Common use of Statutory Indebtedness Restrictions Clause in Contracts

Statutory Indebtedness Restrictions. Neither the Borrower nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, or the Investment Company Act of 1940, or any other foreign, federal or state statute or regulation which limits its ability to incur indebtedness or its ability to consummate the transactions contemplated hereby or by the other Transaction Documents. Insurance. Schedule 6.16 to this Agreement accurately sets forth all insurance policies and programs currently in effect with respect to the respective properties, assets, liabilities and business of the Borrower and its Subsidiaries, specifying, for each such policy and program, (i) the amount thereof, (ii) the risks insured against thereby, (iii) the name of the insurer and each insured party thereunder, (iv) the policy or other identification number thereof, (v) the expiration date thereof, (vi) the annual premium with respect thereto and (vii) any reserves relating to any self-insurance program that is in effect. Such insurance policies and programs reflect coverage that is reasonably consistent with prudent industry practice and shall include, without limitation, property, liability and business interruption insurance. Labor Matters. There has been no attempt to organize the employees of the Borrower or any of its Subsidiaries other than the organized Italian labor activity disclosed to the Administrative Agent prior to the Closing Date, and no labor disputes, strikes or walkouts affecting the operations of the Borrower or any of its Subsidiaries, is pending, or, to the Borrower's knowledge, threatened, planned or contemplated which will have or could reasonably be expected to have a Material Adverse Effect. Acquisition Transactions. As of the date of the consummation of each Acquisition Transaction and immediately prior to making the related Acquisition Installment to enable such consummation: the Acquisition Documents for such Acquisition Transaction are in full force and effect, no material breach, default or waiver of any term or provision of any such Acquisition Documents by the Borrower or any of its Subsidiaries or, to the best of the Borrower's knowledge, the other parties thereto has occurred (except for such breaches, defaults and waivers, if any, consented to in writing by the Administrative Agent) and no action has been taken by any competent Governmental Authority which restrains, prevents or imposes any material adverse condition upon, or seeks to restrain, prevent or impose any material adverse condition upon, such Acquisition Transaction; the representations and warranties of the Borrower and any of the Borrower's Subsidiaries contained in the applicable Acquisition Documents, if any, are true and correct in all material respects; except as set forth on Schedule 6.18, all conditions precedent to, and all material consents necessary to permit, such Acquisition Transaction pursuant to the applicable Acquisition Documents have been satisfied or waived with the prior written consent of the Administrative Agent, and such Acquisition Transaction has been consummated in accordance with the applicable Acquisition Documents and the Borrower has obtained good and marketable title to the Capital Units or other assets to be acquired free and clear of any Liens other than Liens permitted under Section 7.3(C); the Borrower shall have delivered supplements to the Schedules to this Agreement reflecting the consummation of the applicable Acquisition Transaction, which Schedules shall become effective on the date of such Acquisition; (i) The Liens granted by the Collateral Documents on or before the date of such Acquisition Transaction, under any applicable law, shall, subject to the Liens permitted pursuant to Section 7.3(C), create a first priority, perfected security interest in the Collateral and the Borrower shall have paid all applicable search, recording, filing taxes, fees and other expenses in connection with the perfection of such first priority Liens, and (ii) the Administrative Agent and the Lenders shall have received opinions of foreign counsel with respect to each Collateral Document executed by a Material Subsidiary that is a Foreign Incorporated Subsidiary, or the Limited Liability Company Collateral Assignment or Pledge Agreement under which the Capital Units of a Subsidiary that is a Foreign Incorporated Subsidiary has been pledged, to be delivered on the date of the applicable Acquisition Transaction, addressed to the Administrative Agent, the Issuing Bank, the Swing Line Bank and the Lenders, in form and substance reasonably acceptable to the Administrative Agent.

