Common use of Non-Contravention; Approvals and Consents Clause in Contracts

Non-Contravention; Approvals and Consents. (a) Except as set forth in Section 4.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or code of regulations or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) subject to the obtaining of the Company Shareholders' Approval, if required by law, and the taking of the actions described in paragraph (b) of this Section 4.04, (x) any - statute, law, rule, regulation or ordinance (together, "Laws"), or any judgment, decree, order, writ, permit or license (together, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, - concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, - - rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement (but not excluding any conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations or impositions of Liens under (i) the Company Store Leases (as defined in Section 4.16(b)) other than those that can not reasonably be expected to have a material adverse impact on one or more Company Store Lease or (ii) the Wright Holdings Merger Agreement (as defined in Section 10.11(x))).

Non-Contravention; Approvals and Consents. (ai) Except as set forth in Section 4.04 of the Company Disclosure Letter, the The execution and delivery of this Agreement by the Company do FM&I does not, and the performance by the Company FM&I of its their obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien lien, claim, mortgage, encumbrance, pledge, security interest, equity, or charge of any kind (any of the foregoing, a "Lien") upon any of the assets or properties of the Company or any of its Subsidiaries under, FM&I under any of the terms, conditions conditions, or provisions of (ix) the certificates or articles respective Certificates of incorporation or code Incorporation of regulations or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) subject to the obtaining of the Company Shareholders' Approval, if required by law, and the taking of the actions described in paragraph (b) of this Section 4.04FM&I, (xy) any - statute, law, rule, regulation regulation, or ordinance (togethercollectively, "Laws"), or any judgment, decree, order, writ, permit permit, or license (togethercollectively, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official official, or other instrumentality of the United States, any foreign country country, or any domestic or foreign state, county, city city, or other political subdivision (a "Governmental or Regulatory Authority") ), applicable to the Company or any of its Subsidiaries FM&I or any of their respective assets or properties, or (yz) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, - concession, contract, lease (capital or operating) or other instrument, obligation obligation, or agreement of any kind (togethercollectively, "Contracts") to which the Company or any of its Subsidiaries Xxxxxxxxxxx.xxx, Madman or Impact is a party or by which the Company or any of its Subsidiaries FM&I or any of their respective assets or properties is bound, excluding from the foregoing clauses (xy) and (yz) conflicts, violations, breaches, defaults, - - rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations creations, and impositions of Liens thatwhich, individually or in the aggregate, would could not be reasonably be expected to have a material adverse effect Material Adverse Effect on the Company and its Subsidiaries taken as a whole FM&I or on the its ability of the Company to consummate the transactions contemplated by this Agreement (but not excluding any conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations or impositions of Liens under (i) the Company Store Leases (as defined in Section 4.16(b)) other than those that can not reasonably be expected to have a material adverse impact on one or more Company Store Lease or (ii) the Wright Holdings Merger Agreement (as defined in Section 10.11(x)))Agreement.

Non-Contravention; Approvals and Consents. (a) Except as set forth in Section 4.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or code of regulations or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) subject to the obtaining of the Company Shareholders' Approval, if required by law, and the taking of the actions described in paragraph (b) of this Section 4.04, (x) any - statute, law, rule, regulation or - ordinance (together, "Laws"), or any judgment, decree, order, writ, permit or license (together, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) any note, bond, - mortgage, security agreement, indenture, license, franchise, permit, - concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, - - violations, breaches, defaults, - - rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement (but not excluding any conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations or impositions of Liens under (i) the Company Store Leases (as defined in Section 4.16(b)) other than those that can not reasonably be expected to have a material adverse impact on one or more Company Store Lease or (ii) the Wright Xxxxxx Holdings Merger Agreement (as defined in Section 10.11(x10.11(i))).

