Common use of No Violation; Consents and Approvals Clause in Contracts

No Violation; Consents and Approvals. (a) Except as set forth on the CareFirst Disclosure Schedule and subject to the governmental filings (and other matters) referred to in Section 4.4(b), the execution, delivery and performance of this Agreement by CareFirst, compliance with the provisions of this Agreement, and the consummation by CareFirst or any CareFirst Company of the transactions contemplated hereby will not (i) conflict with or violate any provisions of the Charters or Bylaws in effect as of the date hereof of any CareFirst Company (and with respect to CareFirst and the Primary CareFirst Insurers, as such Charters and Bylaws are to be amended to accomplish the Conversion); (ii) conflict with, violate or result in any breach of, or constitute a default whether with or without notice or lapse of time or both, or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of, or render unenforceable, any note, bond, mortgage, indenture, license (including any license granted by BCBSA), franchise, permit, agreement, lease or other instrument or obligation to which any CareFirst Company is a party or by which any CareFirst Company, its business or any of its assets is bound; (iii) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to any CareFirst Company, or by which its business or any of its assets is bound; (iv) require any filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any Governmental Entity; or (v) result in the creation or imposition of any lien, charge or encumbrance upon any CareFirst Company's assets; excluding from the foregoing clauses (other than clause (i)) such conflicts, violations, breaches and defaults and filings, declarations, registrations, permits, consents, approvals and notices, other than approvals of the BCBSA, the absence of which, in the aggregate, would not result in a CareFirst Material Adverse Effect.

No Violation; Consents and Approvals. (a) Except as set forth on the CareFirst Disclosure Schedule and subject to the governmental filings (and other matters) referred to in Section 4.4(b), Neither the execution, delivery and performance of this Agreement by CareFirst, compliance with the provisions of this Agreement, and Brushy nor the consummation by CareFirst Brushy of the Merger or any CareFirst Company of the other transactions contemplated hereby will not (i) conflict with or violate any provisions provision of the Charters Organizational Documents of Brushy or Bylaws in effect as any of the date hereof of any CareFirst Company (and with respect to CareFirst and the Primary CareFirst Insurersits Subsidiaries, as such Charters and Bylaws are to be amended to accomplish the Conversion); (ii) violate, conflict with, violate or result in a breach of any breach ofprovision of or the loss of any benefit under, or constitute a default whether (or an event which, with or without notice or lapse of time time, or both, would constitute a default) under, result in the termination of or give rise to any a right of termination, cancellation cancellation, modification or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Brushy or its Subsidiaries under, or result in the acceleration under or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of, or render unenforceable, of any note, bond, mortgage, indenture, license (including any license granted by BCBSA)guarantee, franchiseother evidence of indebtedness, permitlease, agreementlicense, lease contract, agreement or other instrument or obligation to which Brushy or any CareFirst Company Subsidiary of Brushy is a party or by which any CareFirst Company, its business either of them or any of its their respective assets is or properties may be bound; , or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 3.4(b) are duly and timely obtained or made and the Brushy Required Vote has been obtained, conflict with or violate any statutefederal, ordinance state, provincial, local or law or any rule, regulation, foreign order, writ, injunction injunction, judgment, settlement, award, decree, statute, law, rule or decree of any Governmental Entity regulation (collectively, the “Laws”) applicable to any CareFirst CompanyBrushy, or by which its business Subsidiaries or any of its assets is boundtheir respective properties or assets; (iv) require any filingexcept, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any Governmental Entity; or (v) result in the creation or imposition case of any lien, charge or encumbrance upon any CareFirst Company's assets; excluding from the foregoing clauses (other than clause ii) and (iiii)) , for such conflicts, violations, breaches and defaults and filingsbreaches, declarationsdefaults, registrationslosses, permitsobligations, consentspayments, approvals and notices, other than approvals of the BCBSA, the absence of which, rights (if exercised) or Liens that individually or in the aggregateaggregate have not had, and would not be reasonably likely to have or result in in, a CareFirst Material Adverse EffectEffect on Brushy.

