Government Consents. Borrower and each Subsidiary have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all governmental authorities that are necessary for the continued operation of Borrower’s business as currently conducted, except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect.

Government Consents. The Borrower and each Subsidiary have obtained all consents, approvals and authorizations of, made all material declarations or filings with, and given all notices to, all Governmental Authorities that are necessary for the continued operation of the Borrower’s business as currently conducted, except to the extent the failure to obtain, make or file the same would not reasonably be expected to have a Material Adverse Effect.

Government Consents; Third Party Consents. Except as set forth on [Schedule 4.4] of the Disclosure Letter, no Governmental Approval or other approval, consent, exemption or authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person (including any counterparty to any Current Company IP Agreement or other Material Contract) is necessary or required in connection with # the execution, delivery or performance by, or enforcement against, any Credit Party of this Agreement or any other Loan Document, or for the consummation of the transactions contemplated hereby or thereby, # the grant by any Credit Party of the Liens granted by it pursuant to the Collateral Documents, # the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or # the exercise by the Collateral Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for # filings necessary to perfect the Liens on the Collateral granted by the Credit Parties to the Collateral Agent in favor and for the benefit of Lenders and the other Secured Parties, # the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, # filings under state or federal securities laws and # those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

Government Consents. The Borrower and each Subsidiary have obtained all consents, approvals and authorizations of, made all material declarations or filings with, and given all notices to, all Governmental Authorities that are necessary for the continued operation of the Borrower’s business as currently conducted, except to the extent the failure to obtain, make or file the same would not reasonably be expected to have a Material Adverse Effect.

Government Consents. Borrower and each Subsidiary have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all governmental authorities that are necessary for the continued operation of Borrower’s business as currently conducted, except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect.

Government Consents. Borrower and each Subsidiary have obtained all material consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all governmental authorities that are necessary for the continued operation of Borrower’s business as currently conducted.

Each of the parties to this Agreement shall use its commercially reasonable efforts to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable.

No Conflict; Government Consents. Except as set forth in [Schedule 5.3], the execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party have been duly authorized and do not # conflict with any of such Credit Party’s Operating Documents, # contravene, conflict with, constitute a default under or violate any Requirement of Law, # contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Credit Party or any of its Subsidiaries or any of their property or assets may be bound or affected and which has resulted or could reasonably be expected to result in a Material Adverse Change, # require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except # such Governmental Approvals which have already been obtained and are in full force and effect, and # for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Lender for filing or recordation on or after the Funding Date), # constitute an event of default under any agreement by which such Credit Party is bound in which the default has resulted or could reasonably expected to result in a Material Adverse Change or # require any approval of stockholders, members or partners or any approval or consent of any Person except for such approvals or consents which will be obtained on or before the Funding Date and disclosed in writing to Lender. Without limiting [Section 5.11] hereof, neither Borrower nor any of its Subsidiaries is in default under any agreement to which it is a party or by which it or its assets is bound in which the default could reasonably be expected to have a Material Adverse Change; 5.4 Binding Obligation. Each Loan Document has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except (a)] as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or # in respect of any security granted over any Collateral that would be required to be secured pursuant to the Security Interest (Jersey) Law 2012 (as amended) in order to create a first priority perfected security interest in such Collateral unless such security is granted by a Loan Document pursuant to the Security Interests (Jersey) Law 2012 (as amended);

Government Consents. Each Loan Party has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are necessary for the continued operation of such Loan Party’s business as currently conducted, the failure to obtain which could have a Material Adverse Effect.

Government Consents. Borrower and each Subsidiary have obtained all material consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all governmental authorities that are necessary for the continued operation of Borrower’s business as currently conducted.