Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien (except Liens created under the Security Documents) upon any of the properties or assets of the Company any Credit Party or any of its their respective Subsidiaries pursuant to, the charter or bylaws by-laws of the Company or any of its Subsidiariessuch Person, any award of any arbitrator or any agreement (including any agreement with stockholdersstockholders of such Person), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company Issuer or any of its Subsidiaries is subject. Neither the Company Credit Parties nor any of its their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such SubsidiaryPerson, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company such Person of the type to be evidenced by the Shelf Notes or created by the Subsidiary Guaranty except as set forth in the agreements listed in SCHEDULE 9H Schedule 8G attached heretohereto (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Issuer to Prudential).

Conflicting Agreements and Other Matters. Neither the Company Borrower nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, prospects condition (financial or financial conditionotherwise) or operations. Neither the execution nor delivery of this Agreement, Agreement or the Notes, the Warrants, the other Subordinated Note Documents or the Acquisition Documents, nor the offering, issuance and sale of the Notes and the Warrants, nor fulfillment of nor compliance with the terms and provisions hereof and of this Agreement, the Notes, the other Subordinated Note Documents or the Acquisition Documents Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien (except Liens created under the Security Documents) upon any of the properties or assets of the Company Borrower or any of its Subsidiaries pursuant to, the charter or bylaws by-laws of the Company Borrower or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company Borrower or any of its Subsidiaries is subject. Neither the Company Borrower nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company Borrower or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company Borrower of the type to be evidenced by the Notes except as set forth in the agreements listed in SCHEDULE 9H Schedule "4.07" attached hereto.

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially The execution and adversely affects its business, property or assets, prospects or financial condition. Neither the execution nor delivery of this AgreementGuaranty, the Notes, the Warrants, the other Subordinated Note Documents or the Acquisition Documents, nor the offering, issuance and sale of the Notes Notes, and the Warrants, nor fulfillment performance of nor compliance with the terms and provisions of this Agreement, the Notes, the other Subordinated Note Documents or the Acquisition Documents hereof will not conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien (except Lien, other than Liens created under pursuant to the Security Collateral Documents) , upon any of the properties or assets of the Company such Guarantor or any of its Subsidiaries pursuant to, the charter certificate of incorporation or bylaws articles of organization (as the Company case may be), the by-laws or limited liability company agreement (as the case may be) of such Guarantor or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholdersstockholders of such Guarantor or Persons with direct or indirect ownership interests in stockholders of such Guarantor), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company such Guarantor or any of its Subsidiaries is subject. Neither the Company such Guarantor nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing any Indebtedness of the Company such Guarantor or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness obligations of the Company such Guarantor of the type to be evidenced by the Notes this Guaranty except as set forth in the agreements listed in SCHEDULE 9H Schedule 8G attached heretoto the Note Agreement (as such Schedule 8G may have been modified from time to time by written supplements thereto delivered by the Company and accepted in writing by Prudential).

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate or company restriction which materially and adversely affects its business, property or assets, prospects or financial conditioncondition of the Company and its Subsidiaries taken as a whole. Neither the execution nor delivery of this Agreement, the Notes, the Warrants, Warrant Certificates or any of the other Subordinated Note Documents or the Acquisition Transaction Documents, nor the offering, issuance and sale of the Notes and Notes, the Warrants, Warrants or the Common Stock Shares nor fulfillment of nor compliance with the terms and provisions of this Agreement, the Notes, the Warrant Certificates or any of the other Subordinated Note Documents or the Acquisition Transaction Documents will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien (except Liens created under the Security Documents) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter charter, by-laws or bylaws other organizational documents of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness Debt of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its chartercharter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Debt of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in SCHEDULE 9H attached heretoCompass Senior Credit Agreement and the Other Securities Purchase Agreements.

Conflicting Agreements and Other Matters. Neither the Company Issuers nor any of its their Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, prospects or financial condition. Neither the execution nor delivery of this Agreement, Agreement or the Notes, the Warrants, the other Subordinated Note Documents or the Acquisition Documents, nor the offering, issuance and sale of the Notes and the WarrantsNotes, nor fulfillment of nor compliance with the terms and provisions hereof and of this Agreement, the Notes, the other Subordinated Note Documents or the Acquisition Documents Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien (except Liens created under the Security Documents) upon any of the properties or assets of the Company any Issuer or any of its Subsidiaries pursuant to, (a) the charter or bylaws by-laws (or comparable governing documents) of the Company any Issuer or any of its Subsidiaries, (b) any award of any arbitrator or (c) any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company any Issuer or any of its Subsidiaries is subject, except in the case of clauses (b) and (c) as will not singly or in the aggregate have a Material Adverse Effect. Neither the Company Issuers nor any of its their Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness indebtedness of the Company such Issuer or such Subsidiaryany of its Subsidiaries, any agreement relating thereto or any other contract or agreement (including its chartercharter or comparable governing documents) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness indebtedness of the Company Issuers of the type to be evidenced by the Notes except as set forth in the agreements listed in SCHEDULE 9H Schedule 5.8 attached hereto.

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, prospects or financial condition. Neither the execution nor delivery of this Agreement, the Notes, the Warrants, Agreement or any of the other Subordinated Note Project Documents to which Holdings or the Acquisition Documentsany of its Subsidiaries is a party, nor the offering, issuance and sale of the Notes and the Warrants, nor fulfillment of nor compliance with the terms and provisions hereof and of this Agreement, the Notes, any of the other Subordinated Note Project Documents to which it or the Acquisition Documents any of its Subsidiaries is a party will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or or, except as contemplated hereby, result in the creation of any Lien (except Liens created under the Security Documents) upon any of the properties or assets of the Company Holdings or any of its Subsidiaries pursuant to, the charter or bylaws code of the Company regulations of Holdings or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), nor any instrument, order, judgment, decree, statute, law, rule or regulation to which the Company Holdings or any of its Subsidiaries is subject. Neither the Company Holdings nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness indebtedness of the Company Holdings or such Subsidiaryany of its Subsidiaries, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness obligations of the Company Holdings of the type to be evidenced by undertaken hereunder and under the Notes other Project Documents except as set forth in the agreements listed in SCHEDULE 9H attached Exhibit 5H hereto.

Conflicting Agreements and Other Matters. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, prospects condition (financial or financial conditionotherwise) or operations. Neither the execution nor delivery of this Agreement, Agreement or the Notes, the Warrants, the other Subordinated Note Documents or the Acquisition Documents, nor the offering, issuance and sale of the Notes and the WarrantsNotes, nor fulfillment of nor compliance with the terms and provisions hereof and of this Agreement, the Notes, the other Subordinated Note Documents or the Acquisition Documents Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien (except Liens created under the Security Documents) upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or bylaws by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness Debt of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness Debt of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in SCHEDULE 9H Schedule 8G attached hereto. The Company is not party to any agreement evidencing or pertaining to Debt of the Company which includes any operational or financial covenant which is more favorable to a lender or other beneficiary than those set forth in paragraph 6 hereof. For purposes of the preceding sentence, no effect shall be given to paragraph 5F hereof.