No Violation; Consents and Approvals. (a) Except as set forth on the CareFirst Disclosure Schedule The execution and subject to the governmental filings delivery by Seller (and other matterseach of Affiliates that are a party thereto) referred to in Section 4.4(b), the execution, delivery and performance of this Agreement and the other Transaction Documents do not, and the performance by CareFirst, Seller and its Affiliates of their obligations hereunder and thereunder and compliance with the provisions of this Agreement, terms hereof and the consummation by CareFirst or any CareFirst Company of the transactions contemplated hereby thereof will not (i) conflict with the Restated Certificate of Incorporation or violate any provisions Amended and Restated Bylaws of Seller or the comparable governing instruments of the Charters Company or Bylaws in effect as any of the date hereof of any CareFirst Company (and with respect to CareFirst and the Primary CareFirst Insurers, as such Charters and Bylaws are to be amended to accomplish the Conversion)Division Entities; (ii) conflict withsubject to receipt of the Consents and the making of Filings referred to in Section 3.6(b) hereof, violate or conflict with any Law applicable to Seller, the Company or any of the Division Entities, including any statute, regulation, and rule of any health care authority having jurisdiction over the Division or the Facilities, including such Laws relating to health care fraud and abuse; or (iii) subject to receipt of the Consents and the making of Filings referred to in Section 3.6(b) hereof, result in any violation of or breach of, or constitute a default whether with or without notice or lapse of time or bothunder, or give rise to any a right of termination, cancellation or acceleration under acceleration, or result in the creation of any Lien upon, any of the termsproperties or assets of the Company or any of the Division Entities, conditions under any Material Contract (as hereinafter defined) or provisions of, or render unenforceable, any note, bond, mortgage, indenture, license DIAGNOSTIC DIVISION-GORES Permit (including any license granted by BCBSA), franchise, permit, agreement, lease or other instrument or obligation as hereinafter defined) to which Seller, the Company or any CareFirst Company of the Division Entities is a party or by or to which any CareFirst CompanySeller, its business the Company or any of its the Division Entities or any of their respective properties or assets is bound; bound or subject, except, in the case of (ii) and (iii) violate above, for any statutesuch conflict, ordinance violation, breach, default, right of termination or law cancellation which (A) would not, individually or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to any CareFirst Company, or by which its business or any of its assets is bound; (iv) require any filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any Governmental Entity; or (v) result in the creation or imposition of any lien, charge or encumbrance upon any CareFirst Company's assets; excluding from the foregoing clauses (other than clause (i)) such conflicts, violations, breaches and defaults and filings, declarations, registrations, permits, consents, approvals and notices, other than approvals of the BCBSA, the absence of which, in the aggregate, would not reasonably be expected to result in a CareFirst Material Adverse EffectEffect or (B) arises from or relates to the legal or regulatory status of Buyer or the nature of Buyer's businesses or its participation in the transactions contemplated hereby.

No Violation; Consents and Approvals. (a) Except as set forth on the CareFirst Disclosure Schedule and subject to the governmental filings (and other matters) referred to in Section 4.4(b)3.6(a) of the Disclosure Letter, the execution, execution and delivery by Seller and performance each of its Affiliates of this Agreement and the Ancillary Agreements to which it is a party do not, and the performance by CareFirst, Seller and its Affiliates of their obligations hereunder and thereunder and compliance with the provisions of this Agreement, terms hereof and the consummation by CareFirst or any CareFirst Company of the transactions contemplated hereby thereof will not (i) conflict with the Restated Certificate of Incorporation or violate any provisions Amended and Restated Bylaws of Seller or the comparable governing instruments of the Charters Company or Bylaws in effect as any of the date hereof of any CareFirst Company (and with respect to CareFirst and the Primary CareFirst Insurers, as such Charters and Bylaws are to be amended to accomplish the Conversion)Division Entities; (ii) conflict withsubject to receipt of the Consents and the making of Filings referred to in Section 3.6(b) hereof (which Consents and Filings, to the extent material to the conduct of the Business, Seller shall have received or made prior to Closing) and subject to satisfaction of the condition set forth in Section 7.1(d) hereof, violate or conflict with any Law applicable to Seller, the Company or any of the Division Entities, including any statute, regulation, and rule of any health care authority having jurisdiction over the Division or the Facilities, including such Laws relating to health care fraud and abuse; or (iii) subject to receipt of the Consents