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

Non-Contravention; Consents and Approvals. (a) Except as set forth in Section 4.5(a) of the GameStop Disclosure Letter, the execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, (i) subject to the GameStop Stockholder Approval and the filing of the GameStop Charter Amendment, conflict with the certificate of incorporation or bylaws (or comparable organizational documents) of any of GameStop and its Subsidiaries, (ii) result in any breach, violation or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right of a third party or loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of any of GameStop and its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture or other agreement, instrument, permit, concession, franchise, lease, license or other authorization applicable to any of GameStop and its Subsidiaries or their respective properties or assets or (iii) subject to the governmental filings and other matters referred to in Section 4.5(b), conflict with or violate any judgment, order, decree or Law applicable to any of GameStop and its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or Liens that, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation of the Mergers.

Non-Contravention; Consents and Approvals. Except for (a) Except filings under the HSR Act and (b) as set forth in Section 4.5(a3.3(b) of the GameStop Disclosure LetterSchedule, the execution and delivery by the Company of this Agreement does notand its Related Agreements, the Company’s performance of its obligations hereunder and thereunder and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement hereby and compliance thereby (either alone or in combination with the provisions of this Agreement another event) will not, not (i) subject violate any Applicable Law; (ii) assuming the truth and completeness of the representations and warranties of Parent contained in this Agreement, require any filing or registration by the Company with, or consent or approval with respect to the GameStop Stockholder Approval and the filing of the GameStop Charter AmendmentCompany of, any Governmental Authority; (iii) violate or conflict with the certificate Governing Documents of incorporation the Company; (iv) violate, conflict with, or bylaws (constitute or comparable organizational documents) result in a default or breach, acceleration, termination or modification of the terms of, or entitle any party to declare such a default or breach, or to accelerate, modify, terminate, or create or accelerate any obligation or loss of any of GameStop and its Subsidiaries, right or benefit under (ii) result in any breach, violation or default (each case with or without notice or lapse of time, time or both) under), or give rise to a right of termination, cancellation or creation or acceleration of any obligation or right Material Contract (other than any Contract for Leased Real Property of a third party or loss store location of the Company Group that is not one of the top twenty (20) Contracts for Leased Real Property of a benefit under, or store location of the Company Group by aggregate rent payments for fiscal year 2019); (v) result in the creation or imposition of any Lien upon Liens with respect to any of the material assets or properties or assets of any member of GameStop and its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture or the Company Group (other agreement, instrument, permit, concession, franchise, lease, license or other authorization applicable to any of GameStop and its Subsidiaries or their respective properties or assets than Permitted Liens); or (iiivi) subject to the governmental filings and other matters referred to violate, contravene or conflict with, result in Section 4.5(b)termination or lapse of, conflict with or violate in any judgmentway affect any Order or Permit, order, decree or Law applicable to any of GameStop and its Subsidiaries or their respective properties or assets, other than, except in the case of clauses (i), (ii), (iv), (v) and (iiivi), any such conflicts, breaches, violations, defaults, rights, losses or Liens thatas would not, individually or in the aggregate, would not have or reasonably be expected to have or result in a Material Adverse Effect on GameStop and that would not prevent or materially delay consummation Effect. Section 3.3(c) of the MergersDisclosure Schedule sets forth, as of the date hereof, a true, complete and accurate list of all Indebtedness for borrowed money that is required by its terms to be paid in connection with the Closing.