Non-Contravention; Approvals and Consents. (ai) Except as set forth in Section 4.04 of the Company Disclosure LetterSchedule 3.01(d)(i) hereto, the execution and delivery of this Agreement by the Company do Mango does not, and the performance by the Company Mango of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien lien, claim, mortgage, encumbrance, pledge, security interest, equity or charge of any kind (any of the foregoing, a "Lien") upon any of the assets or properties of the Company or any of its Subsidiaries under, Mango under any of the terms, conditions or provisions of (ix) the certificates or articles Certificate of incorporation or code Incorporation of regulations or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) subject to the obtaining of the Company Shareholders' Approval, if required by law, and the taking of the actions described in paragraph (b) of this Section 4.04Mango, (xy) any - statute, law, rule, regulation or ordinance (togethercollectively, "Laws"), or any judgment, decree, order, writ, permit or license (togethercollectively, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country country, or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") ), applicable to the Company Mango or any of its Subsidiaries or any of their respective assets or properties, or (yz) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, - concession, contract, lease (capital or operating) or other instrument, obligation or agreement of any kind (togethercollectively, "Contracts") to which the Company or any of its Subsidiaries Mango is a party or by which the Company Mango or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (xy) and (yz) conflicts, violations, breaches, defaults, - - rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens thatwhich, individually or in the aggregate, would could not be reasonably be expected to have a material adverse effect Material Adverse Effect on the Company and its Subsidiaries taken as a whole Mango or on the its ability of the Company to consummate the transactions contemplated by this Agreement (but not excluding any conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations or impositions of Liens under (i) the Company Store Leases (as defined in Section 4.16(b)) other than those that can not reasonably be expected to have a material adverse impact on one or more Company Store Lease or (ii) the Wright Holdings Merger Agreement (as defined in Section 10.11(x)))Agreement.

Non-Contravention; Approvals and Consents. (ai) Except as set forth in Section 4.04 of the Company Disclosure Letter, the The execution and delivery of this Agreement by the Company do FED does not, and the performance by the Company FED of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien lien, claim, mortgage, encumbrance, pledge, security interest, equity, or charge of any kind (any of the foregoing, a "LIEN") upon any of the assets or properties of the Company or any of its Subsidiaries under, FED under any of the terms, conditions conditions, or provisions of (ix) the certificates or articles Certificate of incorporation or code Incorporation of regulations or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) subject to the obtaining of the Company Shareholders' Approval, if required by law, and the taking of the actions described in paragraph (b) of this Section 4.04FED, (xy) any - statute, law, rule, regulation regulation, or ordinance (togethercollectively, "LawsLAWS"), or any judgment, decree, order, writ, permit permit, or license (togethercollectively, "OrdersORDERS"), of any court, tribunal, arbitrator, authority, agency, commission, official official, or other instrumentality of the United States, any foreign country country, or any domestic or foreign state, county, city city, or other political subdivision (a "Governmental or Regulatory AuthorityGOVERNMENTAL OR REGULATORY AUTHORITY") ), applicable to the Company FED or any of its Subsidiaries or any of their respective assets or properties, or (yz) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, - concession, contract, lease (capital or operating) or other instrument, obligation obligation, or agreement of any kind (togethercollectively, "ContractsCONTRACTS") to which the Company or any of its Subsidiaries FED is a party or by which the Company FED or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (xy) and (yz) conflicts, violations, breaches, defaults, - - rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations creations, and impositions of Liens thatwhich, individually or in the aggregate, would could not be reasonably be expected to have a material adverse effect Material Adverse Effect on the Company and its Subsidiaries taken as a whole FED or on the its ability of the Company to consummate the transactions contemplated by this Agreement (but not excluding any conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations or impositions of Liens under (i) the Company Store Leases (as defined in Section 4.16(b)) other than those that can not reasonably be expected to have a material adverse impact on one or more Company Store Lease or (ii) the Wright Holdings Merger Agreement (as defined in Section 10.11(x)))Agreement.