and the making of Filings referred to in Section 3.6(b) hereof, result in any violation of or breach ofor default under, or constitute a default whether with cause the acceleration of vesting in, or without notice payment of any benefits under, accelerate or lapse of time increase any liability or bothobligation under, or give rise to any a right of termination, termination or cancellation or acceleration under result in the creation of any Lien upon any of the termsproperties or assets of the Company or any of the Division Subsidiaries, conditions or provisions ofor, to Seller's Knowledge, any of the Minority Interest Division Entities, under, any Material Contract, Permit, or render unenforceable, any note, bond, mortgage, indenture, license (including any license granted by BCBSA), franchise, permit, agreement, lease or other instrument or obligation Contract constituting Intercompany Indebtedness to which Seller, the Company or any CareFirst Company of the Division Entities is a party or by or to which any CareFirst CompanySeller, its business the Company or any of its the Division Entities or any of their respective properties or assets is bound; bound or subject, except, in the case of (ii) and (iii) violate above, for any statutesuch conflict, ordinance violation, breach, default, right of termination or law cancellation which (A) would not, individually or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to any CareFirst Company, or by which its business or any of its assets is bound; (iv) require any filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any Governmental Entity; or (v) result in the creation or imposition of any lien, charge or encumbrance upon any CareFirst Company's assets; excluding from the foregoing clauses (other than clause (i)) such conflicts, violations, breaches and defaults and filings, declarations, registrations, permits, consents, approvals and notices, other than approvals of the BCBSA, the absence of which, in the aggregate, would not reasonably be expected to result in a CareFirst Material Adverse EffectEffect or (B) arises from or relates to the legal or regulatory status of Buyer or the nature of Buyer's businesses.

No Violation; Consents and Approvals. (a) Except as set forth on Neither the CareFirst Disclosure Schedule execution and subject to the governmental filings (and other matters) referred to in Section 4.4(b), the execution, delivery and performance of this Agreement by CareFirst, compliance with the provisions of this Agreement, and Company nor the consummation by CareFirst or any CareFirst Company of the transactions contemplated hereby by the Company will not (i) violate, breach or conflict with any provision of the Articles of Incorporation or Bylaws or other similar governing documents of the Company or any Subsidiary of the Company, (ii) assuming all consents, approvals, authorizations and permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses have been made, conflict with or violate any provisions Laws applicable to the Company or any Subsidiary or by which the Company or any Subsidiary or any of their respective properties or assets may be bound, (iii) except as set forth on Section 3.04(a)(iii) of the Charters Disclosure Letter, violate or Bylaws in effect as of the date hereof of any CareFirst Company (and with respect to CareFirst and the Primary CareFirst Insurers, as such Charters and Bylaws are to be amended to accomplish the Conversion); (ii) conflict with, violate or result in a breach of any breach provision of, or constitute require any consent, waiver or approval or result in a default whether with or without notice or lapse of time or both, or give rise to any right of termination, cancellation cancellation, modification or acceleration under (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under, any of the terms, conditions or provisions of, or render unenforceable, of any note, bond, mortgage, indenturelease, license (including any license granted by BCBSA)license, agreement, contract, guarantee, franchise, permit, understanding agreement, lease commitment, indenture or other instrument or obligation to which the Company or any CareFirst Company of its Subsidiaries is a party or by which any CareFirst Company, its business the Company or any of its assets is bound; (iii) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to any CareFirst Company, or by which its business Subsidiaries or any of its their respective properties or assets is may be bound; , or (iv) require any filingresult (or, declaration or registration with, or permit, consent or approval of, or with the giving of any notice tonotice, any Governmental Entity; the passage of time or (votherwise, would result) result in the creation or imposition of any lien, charge or encumbrance upon any CareFirst Company's assets; excluding from the foregoing clauses Lien (other than clause (i)a Permitted Lien) such conflicts, violations, breaches and defaults and filings, declarations, registrations, permits, consents, approvals and notices, other than approvals on any asset of the BCBSACompany or any of its Subsidiaries except, the absence in case of whichclauses (ii), (iii) and (iv), as have not had and would not reasonably be expected to have, individually or in the aggregate, would not result in a CareFirst Material Adverse Effect.

