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

No Violation; Consents and Approvals. Except as set forth on Section 4.5 of the Disclosure Schedule, the execution and delivery of this Agreement and the other Transaction Documents by the applicable AUC Entity and the consummation by them of the transactions contemplated hereby and thereby do not and will not: (a) violate any provision of the Charter Documents of the applicable AUC Entity; (b) violate in any material respect any Law or Educational Approval applicable to, binding upon or enforceable against the Institution or any applicable AUC Entity; (c) result in any material breach of, or constitute a material default (or an event which would, with the passage of time or the giving of notice or both, constitute a material default) under, or give rise to a right of payment under or the right to terminate, amend, modify, abandon or accelerate, any Purchased Contract; (d) result in the creation or imposition of any Lien upon any of the material property or material assets owned, leased or licenses by any of the AUC Entities (other than Permitted Liens); (e) require any pre-Closing or post-Closing notification to, or consent or approval of, any Governmental Authority, Educational Agency (the “Pre-Closing Educational Notifications and Approvals” and the “Post-Closing Educational Notifications and Approvals,” respectively) or (f) except as would not result in a Material Adverse Effect, require any notification to, or consent or approval of, any other Person.

No Violation; Consents and Approvals. Except as set forth on Section 4.5 of (i) Subject to obtaining Seller’s Required Consents, neither the Disclosure Scheduleexecution, the execution delivery and delivery performance by Parent and Seller of this Agreement and the other Transaction Documents by the applicable AUC Entity and each Ancillary Agreement to which Parent or Seller is a party, nor the consummation by them Parent and Seller of the transactions contemplated hereby and thereby do not and thereby, will not: (aA) violate conflict with or result in any breach of any provision of the Charter Organizational Documents of the applicable AUC EntityParent or Seller; (b) violate in any material respect any Law or Educational Approval applicable to, binding upon or enforceable against the Institution or any applicable AUC Entity; (cB) result in any material breach of, or constitute a material default (or an event which would, with the passage of time or the giving of notice or both, constitute a material default) under, or give rise to a any right of payment termination, cancellation or acceleration), or require a consent, under or the right to terminate, amend, modify, abandon or accelerate, any Purchased Contract; (d) result in the creation or imposition of any Lien upon any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material property agreement or material assets owned, leased other instrument or licenses obligation to which Parent or Seller is a party or by which it or any of the AUC Entities Purchased Assets may be bound, except for any such defaults or consents (other than Permitted Liens); (eor rights of termination, cancellation or acceleration) require any pre-Closing as to which requisite waivers or post-Closing notification toconsents have been obtained or which would not, individually or consent or approval ofin the aggregate, any Governmental Authority, Educational Agency (the “Pre-Closing Educational Notifications and Approvals” and the “Post-Closing Educational Notifications and Approvals,” respectively) or (f) except as would not result in reasonably be expected to have a Material Adverse Effect; or (C) constitute a violation of any law, require regulation, order, judgment or decree applicable to Parent or Seller, except for any notification tosuch violations as would not, individually or consent or approval ofin the aggregate, any other Personreasonably be expected to have a Material Adverse Effect.

No Violation; Consents and Approvals. Except as set forth on Section 4.5 of (i) Subject to obtaining Buyer’s Required Consents, neither the Disclosure Scheduleexecution, the execution delivery and delivery performance by Buyer of this Agreement and the other Transaction Documents by the applicable AUC Entity and each Ancillary Agreement to which Buyer is a party, nor the consummation by them Buyer of the transactions contemplated hereby and thereby do not and thereby, will not: (aA) violate conflict with or result in any breach of any provision of the Charter Organizational Documents of the applicable AUC EntityBuyer; (b) violate in any material respect any Law or Educational Approval applicable to, binding upon or enforceable against the Institution or any applicable AUC Entity; (cB) result in any material breach of, or constitute a material default (or an event which would, with the passage of time or the giving of notice or both, constitute a material default) under, or give rise to a any right of payment termination, cancellation or acceleration), or require a consent, under or the right to terminate, amend, modify, abandon or accelerate, any Purchased Contract; (d) result in the creation or imposition of any Lien upon any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material property agreement or material assets owned, leased other instrument or licenses obligation to which Buyer is a party or by which any of their respective material properties or assets may be bound, except for any such defaults or consents (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the AUC Entities (other than Permitted Liens); (e) require any pre-Closing or post-Closing notification toaggregate, or consent or approval of, any Governmental Authority, Educational Agency (reasonably be expected to have a material adverse effect on the “Pre-Closing Educational Notifications and Approvals” ability of Buyer to perform its obligations under this Agreement and the “Post-Closing Educational Notifications and Approvals,” respectively) Ancillary Agreements; or (fiii) constitute a violation of any law, regulation, order, judgment or decree applicable to Buyer, except for any such violations as would not result not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, require any notification to, or consent or approval of, any other Personmaterial adverse effect on the ability of Buyer to perform its obligations under this Agreement and the Ancillary Agreements.