Non-Contravention; Approvals and Consents. (a) Except as set forth in Section 4.04 of the Company Disclosure Letter, the The execution and delivery by the Company and the Operating Partnership of this Agreement by and the Company Transaction Agreements to which it is a party do not, and the performance by the Company and the Operating Partnership of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or code of regulations or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) subject to the obtaining of the Company Shareholders' Approval, if required by law, and the taking of the actions and obtaining the approvals described in paragraph (b) of this Section 4.04Section, (x) any - statute, law, rule, regulation or ordinance (together, "Laws"), or any judgment, decree, order, writ, permit or license (together, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country States or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") ), applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, - concession, contract, lease agreement or other instrument, obligation or agreement of any kind (together, "Contracts") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, - - rights of payment or reimbursementreimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens thatwhich, individually or in the aggregate, would could not be reasonably be expected to have a Material Adverse Effect or adversely affect in any material adverse effect on the Company and its Subsidiaries taken as a whole or on respect the ability of the Company or the Operating Partnership to consummate the transactions contemplated by this Agreement (but not excluding any conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations or impositions of Liens under (i) the Company Store Leases (as defined in Section 4.16(b)) other than those that can not reasonably be expected Transaction Agreements to have which it is a material adverse impact on one or more Company Store Lease or (ii) the Wright Holdings Merger Agreement (as defined in Section 10.11(x)))party.

Non-Contravention; Approvals and Consents. (a) Except as set forth disclosed in Section 4.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company do does not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) subject to the obtaining of the Company Shareholders' Approval, the certificates or articles of incorporation or code of regulations or bylaws (or other comparable charter documents) of the Company or any of its SubsidiariesCompany, or (ii) subject to the obtaining of the Company Shareholders' Approval, if required by law, Approval and the taking of the actions described in paragraph (b) of this Section 4.04Article, (x) any - statute, law, rule, regulation or ordinance (together, "Laws"), or any judgment, decree, order, writ, permit or license (together, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country States or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") ), applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, - concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, - - rights of payment payments or reimbursementreimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens thatwhich, individually or in the aggregate, would could not be reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement (but not excluding any conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations or impositions of Liens under (i) the Company Store Leases (as defined in Section 4.16(b)) other than those that can not reasonably be expected to have a material adverse impact on one or more Company Store Lease or (ii) the Wright Holdings Merger Agreement (as defined in Section 10.11(x)))Agreement.

Non-Contravention; Approvals and Consents. (a) Except as set forth in Section 4.04 of the Company Disclosure Letter, the The execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation by it of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or code of regulations or bylaws (or other comparable charter documents) of the Company or any of its SubsidiariesCompany, or (ii) subject to the obtaining of the Company ShareholdersStockholders' Approval, if required by law, Approval and the taking of the actions described in paragraph (b) of this Section 4.04Section, (x) any - statute, law, rule, regulation or ordinance (together, "Lawslaws"), or any judgment, decree, order, writ, permit or license (together, "Ordersorders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, - concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, - - rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens thatwhich, individually or in the aggregate, would could not be reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement (but not excluding any conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations or impositions of Liens under (i) the Company Store Leases (as defined in Section 4.16(b)) other than those that can not reasonably be expected to have a material adverse impact on one or more Company Store Lease or (ii) the Wright Holdings Merger Agreement (as defined in Section 10.11(x)))Agreement.