No Violation; Consents and Approvals. (a) Except as set forth on the CareFirst Disclosure provided in Schedule and subject to the governmental filings (and other matters) referred to in Section 4.4(b)2.3, neither the execution, delivery and performance by Sellers of this Agreement by CareFirst, compliance with or the provisions of this Agreement, and Ancillary Agreements nor the consummation by CareFirst or any CareFirst Company Sellers of the transactions contemplated hereby and thereby and compliance by Sellers with the terms hereof and thereof will not (i) conflict with with, violate or violate result in any breach of the terms, conditions or provisions of the Charters Sellers' certificates of incorporation or Bylaws in effect as of the date hereof of any CareFirst Company (and with respect to CareFirst and the Primary CareFirst Insurersby-laws, as such Charters and Bylaws are to be amended to accomplish the Conversion); (ii) assuming all required consents are obtained on or prior to Closing, conflict with, violate or result in any breach of, or constitute a default whether or loss of any right under or an event which, with or without notice or the lapse of time or notice or both, would result in a default or loss of any right under or the creation of any security interest upon any of the Assets (or give rise to any right of termination, cancellation or acceleration under acceleration) under, any of the terms, conditions or provisions of, or render unenforceable, of any note, bond, mortgage, indenture, license (including any license granted by BCBSA), franchise, permit, agreement, lease lease, instrument, obligation, understanding or other instrument or obligation arrangement to which any CareFirst Company is Sellers are a party or by which any CareFirst Company, its business Sellers or any of its assets is bound; the Assets may be bound or subject, except for such defaults, losses (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained, (iii) assuming all required consents are obtained on or prior to Closing, violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any Governmental Entity court or of any public, governmental or regulatory body, agency or authority applicable to any CareFirst Company, Sellers or by which its business or any of its properties or assets is bound; may be bound or subject, or (iv) require any filingfiling (other than as may be required to transfer any Permit), declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any Governmental Entity; public, governmental or (v) result in the creation regulatory body, agency or imposition of any lien, charge or encumbrance upon any CareFirst Company's assetsauthority; excluding from the foregoing clauses (other than clause ii), (i)iii) and (iv) such conflicts, violations, breaches and defaults which, and filings, declarations, registrations, permits, consents, approvals and notices, other than approvals of the BCBSA, notices the absence of which, either singly or in the aggregate, would not result in have a CareFirst Material Adverse Effect. With respect to any Ancillary Agreements or any undertaking with respect to any Ancillary Agreements, the representations made in this Agreement shall be limited to such of Sellers as are a signatory to any such Ancillary Agreements.

No Violation; Consents and Approvals. (a) Except as set forth on in Schedule 3.4, neither the CareFirst Disclosure Schedule execution and subject to the governmental filings (and other matters) referred to in Section 4.4(b), the execution, delivery and performance of this Agreement and the Documents required to effect the transactions hereunder, nor the performance by CareFirstSeller, compliance with the provisions International Subsidiary and Parent of this Agreementtheir respective obligations hereunder, and nor the consummation by CareFirst or any CareFirst Company each of Seller, International Subsidiary and Parent of the transactions contemplated hereby do or will not (ia) violate, conflict with or violate any provisions of the Charters or Bylaws in effect as of the date hereof of any CareFirst Company (and with respect to CareFirst and the Primary CareFirst Insurers, as such Charters and Bylaws are to be amended to accomplish the Conversion); (ii) conflict with, violate or result in any breach ofof any provision of the memorandum or articles of association, certificate of incorporation, bylaws or any other similar organizational document of Seller, International Subsidiary or Parent, as applicable, (b) violate, conflict with or result in a violation or any breach of or default under (either immediately or upon notice, lapse of time or both), or constitute a default whether (with or without due notice or lapse of time or both, or give rise to any right of termination, cancellation or acceleration ) under any of the terms, conditions or provisions of, or render unenforceable, of any note, bond, mortgage, indentureindenture or deed of trust, license (including or any license granted by BCBSA), franchise, permit, agreementmaterial license, lease or other instrument or obligation agreement to which any CareFirst Company Seller, International Subsidiary or Parent is a party party, including without limitation the Assigned Contracts, or by to which any CareFirst Companythe Purchased Assets are or may be subject, its business or any of its assets is bound; (iiic) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction judgment, injunction, decree, statute, rule or decree regulation of any court or Governmental Entity Authority applicable to any CareFirst CompanySeller, International Subsidiary or by which its business or any of its assets is bound; Parent, (iv) require any filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any Governmental Entity; or (vd) result in the creation or imposition of any lien, charge or encumbrance upon material Encumbrance on any CareFirst Company's assets; excluding from the foregoing clauses (other than clause (i)) such conflicts, violations, breaches and defaults and filings, declarations, registrations, permits, consents, approvals and notices, other than approvals of the BCBSAPurchased Assets or give to any person any interest or right in any of the Purchased Assets, (e) accelerate the absence maturity of whichor otherwise modify any material liability or obligation relating to the Purchased Assets or the Assumed Liabilities, in the aggregate, would not (f) result in a CareFirst Material Adverse Effectbreach of any of the terms and conditions of, constitute a default under or otherwise cause any impairment of, any Assigned Contract or Permits, that would be material, or (g) require any filing or registration with, notice to or permit, authorization, consent or approval of any third party, including any Governmental Authority.