No Violation; Consents and Approvals. (a) Except as set forth on Section 4.5 of Schedule 3.3(a) and except for the Disclosure ScheduleLyondell Consents, subject to obtaining the Seller Required Regulatory Approvals and the Buyer Required Regulatory Approvals, neither the execution and delivery by Seller of this Agreement and the other Transaction Documents by the applicable AUC Entity and nor the consummation by them Seller of any of the transactions contemplated hereby and thereby do not and will not: (ai) violate conflict with or result in a breach of any provision of the Charter Organizational Documents of Seller, the applicable AUC Entity; Company or the Owner Affiliates, (b) violate in any material respect any Law or Educational Approval applicable to, binding upon or enforceable against the Institution or any applicable AUC Entity; (cii) result in any material breach of, or constitute a material default (or an event which would, with the passage of time or the giving of notice or both, constitute a material default) under, or give rise to a any right of payment termination, cancellation or acceleration) under or the right to terminate, amend, modify, abandon or accelerate, any Purchased Contract; (d) result in the creation or imposition of any Lien upon any of the material property terms, conditions or material assets ownedprovisions of any note, leased bond, mortgage, indenture, license, agreement, lease or licenses by other instrument or obligation to which either Seller or the Company is a party, except (x) for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or that would not, individually or in the aggregate, reasonably be expected to create a Material Adverse Effect or (y) for those requirements that become applicable to Seller or the Company as the result of a specific regulatory status of Buyer (or any of its Affiliates) or as a result of any other facts that specifically relate to the AUC Entities business or activities in which Buyer (other than Permitted Liens); (eor any of its Affiliates) require any pre-Closing is or post-Closing notification toproposes to be engaged, or consent (iii) violate any order, writ, injunction, decree, law, statute, rule or approval ofregulation applicable to Seller or the Company, any Governmental Authorityexcept for such violations that would not, Educational Agency (individually or in the “Pre-Closing Educational Notifications and Approvals” and the “Post-Closing Educational Notifications and Approvals,” respectively) or (f) except as would not result in aggregate, reasonably be expected to create a Material Adverse Effect, require any notification to, or consent or approval of, any other Person.

No Violation; Consents and Approvals. Except as set forth on Section 4.5 The execution and delivery by such Seller of the Disclosure Schedulethis Agreement does not, the execution and delivery by such Seller of this Agreement and the other Transaction Documents by the applicable AUC Entity Ancillary Agreements do not and the consummation by them of the transactions contemplated hereby and thereby do not and compliance by such Seller with the terms hereof and thereof will not: , (a) violate any provision of the Charter Documents of the applicable AUC Entity; (b) violate in any material respect any Law conflict with, or Educational Approval applicable to, binding upon or enforceable against the Institution or any applicable AUC Entity; (c) result in any material breach of, violation of or constitute a material default (or an event which wouldwhich, with the passage notice or lapse of time or both, would constitute a default) under, (i) the giving organizational documents of such Seller or (ii) any Law, or (b) conflict with, or result in any violation of or default (or an event which, with notice or lapse of time or both, would constitute a material default) under, or give rise to a any right of payment under termination, cancellation or the right to terminateacceleration under, amend, modify, abandon or accelerate, any Purchased Contract; (d) result in the creation or imposition of any Lien (other than a Permitted Equity Lien) upon any of the material property Equity Interests to be sold by such Seller hereunder, under any Contract to which such Seller is a party or material assets owned, leased by which such Seller or licenses by any of the AUC Entities (its assets are bound other than Permitted Liens); (e) require any pre-Closing or post-Closing notification to, or consent or approval of, any Governmental Authority, Educational Agency (the “Pre-Closing Educational Notifications and Approvals” and the “Post-Closing Educational Notifications and Approvals,” respectively) or (f) except as such failure that would not result in reasonably be expected to have a Material Adverse Effect, require any notification to, . No Governmental Approval is required to be obtained or consent made by or approval of, any other Personwith respect to such Seller prior to the execution and delivery by such Seller of this Agreement and the Ancillary Agreements or prior to the consummation by such Seller of the transactions contemplated hereby and thereby.

