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

Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated hereby will not, (i) subject to receipt of the Company Shareholder Approval, result in a violation of any provision of the Organizational Documents of the Company or any of its Subsidiaries, (ii) subject to receipt of the Company Shareholder Approval and assuming that all consents, approvals and authorizations contemplated by Section 3.03(b) have been obtained and all notices and filings described in Section 3.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against the Company or any of its Subsidiaries or any of their respective properties or assets, or (iii) with or without notice, lapse of time or both, result in any breach of, or constitute a default under, or give rise to a right of acceleration or termination under, or give rise to the creation of any Lien (other than Permitted Liens) on any of the Company or its Subsidiaries assets pursuant to, or result in any change in the rights or obligations of any Person under, or require any notice, consent or waiver under, any Contract, except in the case of clauses (ii) and (iii) as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect or, in the case of clause (iii), to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by the Company of its obligations hereunder. Section 3.03(a) of the Disclosure Schedule sets forth a correct and complete list of Material Contracts entered into prior to the date of this Agreement pursuant to which notices, consents or waivers are or may be required prior to consummation of the Merger and the other transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).

Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by each of the Company do notStockholder and the Company and the Ancillary Documents to which each is a party, and the consummation by the Company Stockholder and the Company, as applicable, of the transactions contemplated hereby will notTransactions, and the performance by the Company Stockholder and the Company of their respective obligations hereunder and thereunder, except as set forth in Section 3.6 of the Company Disclosure Schedule and except for such Consents required for the “assignment” (or deemed assignment) by the Company of each Company CLO Management Agreement under applicable Law, including the Investment Advisers Act, and the Company CLO Management Agreements: (i) subject to receipt of the Company Shareholder Approval, result in a violation of do not violate any provision of the Organizational Company CLO Issuer Operative Documents or the Constituent Documents of the Company Stockholder, the Company or any of its the Company’s Subsidiaries, ; and (iiii)(A) subject to receipt do not conflict with or violate in any material respect any applicable Law of any Governmental Authority having jurisdiction over the Company Shareholder Approval and assuming that all consentsStockholder, approvals and authorizations contemplated by Section 3.03(b) have been obtained and all notices and filings described in Section 3.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against the Company or any of its the Company’s Subsidiaries or any part of the properties or assets of the Company Stockholder, the Company or any of the Company’s Subsidiaries, (B) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Company CLO Management Agreement or Company CLO Issuer Operative Document in each case, except as would not have a Company Material Adverse Effect, (C) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract other than a Company CLO Management Agreement or Company CLO Issuer Operative Document to which the Company Stockholder, the Company or any of the Company’s Subsidiaries is a party or by which any of their respective properties or assets is bound, in each case, except as would not have a Company Material Adverse Effect, (D) do not result in the creation or imposition of any material Lien on any part of the properties or assets of the Company Stockholder, the Company or any of the Company’s Subsidiaries, (E) do not violate any Order binding on the Company Stockholder, the Company or any of the Company’s Subsidiaries or any part of their respective properties or assets, and (F) do not otherwise require any material Governmental Approvals or (iii) with or without noticeany material Third Party Consents, lapse of time or bothin each case, result in any breach of, or constitute a default under, or give rise to a right of acceleration or termination under, or give rise to the creation of any Lien (other than Permitted Liens) on any of the Company or its Subsidiaries assets pursuant to, or result in any change in the rights or obligations of any Person under, or require any notice, consent or waiver under, any Contract, except in the case of clauses (ii) and (iii) as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect or, in the case of clause (iii), to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by the Company of its obligations hereunder. Section 3.03(a) of the Disclosure Schedule sets forth a correct and complete list of Material Contracts entered into prior to the date of this Agreement pursuant to which notices, consents or waivers are or may be required prior to consummation of the Merger and the other transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above)Consents.