No Violation; Consents and Approvals. (a) Except as set forth on the CareFirst Disclosure Schedule and subject to the governmental filings (and other matters) referred to in Section 4.4(b)3.6(a) of the Disclosure Letter, the execution, execution and delivery by Seller and performance each of its Affiliates of this Agreement and the Ancillary Agreements to which it is a party do not, and the performance by CareFirst, Seller and its Affiliates of their obligations hereunder and thereunder and compliance with the provisions of this Agreement, terms hereof and the consummation by CareFirst or any CareFirst Company of the transactions contemplated hereby thereof will not (i) conflict with the Restated Certificate of Incorporation or violate any provisions Amended and Restated Bylaws of Seller or the comparable governing instruments of the Charters Company or Bylaws in effect as any of the date hereof of any CareFirst Company (and with respect to CareFirst and the Primary CareFirst Insurers, as such Charters and Bylaws are to be amended to accomplish the Conversion)Division Entities; (ii) conflict withsubject to receipt of the Consents and the making of Filings referred to in Section 3.6(b) hereof (which Consents and Filings, to the extent material to the conduct of the Business, Seller shall have received or made prior to Closing) and subject to satisfaction of the condition set forth in Section 7.1(d) hereof) violate or conflict with any Law applicable to Seller, the Company or any of the Division Entities, including any statute, regulation, and rule of any health care authority having jurisdiction over the Division or the Facilities, including such Laws relating to health care fraud and abuse; or (iii) subject to receipt of the Consents and the making of Filings referred to in Section 3.6(b) hereof, result in any violation of or breach ofor default under, or constitute a default whether with cause the acceleration of vesting in, or without notice payment of any benefits under, accelerate or lapse of time increase any liability or bothobligation under, or give rise to any a right of termination, termination or cancellation or acceleration under result in the creation of any Lien upon any of the termsproperties or assets of the Company or any of the Division Subsidiaries, conditions or provisions ofor, to Seller's Knowledge, any of the Minority Interest Division Entities, under, any Material Contract (as hereinafter defined), Permit (as hereinafter defined), or render unenforceable, any note, bond, mortgage, indenture, license (including any license granted by BCBSA), franchise, permit, agreement, lease or other instrument or obligation Contract constituting Intercompany Indebtedness to which Seller, the Company or any CareFirst Company of the Division Entities is a party or by or to which any CareFirst CompanySeller, its business the Company or any of its the Division Entities or any of their respective properties or assets is bound; bound or subject, except, in the case of (ii) and (iii) violate above, for any statutesuch conflict, ordinance violation, breach, default, right of termination or law cancellation which (A) would not, individually or any rule, regulation, order, writ, injunction or decree of any Governmental Entity applicable to any CareFirst Company, or by which its business or any of its assets is bound; (iv) require any filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any Governmental Entity; or (v) result in the creation or imposition of any lien, charge or encumbrance upon any CareFirst Company's assets; excluding from the foregoing clauses (other than clause (i)) such conflicts, violations, breaches and defaults and filings, declarations, registrations, permits, consents, approvals and notices, other than approvals of the BCBSA, the absence of which, in the aggregate, would not reasonably be expected to result in a CareFirst Material SURGERY CENTERS DIVISION Adverse EffectEffect or (B) arises from or relates to the legal or regulatory status of Buyer or the nature of Buyer's businesses.