No Violation; Consents and Approvals. Except as set forth on Section 4.5 The execution and delivery by Buyer of the Disclosure ScheduleTransaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not conflict with, or result in any violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, (a) any Laws applicable to Buyer or the property or assets of Buyer, or (b) give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Lien upon any of the properties of Buyer under, any Contracts to which Buyer is a party or by which Buyer or any of its assets may be bound, except, and (i) in the case of clauses (a) and (b), for such conflicts, violations or defaults as to which requisite waivers or consents will have been obtained prior to the Closing or which, individually or in the aggregate, would not have a Material Adverse Effect. No Governmental Approval is required to be obtained or made by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents by the applicable AUC Entity and or the consummation by them Buyer of the transactions contemplated hereby and thereby do not and will hereby, except where the failure to obtain such Governmental Approval would not: (a) violate any provision of the Charter Documents of the applicable AUC Entity; (b) violate in any material respect any Law , individually or Educational Approval applicable to, binding upon or enforceable against the Institution or any applicable AUC Entity; (c) result in any material breach of, or constitute a material default (or an event which would, with the passage of time or the giving of notice or both, constitute a material default) under, or give rise to a right of payment under or the right to terminate, amend, modify, abandon or accelerate, any Purchased Contract; (d) result in the creation or imposition of any Lien upon any of the material property or material assets ownedaggregate, leased or licenses by any of the AUC Entities (other than Permitted Liens); (e) require any pre-Closing or post-Closing notification to, or consent or approval of, any Governmental Authority, Educational Agency (the “Pre-Closing Educational Notifications and Approvals” and the “Post-Closing Educational Notifications and Approvals,” respectively) or (f) except as would not result in a have an Buyer Material Adverse Effect, require any notification to, or consent or approval of, any other Person.

No Violation; Consents and Approvals. Except as set forth on Section 4.5 of (i) Subject to obtaining Transferor's Required Consents, neither the Disclosure Scheduleexecution, the execution delivery and delivery performance by Transferor of this Agreement and the other Transaction Documents by the applicable AUC Entity and each Ancillary Agreement to which it is a party, nor the consummation by them Transferor of the transactions contemplated hereby and thereby do not and thereby, will not: (aA) violate conflict with or result in any breach of any provision of the Charter Organizational Documents of the applicable AUC EntityTransferor; (b) violate in any material respect any Law or Educational Approval applicable to, binding upon or enforceable against the Institution or any applicable AUC Entity; (cB) result in any material breach of, or constitute a material default (or an event which would, with the passage of time or the giving of notice or both, constitute a material default) under, or give rise to a any right of payment termination, cancellation or acceleration), or require a consent, under or the right to terminate, amend, modify, abandon or accelerate, any Purchased Contract; (d) result in the creation or imposition of any Lien upon any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material property agreement or material assets owned, leased other instrument or licenses obligation to which Transferor is a party or by which it or any of the AUC Entities Transferred Assets may be bound, except for any such defaults or consents (other than Permitted Liens); (eor rights of termination, cancellation or acceleration) require any pre-Closing as to which requisite waivers or post-Closing notification toconsents have been obtained or which would not, individually or consent or approval ofin the aggregate, any Governmental Authority, Educational Agency (the “Pre-Closing Educational Notifications and Approvals” and the “Post-Closing Educational Notifications and Approvals,” respectively) or (f) except as would not result in reasonably be expected to have a Material Adverse Effect; or (C) constitute a violation of any law, require regulation, order, judgment or decree applicable to Transferor, except for any notification tosuch violations as would not, individually or consent or approval ofin the aggregate, any other Personreasonably be expected to have a Material Adverse Effect.

