No Conflict; Required Filings and Consents. The execution and delivery by such Seller of this Agreement does not, and the execution and delivery by such Seller of the other Transaction Documents to which such Seller is a party and the performance of this Agreement and such other Transaction Documents will not, # conflict with or violate any Law applicable to such Seller or any of its respective Affiliates or by which any property or asset of such Seller or any of its respective Affiliates is bound or affected; # Subject to the Seller satisfying its obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, (iii) (A) require any consent or approval under or # give to others any right of termination, vesting, amendment, acceleration or cancellation of any Contract, or # result in the creation of a Lien on any property or asset of Seller or any of its respective Affiliates. Subject to the Seller satisfying it obligations under the Notes and to the Modification Agreements being fully executed among and between the parties and applicable Creditors, the execution and delivery by such Seller of this Agreement and the other Transaction Documents to which such Seller is a party does not, and the performance of this Agreement and such other Transaction Documents by such Seller will not, require any consent, approval, authorization or permit of or filing with or notification to, any third party, including, but not limited to, any Governmental or Regulatory Authority.

filings with the United States Patent and Trademark Office, the United States Copyright Office and comparable offices in foreign jurisdictions and equivalent filings in foreign jurisdictions;

Section # Filings.

Section # SEC Filings.

Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into by the Borrower and the Restricted Subsidiaries;

a.
Post-Closing Tax Filings

#​ has all requisite corporate power and authority to enter into this Agreement and, subject to the approval of this Agreement (the “​ Voting Proposal”) by the Stockholders (the “​ Shareholder Approval”) and the consents and approvals set forth on Exhibit E hereto, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby by ​ have been duly authorized by all necessary corporate action on the part of ​, subject only to the required receipt of ​ Shareholder Approval. This Agreement and each other Transaction Document to which it is a party has been duly executed and delivered by ​ and constitutes the valid and binding obligation of ​, enforceable against ​ in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

Each of Patriot and the Bank has all requisite corporate power and authority to enter into this Agreement and each other Transaction Document to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each other Transaction Document to which it is a party and the consummation of the transactions contemplated hereby and thereby by Patriot and the Bank have been duly authorized by all necessary corporate action on the part of each of Patriot and the Bank. This Agreement has been duly executed and delivered by each of Patriot and the Bank and constitutes the valid and binding obligation of each of Patriot and the Bank, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

No Consent Required. No approval or authorization by, or filing with, any Governmental Entity is required to be made or obtained by Parent in connection with the execution, delivery and performance by Parent of this Parent Guarantee other than # approvals and authorizations that have previously been obtained and filings that have previously been made or approvals, authorizations or filings which will be made on a timely basis, # approval, authorizations or filings which, if not obtained or made, would not have a material adverse effect on the financial condition, business or operations of the guarantor, taken as a whole, and # approvals, authorizations and filings required to be made by or obtained by Buyer as set forth in [Section 5.3].

the Bank shall have received the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Borrower and Guarantors in the states (or other jurisdictions) in which the chief executive office of each such person is located, any offices of such persons in which records have been kept relating to Receivables and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the preceding paragraph, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Bank that the Liens indicated in any such financing statement (or similar document) have been released;