Non-Contravention; Approvals and Consents. (ai) Except as set forth in Section 4.04 of the Company Disclosure Letter, the The execution and delivery of this Agreement by the Company do PIC does not, and the performance by the Company PIC of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien lien, claim, mortgage, encumbrance, pledge, security interest, equity or charge of any kind (any of the foregoing, a "Lien") upon any of the assets or properties of the Company or any of its Subsidiaries under, PIC under any of the terms, conditions or provisions of (ix) the certificates or articles Certificate of incorporation or code Incorporation of regulations or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) subject to the obtaining of the Company Shareholders' Approval, if required by law, and the taking of the actions described in paragraph (b) of this Section 4.04PIC, (xy) any - statute, law, rule, regulation or ordinance (togethercollectively, "Laws"), or any judgment, decree, order, writ, permit or license (togethercollectively, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country country, or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") ), applicable to the Company PIC or any of its Subsidiaries or any of their respective assets or properties, or (yz) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, - concession, contract, lease (capital or operating) or other instrument, obligation or agreement of any kind (togethercollectively, "Contracts") to which the Company or any of its Subsidiaries PIC is a party or by which the Company PIC or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (xy) and (yz) conflicts, violations, breaches, defaults, - - rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens thatwhich, individually or in the aggregate, would could not be reasonably be expected to have a material adverse effect Material Adverse Effect on the Company and its Subsidiaries taken as a whole PIC or on the its ability of the Company to consummate the transactions contemplated by this Agreement (but not excluding any conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations or impositions of Liens under (i) the Company Store Leases (as defined in Section 4.16(b)) other than those that can not reasonably be expected to have a material adverse impact on one or more Company Store Lease or (ii) the Wright Holdings Merger Agreement (as defined in Section 10.11(x)))Agreement.

Non-Contravention; Approvals and Consents. (a) Except as set forth in Section 4.04 of the Company Disclosure Letter, the The execution and delivery of this Agreement by the Company MDI and Merger Sub do not, and the performance by the Company MDI and Merger Sub of its their obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of the Company MDI, Merger Sub or any Subsidiaries of its Subsidiaries under, MDI under any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or code of regulations or bylaws (or other comparable charter documents) of the Company MDI, Merger Sub or any Subsidiaries of its SubsidiariesMDI, or (ii) subject to the obtaining of the Company Shareholders' Approval, if required by law, and the taking of the actions described in paragraph (b) of this Section 4.04, (x) any - statute, law, rule, regulation or ordinance (together, "Laws"“laws”), or any judgment, decree, order, writ, permit or license (together, "Orders"“orders”), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "“Governmental or Regulatory Authority"”) applicable to the Company MDI or any of its Subsidiaries or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, - concession, contract, lease or other instrument, obligation or agreement of any kind (together, "“Contracts"”) to which the Company MDI or any of its Subsidiaries is a party or by which the Company MDI or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, - - rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens thatwhich, individually or in the aggregate, would could not be reasonably be expected to have a material adverse effect on the Company and MDI or its Subsidiaries taken as a whole or on the ability of the Company MDI or Merger Sub to consummate the transactions contemplated by this Agreement (but not excluding any conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations or impositions of Liens under (i) the Company Store Leases (as defined in Section 4.16(b)) other than those that can not reasonably be expected to have a material adverse impact on one or more Company Store Lease or (ii) the Wright Holdings Merger Agreement (as defined in Section 10.11(x)))Agreement.

Non-Contravention; Approvals and Consents. (ai) Except as set forth in Section 4.04 of the Company Disclosure Letter, the The execution and delivery of this Agreement by the Company do WMLLC does not, and the performance by the Company WMLLC of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien lien, claim, mortgage, encumbrance, pledge, security interest, equity or charge of any kind (any of the foregoing, a "Lien") upon any of the assets or properties of the Company or any of its Subsidiaries under, WMLLC under any of the terms, conditions or provisions of (ix) the certificates Certificate of Formation or articles Operating Agreement of incorporation or code of regulations or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) subject to the obtaining of the Company Shareholders' Approval, if required by law, and the taking of the actions described in paragraph (b) of this Section 4.04WMLLC, (xy) any - statute, law, rule, regulation or ordinance (togethercollectively, "Laws"), or any judgment, decree, order, writ, permit or license (togethercollectively, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country country, or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") ), applicable to the Company WMLLC or any of its Subsidiaries or any of their respective assets or properties, or (yz) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, - concession, contract, lease (capital or operating) or other instrument, obligation or agreement of any kind (togethercollectively, "Contracts") to which the Company or any of its Subsidiaries WMLLC is a party or by which the Company WMLLC or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (xy) and (yz) conflicts, violations, breaches, defaults, - - rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens thatwhich, individually or in the aggregate, would could not be reasonably be expected to have a material adverse effect Material Adverse Effect on the Company and its Subsidiaries taken as a whole WMLLC or on the its ability of the Company to consummate the transactions contemplated by this Agreement (but not excluding any conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations or impositions of Liens under (i) the Company Store Leases (as defined in Section 4.16(b)) other than those that can not reasonably be expected to have a material adverse impact on one or more Company Store Lease or (ii) the Wright Holdings Merger Agreement (as defined in Section 10.11(x)))Agreement.