Non-Contravention; Consents and Approvals. Except for (a) The execution filings under the HSR Act, (b) the Foreign Antitrust Approvals, (c) reports, filings, registrations, consents, approvals, permits, authorizations and/or notices with or to the Federal Communications Commission (“FCC”) pursuant to the Communications Act of 1934, as amended (the “Communications Act”), and (d) as set forth in Section 3.3 of the Disclosure Schedule, the execution, delivery and performance by each Seller of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated hereby its Related Agreements will not, not (i) subject to receipt of the Company Shareholder Approvalviolate any law, result in a violation regulation or order of any provision Governmental Authority applicable to each of Sellers, the Organizational Documents Companies or the Subsidiaries or by which any property or asset of Sellers or the Company Companies or any of its Subsidiaries, the Subsidiaries are bound or affected; (ii) subject to receipt require any notice, report or other filing be made or effected by Sellers, the Companies or the Subsidiaries with any Governmental Authority; (iii) violate or conflict with the Governing Documents of Sellers, the Company Shareholder Approval and assuming that all consents, approvals and authorizations contemplated by Section 3.03(b) have been obtained and all notices and filings described in Section 3.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against the Company Companies or any of its Subsidiaries or any of their respective properties or assets, the Subsidiaries; or (iiiiv) result in any breach of, constitute a default (or an event that, with notice or without notice, lapse of time or both, result in would become a default) under, require any breach consent of or notice to any Person pursuant to, give to others any right of termination, amendment, acceleration or cancellation of, allow the imposition of any fees or constitute a default penalties, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person under, or give rise to a right of acceleration or termination under, or give rise to result in the creation of any Lien (other than Permitted Liens) on any property, asset or right of Sellers or the Companies or any of the Company or its Subsidiaries assets pursuant to, any Material Contract to which Sellers or result in any change in the rights Company or obligations of any Person under, Subsidiary is a party or require by which any notice, consent or waiver underSeller, any ContractCompany or any Subsidiary or any of their respective properties, assets or rights may be bound or affected, except in the case of clauses clause (ii) and (iii) asiv), where any such violation, notice, filing, breach, default, termination, amendment, acceleration, cancellation, imposition, increase or creation would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect or, in the case of clause (iii), to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by the Company of its obligations hereunder. Section 3.03(a) of the Disclosure Schedule sets forth a correct and complete list of Material Contracts entered into prior to the date of this Agreement pursuant to which notices, consents or waivers are or may be required prior to consummation of the Merger and the other transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above)Effect.

Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company do Parent does not, and the execution and delivery of the Joinder Agreement by Merger Sub will not, and subject to the approval of this Agreement and the Merger by the Board of Directors of Merger Sub and the sole shareholder of Merger Sub (which will be obtained promptly following the execution and delivery of the Joinder Agreement) and assuming that all consents, approvals, and authorizations contemplated by ‎Section 4.03(b) have been obtained and all notices and filings described in ‎Section 4.03(b) have been made, the consummation by the Company each of Parent and Merger Sub of the transactions contemplated hereby will not, (i) subject to receipt of the Company Shareholder Approval, result in a violation of any provision of the Organizational Documents organizational documents of the Company Parent or any of its SubsidiariesMerger Sub, (ii) subject to receipt of the Company Shareholder Approval and assuming that all consents, approvals and authorizations contemplated by Section 3.03(b) have been obtained and all notices and filings described in Section 3.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against the Company Parent or any of its Subsidiaries Merger Sub or any of their respective properties or assets, or (iii) with or without notice, lapse of time or both, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of acceleration or termination under, or give rise to the creation of any Lien (other than Permitted Liens) on any of the Company or its Subsidiaries assets pursuant to, or result in any change in the rights or obligations of any Person under, or require any notice, consent or waiver under, any ContractContract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound, or (iv) result in the imposition of any Lien (other than Permitted Liens) upon any asset of Parent or Merger Sub, except in the case of clauses (ii), (iii) and (iiiiv) asas would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect or, in the case of clause (iii), to prevent, materially delay or materially impair the consummation ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated hereby or the performance by the Company perform any of its obligations hereunder. Section 3.03(a) of the Disclosure Schedule sets forth a correct and complete list of Material Contracts entered into prior to the date of this Agreement pursuant to which notices, consents or waivers are or may be required prior to consummation of the Merger and the other transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).