No Violation; Consents and Approvals. Except as set forth on Section 4.5 of provided in Schedule 3.4, neither the Disclosure Scheduleexecution, the execution delivery and delivery performance of this Agreement by Buyer and the other Transaction Documents by the applicable AUC Entity and Buyer's Parent nor the consummation by them Buyer and Buyer's Parent of the transactions contemplated hereby and thereby do not and will not: (ai) conflict with or violate any provision provisions of the Charter Documents Buyer's Certificate of the applicable AUC EntityIncorporation or By-Laws or Buyer's Parent's Constitution; (bii) conflict with, violate in any material respect any Law or Educational Approval applicable to, binding upon or enforceable against the Institution or any applicable AUC Entity; (c) result in any material breach of, or constitute a material default (or an event which would, with the passage of time or the giving of notice or both, constitute a material default) under, or give rise to a any right of payment under termination, cancellation or the right to terminateacceleration) under, amend, modify, abandon or accelerate, any Purchased Contract; (d) result in the creation or imposition of any Lien upon any of the material property terms, conditions or material assets ownedprovisions of any note, leased bond, mortgage, indenture, license, franchise, permit, agreement, lease or licenses other instrument or obligation to which either Buyer or Buyer's Parent is a party or by which Buyer or Buyer's Parent or any of the AUC Entities (other than Permitted Liens)their properties or assets may be bound; (eiii) violate any statute, ordinance or law or any rule, regulation, order, writ, injunction or decree of any court or of any public, governmental or regulatory body, agency or authority applicable to either Buyer or Buyer's Parent or by which any of their properties or assets may be bound; or (iv) require any pre-Closing filing, declaration or post-Closing notification toregistration with, or permit, consent or approval of, or the giving of any Governmental Authority, Educational Agency (the “Pre-Closing Educational Notifications and Approvals” and the “Post-Closing Educational Notifications and Approvals,” respectively) or (f) except as would not result in a Material Adverse Effect, require any notification notice to, any public, governmental or consent regulatory body, agency or approval ofauthority, excluding from the foregoing clauses (A) any other Personconsents or waivers required in connection with the Assumed Contracts, and (B) any local filings or recordings that may be necessary to transfer any of the Acquired Assets.

No Violation; Consents and Approvals. Except as set forth on Section 4.5 of (i) Subject to obtaining Transferee's Required Consents, neither the Disclosure Scheduleexecution, the execution delivery and delivery performance by Transferee of this Agreement and the other Transaction Documents by the applicable AUC Entity and each Ancillary Agreement to which Transferee is a party, nor the consummation by them Transferee of the transactions contemplated hereby and thereby do not and thereby, will not: (aA) violate conflict with or result in any breach of any provision of the Charter Organizational Documents of the applicable AUC EntityTransferee; (b) violate in any material respect any Law or Educational Approval applicable to, binding upon or enforceable against the Institution or any applicable AUC Entity; (cB) result in any material breach of, or constitute a material default (or an event which would, with the passage of time or the giving of notice or both, constitute a material default) under, or give rise to a any right of payment termination, cancellation or acceleration), or require a consent, under or the right to terminate, amend, modify, abandon or accelerate, any Purchased Contract; (d) result in the creation or imposition of any Lien upon any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material property agreement or material assets owned, leased other instrument or licenses obligation to which Transferee is a party or by which any of their respective material properties or assets may be bound, except for any such defaults or consents (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the AUC Entities (other than Permitted Liens); (e) require any pre-Closing or post-Closing notification toaggregate, or consent or approval of, any Governmental Authority, Educational Agency (reasonably be expected to have a material adverse effect on the “Pre-Closing Educational Notifications and Approvals” ability of Transferee to perform its obligations under this Agreement and the “Post-Closing Educational Notifications and Approvals,” respectively) Ancillary Agreements; or (fC) constitute a violation of any law, regulation, order, judgment or decree applicable to Transferee, except for any such violations as would not result not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, require any notification to, or consent or approval of, any other Personmaterial adverse effect on the ability of Transferee to perform its obligations under this Agreement and the Ancillary Agreements.