Non-Contravention; Approvals and Consents. (a) Except as set forth disclosed in Section 4.04 3.5 of Endologix Disclosure Schedule, and except for the filing of the Company Disclosure LetterAgreement of Merger and other appropriate merger documents required by the DGCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, the execution and delivery of this Agreement by the Company do Endologix does not, and the performance by the Company Endologix of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien pledges, claims, liens, charges, encumbrances, and security interests of any kind or nature whatsoever (collectively, "Liens") upon any of the assets or properties of the Company or any of its Subsidiaries Endologix under, any of the terms, conditions or provisions of (i) the certificates Certificate of Incorporation or articles Bylaws of incorporation or code of regulations or bylaws (or other comparable charter documents) of the Company or any of its SubsidiariesEndologix, or (ii) subject to the obtaining of the Company Shareholders' Approval, if required by law, and the taking of the actions described in paragraph (b) of this Section 4.04, (x) any - statute, law, rule, regulation or ordinance (together, "Laws"), or any judgment, decree, order, writ, permit or license (together, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country States or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") ), applicable to the Company Endologix or any of its Subsidiaries or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, - concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which the Company or any of its Subsidiaries Endologix is a party or by which the Company Endologix or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, - - rights of payment or reimbursementpayments, reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens thatwhich, individually or in the aggregate, would could not reasonably be expected to have a material adverse effect Material Adverse Effect on the Company and its Subsidiaries taken as a whole Endologix or on the ability of the Company Endologix to consummate the transactions contemplated by this Agreement (but not excluding any conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations or impositions of Liens under (i) the Company Store Leases (as defined in Section 4.16(b)) other than those that can not reasonably be expected to have a material adverse impact on one or more Company Store Lease or (ii) the Wright Holdings Merger Agreement (as defined in Section 10.11(x)))Agreement.

Non-Contravention; Approvals and Consents. (a) Except as set forth in Section 4.04 of the Company Disclosure Letter, the The execution and delivery of this Agreement by the Company Micrografx do not, and the performance by the Company Micrografx of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of the Company Micrografx or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or code of regulations or bylaws (or other comparable charter documents) of the Company Micrografx or any of its Subsidiaries, or (ii) subject to the obtaining of the Company Micrografx Shareholders' Approval, if required by law, Approval and the taking of the actions described in paragraph (b) of this Section 4.043.04, (x) any - statute, law, rule, regulation or ordinance (together, "Lawslaws"), or any judgment, decree, order, writ, permit or license (together, "Ordersorders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, province, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to the Company Micrografx or any of its Subsidiaries or any of their respective assets or properties, or (y) to the knowledge of Micrografx, except as disclosed in Section 3.04 of the Micrografx Disclosure Letter, any note, bond, mortgage, security agreement, indenture, license, franchise, permit, - concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which the Company Micrografx or any of its Subsidiaries is a party or by which the Company Micrografx or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, - - rights of payment or reimbursementreimbursement obligations, terminations, cancellations, modifications, accelerations and creations and impositions of Liens thatwhich, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company Micrografx and its Subsidiaries taken as a whole or on the ability of the Company Micrografx to consummate the transactions contemplated by this Agreement (but not excluding any conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations or impositions of Liens under (i) the Company Store Leases (as defined in Section 4.16(b)) other than those that can not reasonably be expected to have a material adverse impact on one or more Company Store Lease or (ii) the Wright Holdings Merger Agreement (as defined in Section 10.11(x)))Agreement.