Common use of Conflicts; Defaults; Etc Clause in Contracts

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by Kohl’s, its compliance with the terms hereof, and 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 Kohl’s is a party or by which it is bound, or by which Kohl’s assets are bound, except for conflicts, breaches and defaults which would not have a material and adverse effect upon Kohl’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 Kohl’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 Kohl’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 Kohl’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 Kohl’s is a party or by which it is bound, except to the extent that the failure to obtain such consent or approval would not have a material and adverse effect upon Kohl’s ability to perform its obligations under this Agreement; 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, except to the extent that the failure to obtain such consent or approval would not have a material and adverse effect upon Kohl’s ability to perform its obligations under this Agreement.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by Kohl’sBank, its compliance with the terms hereof, and its 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 Kohl’s Bank is a party or by which it is bound, or by which Kohl’s assets are bound, except for conflicts, breaches and defaults which would not have a material and adverse effect upon KohlBank, 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 Kohl’sBank; (iii) violate any Applicable Law or Payment Network Rule or conflict with, or require any consent or approval under any judgment, order, writ, decree, permit or license, to which Kohl’s 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 KohlBank, 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 Kohl’s Bank is a party or by which it is bound, except to the extent that the failure to obtain such consent or approval would not have a material and adverse effect upon KohlBank’s ability to perform its obligations under this Agreement; 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, except to the extent that the failure to obtain such consent or approval would not have a material and adverse effect upon KohlBank’s ability to perform its obligations under this Agreement.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by Kohl’s, its compliance with the terms hereof, and 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 Kohl’s is a party or by which it is bound, or by which Kohl’s assets are bound, except for conflicts, breaches and defaults which would not have a material and adverse effect upon Kohl’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), documents of Kohl’s; (iii) violate any Applicable Law or Payment Network Rule or conflict with, or require any consent or approval under any judgment, order, writ, decree, permit or license, to which Kohl’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 Kohl’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 Kohl’s is a party or by which it is bound, except to the extent that the failure to obtain such consent or approval would not have a material and adverse effect upon Kohl’s ability to perform its obligations under this Agreement; 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, except to the extent that the failure to obtain such consent or 40 4873-5713-2568v.1 0117281-000001 approval would not have a material and adverse effect upon Kohl’s ability to perform its obligations under this Agreement.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by Kohl’s, its compliance with the terms hereof, and 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 Kohl’s is a party or by which it is bound, or by which Kohl’s assets are bound, except for conflicts, breaches and defaults which would not have a material and adverse effect upon Kohl’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 Kohl’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 Kohl’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 Kohl’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 Kohl’s is a party or by which it is bound, except to the extent that the failure to obtain such consent or approval would not have a material and adverse effect upon Kohl’s ability to perform its obligations under this Agreement; 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, except to the extent that the failure to make such filing or obtain such consent or approval would not have a material and adverse effect upon Kohl’s ability to perform its obligations under this Agreement.