No Violation; Consents and Approvals. Except as set forth on Section 4.5 of the Disclosure Schedule, the (a) The execution and delivery by Buyer of this Agreement and the other Transaction Documents by the applicable AUC Entity each Ancillary Agreement, upon execution and delivery, to which Buyer is a party, and the consummation by them performance of its obligations hereunder and thereunder and compliance with the transactions contemplated hereby and thereby do terms hereof will not and will not: (a) violate any provision with or without written notice or lapse of the Charter Documents of the applicable AUC Entity; (b) violate in any material respect any Law time, or Educational Approval applicable toboth), binding upon conflict with, or enforceable against the Institution or any applicable AUC Entity; (c) result in any material breach of, violation of or constitute a material default (or an event which would, with the passage of time or the giving of notice or both, constitute a material default) under, or give rise to a right of payment under termination or the right to terminatecancellation, amend, modify, abandon or accelerate, any Purchased Contract; (d) result in the creation or imposition of any Lien upon any of the material property properties or material assets ownedof Buyer under, leased or licenses by (i) any provision of the AUC Entities Certificate of Incorporation or By-laws of Buyer, (other than Permitted Liensii); (e) require , subject to the consents and approvals set forth in the last sentence of this Section 4.3, any pre-Closing judgment, order or post-Closing notification todecree, or consent statute, law, ordinance, rule or approval of, any Governmental Authority, Educational Agency (the “Pre-Closing Educational Notifications and Approvals” and the “Post-Closing Educational Notifications and Approvals,” respectively) regulation applicable to Buyer or (fiii) except as any material note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which Buyer is a party or by which Buyer or its assets may be bound, except, in the case of clauses (ii) and (iii) of this Section 4.3, for any such conflicts, violations, defaults, rights of termination or cancellation which would not result not, individually or in a Material Adverse Effectthe aggregate, require any notification toreasonably be expected to materially hinder, delay or consent adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement or approval of, any other Personthe Ancillary Agreements.

No Violation; Consents and Approvals. Except as set forth on Section 4.5 of the Disclosure Schedule, the (a) The execution and delivery by Seller of this Agreement and the other Transaction Documents by the applicable AUC Entity Ancillary Agreements do not and will not, and the consummation by them of the transactions contemplated hereby and thereby do not and compliance with the terms hereof and thereof will not: , conflict with, or result in any violation of or default under, (ai) violate any provision of the Charter Documents certificate of the applicable AUC Entity; incorporation or bylaws of Seller, (bii) violate in any material respect any Law judgment, order, injunction or Educational Approval applicable to, binding upon or enforceable against the Institution or any applicable AUC Entity; decree (c) result in any material breach ofan "Order"), or constitute a material default statute, law, ordinance, rule or regulation (or an event which would"Applicable Law"), with the passage of time applicable to Seller or the giving property or assets of notice Seller or both(iii) any note, constitute bond, mortgage, indenture, license, agreement, lease or other instrument or obligation ("Contracts") to which Seller is a material default) underparty or by which Seller or its assets may be bound, or give rise to a right of payment under or the right to terminateexcept, amend, modify, abandon or accelerate, any Purchased Contract; (d) result in the creation case of clauses (ii) and (iii) where any such conflicts, violations or imposition of any Lien upon any of defaults as to which requisite waivers or consents will have been obtained prior to the material property Closing and which, individually or material assets ownedin the aggregate, leased or licenses by any of the AUC Entities (other than Permitted Liens); (e) require any pre-Closing or post-Closing notification to, or consent or approval of, any Governmental Authority, Educational Agency (the “Pre-Closing Educational Notifications are immaterial and Approvals” do not and the “Post-Closing Educational Notifications and Approvals,” respectively) or (f) except as would not result in a Material Adverse Effect, require any notification to, reasonably be expected to materially impair or consent or approval of, any other Personmaterially delay Seller's ability to consummate the transactions contemplated by this Agreement.