Common use of No Violations, etc Clause in Contracts

No Violations, etc. The execution and delivery of this Agreement do not or will not, as the case may be, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof do not or will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of ADI under, any provision of (i) the Certificate of Incorporation or Bylaws of ADI, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to ADI, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to ADI or any of its properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, losses, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on ADI, materially impair the ability of ADI to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Agency") is required by or with respect to ADI in connection with the execution and delivery of this Agreement by ADI or is necessary for the consummation by ADI of the Asset Purchase, except for such consents, orders, authorizations, registrations, declarations and filings, the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on ADI, materially impair the ability of ADI to perform its obligations hereunder or prevent the consummation of the transaction contemplated hereby.

No Violations, etc. The (a) Assuming that all filings or waivers thereof have been duly made or obtained as contemplated by Section 6.5(b) hereof and assuming the accuracy of the representations set forth in Article V, neither the execution and delivery of this Agreement do not or will not, as and the case may be, and Registration Rights Agreement by Delphi nor the consummation of the Merger or other transactions contemplated hereby and or thereby nor compliance by Delphi with any of the provisions hereof do not or thereof will not(i) violate, conflict with, or result in a breach of any violation provision of, or con- stitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, or give rise to result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination, cancelation termination or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lienLien, security interest, charge or encumbrance upon any of the properties or assets of ADI Delphi or any of Delphi's subsidiaries under, any provision of the terms, conditions or provisions of (ix) the Certificate of Incorporation their respective charters or Bylaws of ADIby-laws, (iiy) any loan or credit agreement, note, bond, mortgage, indenture, lease indenture or other agreement, instrument, permit, concession, franchise or license applicable to ADIdeed of trust, or (iiiz) any license, lease, agreement or other instrument or obligation to which Delphi or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to ADI Delphi or any of its Delphi's subsidiaries or any of their respective properties or assets, other thanexcept, in the case of clauses (i)(y), (i)(z) and (ii) or (iii)above, any for such violations, conflicts, violationsbreaches, defaults, lossesterminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances thatwhich would not, individually or in the aggregate, would not either have a Delphi Material Adverse Effect on ADI, or materially impair the ability of ADI to perform its obligations hereunder or prevent the consummation of any of the Merger or other transactions contemplated hereby. . (b) No filing or registration with, or notification to and no permit, authorization, consent or approval of, of any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Agency") entity is required by Delphi, Delphi Subsidiary or with respect to ADI any of Delphi's subsidiaries in connection with the execution and delivery of this Agreement by ADI or is necessary for the consummation by ADI Delphi of the Asset PurchaseMerger or other transactions contemplated hereby, except for (i) the filing of the Delaware Certificate of Merger and the California Certificate of Merger, (ii) filings with the New York Stock Exchange, Inc. ("NYSE"), (iii) filings with the SEC and state securities administrators, and (iv) such consentsother filings, ordersregistrations, notifications, permits, authorizations, registrations, declarations and filings, consents or approvals the failure of which to be obtained obtained, made or made given would not, individually or in the aggregate, either have a an Delphi Material Adverse Effect on ADI, or materially impair the ability of ADI to perform its obligations hereunder or prevent the 50 -43- consummation of the transaction Merger or other transactions contemplated hereby.