No Violation; Consents and Approvals. (a) Except as set forth on The offering, issuance and sale by Issuer of the CareFirst Disclosure Schedule and subject to Indicated Units being delivered at the governmental filings (and other matters) referred to in Section 4.4(b)Closing Date, the execution, delivery and performance of this Agreement the Transaction Documents by CareFirst, compliance with the provisions of this Agreement, Partnership Parties that are party thereto and the consummation by CareFirst or any CareFirst Company the Partnership Parties that are party thereto of the transactions Transactions contemplated hereby by such Transaction Documents do not and will not not: (i) conflict with or violate result in any provisions breach of any provision of the Charters certificate of formation, partnership agreement, limited liability company agreement or Bylaws in effect as other organizational or charter documents of any of the date hereof of any CareFirst Company (and with respect to CareFirst and the Primary CareFirst Insurers, as such Charters and Bylaws are to be amended to accomplish the Conversion)Partnership Parties; (ii) conflict with, violate or result in any breach of, or constitute a default whether (or an event that with or without notice or lapse of time or bothboth would become a default) under, or give rise to any right of termination, cancellation cancellation, amendment or acceleration (with or without notice, lapse of time or both) under any of the terms, conditions or provisions of, or render unenforceable, of any note, bond, mortgage, indenture, license (including any license granted by BCBSA)license, franchise, permit, agreement, lease agreement or other instrument or obligation to which any CareFirst Company a Partnership Party is a party or by which any CareFirst Companyproperty or asset of the Partnership Parties is bound or affected, its business except to the extent that such default, termination, amendment, acceleration or any cancellation right would not have or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, except as disclosed in Section 4.3 of its assets is boundthe Disclosure Schedule; (iii) violate result in a violation of any law, statute, ordinance or law or any rule, regulation, order, writjudgment, injunction injunction, decree or decree other restriction of any Governmental Entity applicable court or governmental authority to which any CareFirst Company, of the Partnership Parties is subject (including federal and state securities laws and regulations) or by which its business any property or any asset of its assets the Partnership Parties is boundbound or affected, except to the extent that such violation would not have or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; or (iv) require any filingexcept as set forth in the Transaction Documents, declaration result or registration with, or permit, consent or approval of, or the giving of any notice to, any Governmental Entity; or (v) will result in the creation or imposition of any lien, charge or encumbrance upon any CareFirst Company's assets; excluding from the foregoing clauses (other than clause (i)) such conflicts, violations, breaches and defaults and filings, declarations, registrations, permits, consents, approvals and notices, other than approvals property or assets of any of the BCBSAPartnership Parties, the absence of whichwhich liens would have, individually or in the aggregate, would not result in a CareFirst Material Adverse EffectEffect as the case may be.

No Violation; Consents and Approvals. (a) Except as set forth on the CareFirst Disclosure Schedule and subject to the governmental filings (and other matters) referred to in Section 4.4(b), Neither the execution, delivery and performance of this Agreement by CareFirst, compliance with or the provisions of this Agreement, and Ancillary Agreements nor the consummation by CareFirst VGC or any CareFirst Company VRI of the transactions contemplated hereby or thereby will not (ia) conflict with with, violate or violate result in any breach of the terms, conditions or provisions of the Charters VGC’s and VRI’s articles of incorporation or Bylaws in effect as of the date hereof of any CareFirst Company (and with respect to CareFirst and the Primary CareFirst Insurersby-laws, as such Charters amended and Bylaws are to be amended to accomplish the Conversion); as currently in place, (iib) conflict with, violate or result in any breach of, or constitute a default whether with or without notice or lapse of time or both, (or give rise to any right of termination, cancellation or acceleration under acceleration) under, any of the terms, conditions or provisions of, or render unenforceable, of any note, bond, mortgage, indenture, license (including any license granted by BCBSA), franchise, permit, agreement, lease lease, instrument, obligation, understanding or other instrument or obligation arrangement to which any CareFirst Company either VGC or VRI is a party or by which any CareFirst Company, its business either VGC or VRI or any of its assets is bound; the Assets may be bound or subject, except for such defaults (iiior rights of