Common use of Conflicts; Defaults; Etc Clause in Contracts

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by Bank, its compliance with the terms hereof, and the consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any material contract, instrument or agreement to which Bank is a party or by which it is bound, except for conflicts, breaches and defaults which would not have a material and adverse effect upon Bank, the Program, the Accounts, Cardholder Indebtedness or Bank's ability to perform its obligations under this Agreement; (ii) conflict with or violate the articles of incorporation or by-laws, or any other equivalent organizational document(s) of Bank; (iii) violate any Applicable Law or conflict with, or require any consent or approval under any judgment, order, writ, decree, permit or license, to which Bank is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not have a material and adverse effect upon Bank, the Program, the Accounts, the Cardholder Indebtedness or Bank's ability to perform its obligations under this Agreement; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which Bank is a party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authority.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement and the Ancillary Agreements by Bankthe Seller, its compliance with the terms hereofhereof and thereof, and the its consummation of the transactions specified herein and therein do not, and (subject to obtaining the governmental and third-party consents referred to in Section 4.1(c)) the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not not, (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any material contract, instrument or agreement Contract to which Bank the Seller is a party or by which it is bound, except for conflicts, breaches and defaults or by which would not have a material and adverse effect upon Bank, the Program, the Accounts, Cardholder Indebtedness or Bank's ability to perform its obligations under this AgreementSeller’s assets are bound; (ii) conflict with or violate the articles Constituent Documents of incorporation or by-laws, or any other equivalent organizational document(s) of Bankthe Seller; (iii) violate any Applicable Requirements of Law or conflict with, or require any consent or approval under any judgment, order, writ, decreeApplicable Order, permit or license, to which Bank the Seller is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not have a material and adverse effect upon Bank, the Program, the Accounts, the Cardholder Indebtedness or Bank's ability to perform its obligations under this Agreementeffected; (iv) require the consent or approval of any other party to any contract, instrument or commitment Contract to which Bank the Seller is a party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authorityGovernmental Authority, except any filings required under the HSR Act; except in each case described in clause (i), (iii), (iv) or (v) of this Section 4.1(d), for any conflict, violation, breach, default, termination, or cancellation that would not reasonably be expected to have a Material Adverse Effect on the Acquired Assets or the Seller.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by Bank, its compliance with the terms hereof, and the consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any material contract, instrument or agreement to which Bank is a party or by which it is bound, except for conflicts, breaches and defaults which would not have a material and adverse effect upon Bank, the Program, the Accounts, Cardholder Indebtedness Bank or Bank's ability to perform its obligations under this Agreement; (ii) conflict with or violate the articles of incorporation or by-laws, or any other equivalent organizational document(s) of Bank; (iii) violate any Applicable Law or conflict with, or require any consent or approval under any judgment, order, writ, decree, permit or license, to which Bank is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not have a material and adverse effect upon Bank, the Program, the Accounts, the Cardholder Indebtedness Bank or Bank's ability to perform its obligations under this Agreement; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which Bank is a party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authority.authority other than the approval from the Federal Deposit Insurance Corporation and the Utah Department of Financial Institutions with respect to the transactions contemplated by this Agreement:

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by BankBlair, its compliance with the terms hereof, and the its consummation of the transactions xxx xransactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any material contract, instrument or agreement to which Bank Blair is a party or by which it is bound, or by which Blair's assets xxx xound, except for conflicts, breaches and defaults which xxxxx would not have a material and adverse effect upon Bank, the Program, the Accounts, Cardholder Indebtedness or BankBlair's ability to perform its obligations under this Agreement; (ii) conflict xxxxxxct with or violate the articles certificate of incorporation or by-laws, or any other equivalent organizational document(s) laws of BankBlair; (iii) violate any Applicable Law or conflict with, or require any consent xxx xonsent or approval under any judgment, order, writ, decree, permit or license, license to which Bank Blair is a party or by which it is bound or affected, except to the extent exxxxx that such violation or the failure to obtain such consent or approval would not have a material and adverse effect upon Bank, the Program, the Accounts, the Cardholder Indebtedness or BankBlair's ability to perform its obligations under this Agreement; (iv) require xxxxxxe the consent or approval of any other party to any contract, instrument or commitment to which Bank Blair is a party or by which it is bound; or (v) require any filing withwxxx, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authorityauthority with respect to the transactions contemplated by this Agreement.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by BankAgreement, its compliance with the terms hereof, and the consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any material contract, instrument or agreement to which Bank MWCC is a party or by which it is bound, or by which MWCC's assets are bound, except for conflicts, breaches and defaults which would not have a material and adverse effect upon Bank, the Program, the Accounts, Cardholder Indebtedness or Bank's ability to perform its obligations under this AgreementMWCC; (ii) conflict with or violate the articles certificate of incorporation or incorporation, by-laws, laws or any other equivalent organizational document(s) of BankMWCC; (iii) violate any Applicable Law law or conflict with, or require any consent or approval under under, any judgment, order, writ, decree, permit or license, to which Bank MWCC is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not have a material and adverse effect upon Bank, the Program, the Accounts, the Cardholder Indebtedness or Bank's ability to perform its obligations under this AgreementMWCC; (iv) require the consent or approval of any other party to any contract, instrument or commitment agreement to which Bank MWCC is a party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any bound other action to be taken with respect to, any than the approvals of regulatory authorityauthorities which have been obtained.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by BankDillard's, its compliance with the terms hereof, and the its consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any material contract, instrument or agreement to which Bank Dillard's is a party or by which it is bound, or by which Dillard's assets are bound, except for conflicts, breaches and defaults which would not have a material and adverse effect upon Bank, the Program, the Accounts, Cardholder Indebtedness or BankDillard's ability to perform its obligations under this Agreement; (ii) conflict with or violate the articles of incorporation or by-laws, or any other equivalent organizational document(s) ), of BankDillard's; (iii) violate any Applicable Law or conflict with, or require any consent or approval under any judgment, order, writ, decree, permit or license, to which Bank Dillard's is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not have a material and adverse effect upon Bank, the Program, the Accounts, the Cardholder Indebtedness or BankDillard's ability to perform its obligations under this Agreement; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which Bank Dillard's is a party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authority.