Statutory Indebtedness Restrictions. Neither the Borrower Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, or the Investment Company Act of 1940, or any other foreign, federal or state statute or regulation which limits its ability to incur indebtedness or its ability to consummate the transactions contemplated hereby hereby. Environmental Matters. Each of the Company and its Subsidiaries is in compliance with all Environmental, Health or by the other Transaction Documents. Insurance. Schedule 6.16 to this Agreement accurately sets forth all insurance policies and programs currently Safety Requirements of Laws in effect with respect in each jurisdiction where it is presently doing business and as to which the respective propertiesfailure to so comply, assetsin the aggregate for all such failures, liabilities and business of would reasonably be likely to subject the Borrower and its Subsidiaries, specifying, for each such policy and program, (i) Company to liability that would have a Material Adverse Effect. Neither the amount thereof, (ii) the risks insured against thereby, (iii) the name of the insurer and each insured party thereunder, (iv) the policy or other identification number thereof, (v) the expiration date thereof, (vi) the annual premium with respect thereto and (vii) Company nor any reserves relating Subsidiary is subject to any self-insurance program liability under the Environmental, Health or Safety Requirements of Laws in effect in any jurisdiction where it is presently doing business that is in effect. Such insurance policies and programs reflect coverage that is reasonably consistent with prudent industry practice and shall include, without limitation, property, liability and business interruption insurance. Labor Matters. There has been no attempt to organize the employees of the Borrower or any of its Subsidiaries other than the organized Italian labor activity disclosed to the Administrative Agent prior to the Closing Date, and no labor disputes, strikes or walkouts affecting the operations of the Borrower or any of its Subsidiaries, is pending, or, to the Borrower's knowledge, threatened, planned or contemplated which will have or could reasonably be expected to have a Material Adverse Effect. Acquisition Transactions. As of the date of hereof, neither the consummation of each Acquisition Transaction and immediately prior to making the related Acquisition Installment to enable such consummationCompany nor any Subsidiary has received any: the Acquisition Documents for such Acquisition Transaction are in full force and effect, no material breach, default or waiver of notice from any term or provision of any such Acquisition Documents by the Borrower or any of its Subsidiaries or, to the best of the Borrower's knowledge, the other parties thereto has occurred (except for such breaches, defaults and waivers, if any, consented to in writing by the Administrative Agent) and no action has been taken by any competent Governmental Authority by which restrains, prevents or imposes any material adverse condition upon, or seeks to restrain, prevent or impose any material adverse condition upon, such Acquisition Transaction; the representations and warranties of the Borrower and any of the BorrowerCompany's Subsidiaries contained or such Subsidiary's present or previously-owned or leased property has been identified in the applicable Acquisition Documentsany manner by any such Governmental Authority as a hazardous substance disposal or removal site, if any, are true and correct in all material respects; except as set forth on Schedule 6.18, all conditions precedent to, and all material consents necessary to permit, such Acquisition Transaction "Super Fund" clean-up site or candidate for removal or closure pursuant to the applicable Acquisition Documents have been satisfied any Environmental, Health or waived with the prior written consent Safety Requirements of the Administrative Agent, and such Acquisition Transaction has been consummated in accordance with the applicable Acquisition Documents and the Borrower has obtained good and marketable title to the Capital Units Law; or other assets to be acquired free and clear notice of any Liens other than Liens permitted Lien arising under Section 7.3(C); the Borrower shall have delivered supplements to the Schedules to this Agreement reflecting the consummation of the applicable Acquisition Transaction, which Schedules shall become effective on the date of such Acquisition; (i) The Liens granted by the Collateral Documents on or before the date of such Acquisition Transaction, under any applicable law, shall, subject to the Liens permitted pursuant to Section 7.3(C), create a first priority, perfected security interest in the Collateral and the Borrower shall have paid all applicable search, recording, filing taxes, fees and other expenses in connection with any Environmental, Health or Safety Requirements of Law that has attached to any of the perfection Company's or such Subsidiary's owned or leased property or any revenues of the Company's or such first priority LiensSubsidiary's owned or leased property; or communication, written or oral, from any Governmental Authority concerning action or omission by the Company or such Subsidiary in connection with its ownership or leasing of any property resulting in the release of any hazardous substance resulting in any violation of any Environmental, Health or Safety Requirements of Law; where the effect of which, in the aggregate for all such notices and (ii) the Administrative Agent and the Lenders shall communications, could reasonably be expected to have received opinions of foreign counsel with respect to each Collateral Document executed by a Material Subsidiary that is a Foreign Incorporated Subsidiary, or the Limited Liability Company Collateral Assignment or Pledge Agreement under which the Capital Units of a Subsidiary that is a Foreign Incorporated Subsidiary has been pledged, to be delivered on the date of the applicable Acquisition Transaction, addressed to the Administrative Agent, the Issuing Bank, the Swing Line Bank and the Lenders, in form and substance reasonably acceptable to the Administrative AgentAdverse Effect.