Non-Contravention; Consents and Approvals. (a) The execution and None of the execution, delivery or performance of this Agreement by AH and each of the Company do not, and Members or the consummation by AH and each of the Company Members of the transactions contemplated hereby will not, (i) subject to receipt violate the AH Organizational Documents or the certificate of incorporation, the bylaws or other similar governing documents of any Subsidiaries of AH or any of the Company Shareholder ApprovalPrivate Funds (as defined in Section 3.21(h) below), result in a violation (ii) except for all third party consents and approvals required to be obtained under any note, bond, mortgage, deed of any provision of the Organizational Documents of the Company trust, security interest, indenture, lease, license, contract, agreement, exchange membership, exchange allocation, plan or other instrument or obligation to which AH, any of its Subsidiaries, (ii) subject to receipt any of the Company Shareholder Approval and assuming that all consents, approvals and authorizations Private Funds or any Member is a party or by which any of them or any of their respective properties or assets may be bound (the "AH Agreements") prior to the consummation of the transactions contemplated by Section 3.03(b) this Agreement the failure of which to obtain could reasonably be expected, individually or in the aggregate, to have been obtained and all notices and filings described in Section 3.03(b) have been madea Material Adverse Effect on AH (the "Required Third Party Consents"), result in the violation or breach of, or constitute (with or without due notice or lapse of time or both) a violation default (or give rise to any right of termination, cancellation, vesting, payment, exercise, acceleration, suspension or revocation) under, any of the provisions of any Law or Order applicable AH Agreement, (iii) except for all notices to, binding upon filings and registrations with, and permits, authorizations, consents and approvals of, Governmental Entities (as defined in Section 3.8(i) below) required to be made or enforceable against obtained from Governmental Entities prior to the Company consummation of the transactions contemplated by this Agreement the failure of which to so make or obtain could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on AH (the "Required Statutory Approvals"), violate any order, writ, injunction, decree, judgment, permit, license, statute, law, ordinance, rule or regulation ("Law") of any Governmental Entity applicable to AH, any of its Subsidiaries Subsidiaries, any of the Private Funds or any Member or any of their respective properties or assets, or (iiiiv) with or without notice, lapse of time or both, result in any breach of, or constitute a default under, or give rise to a right of acceleration or termination under, or give rise to the creation or imposition of any Lien (other than Permitted Liens) Encumbrance on any asset of AH, any of its Subsidiaries, any of the Company Private Funds or its Subsidiaries assets pursuant to, or result in any change in the rights or obligations of any Person under, or require any notice, consent or waiver under, any ContractMember, except in the case of clauses (ii), (iii) and (iiiiv) asfor violations, breaches, defaults, terminations, cancellations, accelerations or creations which could not reasonably be expected, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect or, in the case of clause (iii), to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by the Company of its obligations hereunder. Section 3.03(a) of the Disclosure Schedule sets forth a correct and complete list of Material Contracts entered into prior to the date of this Agreement pursuant to which notices, consents or waivers are or may be required prior to consummation of the Merger and the other transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above)on AH.

Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company do not, and the consummation by the Company of the transactions contemplated hereby will not, (i) subject to receipt of the Company Shareholder Approval, result in a violation of any provision of the Organizational Documents of the Company or any of its Subsidiaries, (ii) subject to receipt of the Company Shareholder Approval and assuming that all consents, approvals approvals, and authorizations contemplated by Section 3.03(b) have been obtained and all notices and filings described in Section 3.03(b) have been made, the consummation by the Company of the transactions contemplated hereby will not, (i) result in a violation of any provision of the Organizational Documents of the Company or any of its Subsidiaries, (ii) result in a violation of any Law or Order applicable to, binding upon or enforceable against the Company or any of its Subsidiaries or any of their respective properties or assets, or (iii) with or without notice, lapse except as set forth in Section 3.03(a) of time or boththe Disclosure Letter, result in any loss, suspension, limitation or impairment of any right of the Company or any of its Subsidiaries under, or any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of acceleration or termination under, or give rise to the creation of any Lien (other than Permitted Liens) on any of the Company or its Subsidiaries assets pursuant to, or result in any change in the rights or obligations of any Person under, or require any notice, consent or waiver under, any ContractContract or Permit binding upon the Company or any of its Subsidiaries or to which any of their respective properties or assets are subject, or (iv) result in the imposition of any Lien (other than Permitted Liens) upon any asset of the Company or any of its Subsidiaries, except in the case of clauses (ii), (iii) and (iiiiv) as, individually or in the aggregate, as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or, in the case of clause (iii), to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by the Company of its obligations hereunder. Section 3.03(a) of the Disclosure Schedule sets forth a correct and complete list of Material Contracts entered into prior to the date of this Agreement pursuant to which notices, consents or waivers are or may be required prior to consummation of the Merger and the other transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above)Effect.

Non-Contravention; Consents and Approvals. Except for (a) The the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the laws of the State of Delaware and (b) those agreements with respect to which VacTex shall obtain the consents and modifications from the appropriate parties all as set forth on Schedule 4.04 (the "Required Consents"), the execution and delivery of this Agreement by the Company do not, VacTex and the consummation by the Company of the transactions contemplated hereby do not and will not, not (i) subject to receipt violate any provision of the Company Shareholder ApprovalVacTex Charter or VacTex By-Laws; (ii) violate any statute, ordinance, rule, regulation, order or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to VacTex or by which any of its properties or assets may be bound; (iii) require any filing with, or permit, consent or approval of, or the giving of any notice to, any public, governmental or regulatory body, agency or authority; or (iv) result in a violation of any provision of the Organizational Documents of the Company or any of its Subsidiaries, (ii) subject to receipt of the Company Shareholder Approval and assuming that all consents, approvals and authorizations contemplated by Section 3.03(b) have been obtained and all notices and filings described in Section 3.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against the Company or any of its Subsidiaries or any of their respective properties or assetsof, or constitute (iii) with or without notice, due notice or lapse of time or both, result in any breach of, or constitute ) a default under, (or give rise to a any right of acceleration termination, cancellation or termination acceleration) under, or give rise to the creation of any Lien (other than Permitted Liens) on any of the Company terms, conditions or its Subsidiaries assets pursuant toprovisions of any note, bond, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which VacTex is a party, or result in by which VacTex or any change in of its properties or assets may be bound, excluding from the rights or obligations of any Person under, or require any notice, consent or waiver under, any Contract, except in the case of foregoing clauses (ii), (iii) and (iiiiv) asviolations, individually or breaches and defaults, which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect or, in on VacTex or on the case ability of clause (iii), VacTex to prevent, materially delay or materially impair consummate the consummation of the Merger or the other transactions contemplated hereby or the performance by the Company of its obligations hereunder. Section 3.03(a) of the Disclosure Schedule sets forth a correct and complete list of Material Contracts entered into prior to the date of this Agreement pursuant to which notices, consents or waivers are or may be required prior to consummation of the Merger and the other transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above)hereby.

Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company do Parent does not, and the consummation by the Company execution and delivery of the transactions contemplated hereby Joinder Agreement by Merger Sub will not, (i) and subject to receipt the approval of this Agreement and the Merger by the Board of Directors of Merger Sub and the sole shareholder of Merger Sub (which will be obtained promptly following the execution and delivery of the Company Shareholder Approval, result in a violation of any provision of the Organizational Documents of the Company or any of its Subsidiaries, (iiJoinder Agreement) subject to receipt of the Company Shareholder Approval and assuming that all consents, approvals approvals, and authorizations contemplated by Section 3.03(b4.03(b) have been obtained and all notices and filings described in Section 3.03(b4.03(b) have been made, the consummation by each of Parent and Merger Sub of the transactions contemplated hereby will not, (i) result in a violation of any provision of the organizational documents of Parent or Merger Sub, (ii) result in a violation of any Law or Order applicable to, binding upon or enforceable against the Company Parent or any of its Subsidiaries Merger Sub or any of their respective properties or assets, or (iii) with or without notice, lapse of time or both, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of acceleration or termination under, or give rise to the creation of any Lien (other than Permitted Liens) on any of the Company or its Subsidiaries assets pursuant to, or result in any change in the rights or obligations of any Person under, or require any notice, consent or waiver under, any ContractContract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries is bound, or (iv) result in the imposition of any Lien (other than Permitted Liens) upon any asset of Parent or Merger Sub, except in the case of clauses (ii), (iii) and (iiiiv) asas would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect or, in the case of clause (iii), to prevent, materially delay or materially impair the consummation ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated hereby or the performance by the Company perform any of its obligations hereunder. Section 3.03(a) of the Disclosure Schedule sets forth a correct and complete list of Material Contracts entered into prior to the date of this Agreement pursuant to which notices, consents or waivers are or may be required prior to consummation of the Merger and the other transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).

Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by the Company do not, and subject to receipt of the Company Shareholder Approval and assuming that all consents, approvals, and authorizations contemplated by ‎Section 3.03(b) have been obtained and all notices and filings described in ‎Section 3.03(b) have been made, the consummation by the Company of the transactions contemplated hereby will not, (i) subject to receipt of the Company Shareholder Approval, result in a violation of any provision of the Organizational Documents of the Company or any of its Subsidiaries, (ii) subject to receipt of the Company Shareholder Approval and assuming that all consents, approvals and authorizations contemplated by Section 3.03(b) have been obtained and all notices and filings described in Section 3.03(b) have been made, result in a violation of any Law or Order applicable to, binding upon or enforceable against the Company or any of its Subsidiaries or any of their respective properties or assets, or (iii) with or without notice, lapse except as set forth in Section 3.03(a) of time or boththe Disclosure Letter, result in any loss, suspension, limitation or impairment of any right of the Company or any of its Subsidiaries under, or any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, or give rise to a right of acceleration or termination under, or give rise to the creation of any Lien (other than Permitted Liens) on any of the Company or its Subsidiaries assets pursuant to, or result in any change in the rights or obligations of any Person under, or require any notice, consent or waiver under, any ContractContract or Permit binding upon the Company or any of its Subsidiaries or to which any of their respective properties or assets are subject, or (iv) result in the imposition of any Lien (other than Permitted Liens) upon any asset of the Company or any of its Subsidiaries, except in the case of clauses (ii‎(ii), ‎(iii) and (iiiiv) as, individually or in the aggregate, as has not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or, in the case of clause (iii), to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated hereby or the performance by the Company of its obligations hereunder. Section 3.03(a) of the Disclosure Schedule sets forth a correct and complete list of Material Contracts entered into prior to the date of this Agreement pursuant to which notices, consents or waivers are or may be required prior to consummation of the Merger and the other transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above)Effect.