termination, cancellation or acceleration), as to which requisite waivers or consents have been obtained or are to be obtained as contemplated herein, (c) violate any statute, ordinance or law or any rule, regulation, order, judgment, writ, injunction or decree of any Governmental Entity court or of any public, governmental or regulatory body, agency or authority applicable to any CareFirst Company, VGC or VRI or by which its business or any of its their respective properties or assets is bound; may be bound or subject, or (ivd) other than providing the required notice to Newmont under Section 11 of the 2006 Mineral Lease or obtaining the consent of Newmont to the assignment of the 2006 Mineral Lease, and providing thirty (30) days notice to the lessor under the SFP Lease that Buyer will replace VRI as sublessee thereunder, require any filing, declaration or registration with, or permit, consent or approval of, or the giving of any notice to, any Governmental Entity; person or (v) result in the creation entity, including any public, governmental or imposition of any lienregulatory body, charge agency or encumbrance upon any CareFirst Company's assets; excluding from the foregoing clauses (other than clause (i)) such conflicts, violations, breaches and defaults and filings, declarations, registrations, permits, consents, approvals and notices, other than approvals of the BCBSA, the absence of which, in the aggregate, would not result in a CareFirst Material Adverse Effectauthority.

No Violation; Consents and Approvals. (a) Except as set forth on The offering, issuance and sale by Issuer of the CareFirst Disclosure Schedule Indicated Units being delivered at the Closing Date, the offering, issuance and subject to sale by GP of the governmental filings (and other matters) referred to in Section 4.4(b)Indicated Member Interests being delivered at the Closing Date, the execution, delivery and performance of this Agreement the Transaction Documents by CareFirst, compliance with the provisions of this Agreement, Quest Parties that are party thereto and the consummation by CareFirst or any CareFirst Company the Quest Parties that are party thereto of the transactions contemplated hereby Transactions do not and will not not: (i) conflict with or violate result in any provisions breach of any provision of the Charters articles of incorporation, certificate of formation, partnership agreement or Bylaws in effect as other organizational or charter documents of any of the date hereof of any CareFirst Company (and with respect to CareFirst and the Primary CareFirst Insurers, as such Charters and Bylaws are to be amended to accomplish the Conversion)Quest Parties; (ii) conflict with, violate or result in any breach of, or constitute a default whether (or an event that with or without notice or lapse of time or bothboth would become a default) under, or give rise to any right of termination, cancellation cancellation, amendment or acceleration (with or without notice, lapse of time or both) under any of the terms, conditions or provisions of, or render unenforceable, of any note, bond, mortgage, indenture, license (including any license granted by BCBSA)license, franchise, permit, agreement, lease agreement or other instrument or obligation to which any CareFirst Company a Quest Party is a party or by which any CareFirst Companyproperty or asset of the Quest Parties is bound or affected, its business except to the extent that such default, termination, amendment, acceleration or any cancellation right would not have or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or a QRC Material Adverse Effect, as the case may be, except disclosed in Section 3.3 of its assets is boundthe Disclosure Schedule; (iii) violate result in a violation of any law, statute, ordinance or law or any rule, regulation, order, writjudgment, injunction injunction, decree or decree other restriction of any Governmental Entity applicable court or governmental authority to which any CareFirst Company, of the Quest Parties is subject (including federal and state securities laws and regulations) or by which its business any property or any asset of its assets the Quest Parties is boundbound or affected, except to the extent that such violation would not have or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or a QRC Material Adverse Effect, as the case may be; or (iv) require any filingexcept as set forth in the Transaction Documents, declaration result or registration with, or permit, consent or approval of, or the giving of any notice to, any Governmental Entity; or (v) will result in the creation or imposition of any lien, charge or encumbrance upon any CareFirst Company's assets; excluding from the foregoing clauses (other than clause (i)) such conflicts, violations, breaches and defaults and filings, declarations, registrations, permits, consents, approvals and notices, other than approvals property or assets of any of the BCBSAPartnership Parties, the absence of whichwhich liens would have, individually or in the aggregate, would not result in a CareFirst Material Adverse Effect or a QRC Material Adverse Effect, as the case may be.