Common use of Authority, Approvals and Consents Clause in Contracts

Authority, Approvals and Consents. None of Parent or any of its Subsidiaries is in violation of its Organizational Documents, except as would not have a Material Adverse Effect with respect to Parent. Except as set forth on SCHEDULE 5.1.5(A), neither the execution, delivery or performance of this Agreement or the Ancillary Agreements to which any Parent Entity will be a party as of the Closing, nor the consummation by the Parent Entities of the transactions contemplated hereby and thereby, does or will constitute, result in or give rise to (i) a breach or default under any provision of the Organizational Documents of Parent or its Subsidiaries, (ii) a breach, violation or default under (a) any 63 statute, law, judgment, decree, decision, ruling, injunction or order of any Governmental Authority applicable to Parent or its Subsidiaries or (b) any other Legal Requirement not referred to in the foregoing clause (a) applicable to such Parent or its Subsidiaries, (iii) the imposition of any Lien upon any assets of Parent or its Subsidiaries or (iv) a breach or default under or the occurrence of any event which, with notice or lapse of time or both, would constitute a default under (or the acceleration of the time for performance of any obligation under or the termination, cancellation or non-renewal of) any Contracts of Parent or its Subsidiaries (or binding on their assets, businesses or properties), except with respect to clauses (ii)(b), (iii) and (iv) as would not have a Material Adverse Effect with respect to Parent. Except as set forth in SCHEDULE 5.1.5(B) and except for the filing of the P Merger Agreement and the Certificate of S Merger, in each case with the Delaware Secretary of State and filings required in connection with the HSR Act, no approval, consent, waiver, authorization or other order of and no declaration, filing, registration, qualification or recording with, any Governmental Authority or any Person party to any Contracts of Parent or its Subsidiaries (or binding on their assets, business or properties) is required to be obtained or made by or on behalf of any of Parent or its Subsidiaries in connection with the execution, delivery or performance of this Agreement by them and the consummation by them of the Closing hereunder in accordance with the terms and conditions thereof, except those where failure to obtain such approval, consent, waiver, authorization or other order, or to make such declaration, filing, registration, qualification or recording would not have a Material Adverse Effect with respect to Parent.

Authority, Approvals and Consents. None of Parent or any of its Subsidiaries Such Seller is not in violation of its Organizational Documents, except as would not have a Material Adverse Effect with respect to Parentthe Company. Except as set forth on SCHEDULE 5.1.5(A), neither Neither the execution, execution and delivery or performance by such Seller of this Agreement or the any Ancillary Agreements Agreement to which any Parent Entity such Seller will be a party as of the Closing, nor the consummation by the Parent Entities such Seller of the transactions contemplated hereby and or thereby, does or will constitute, result in or give rise to (i) a conflict with or result in any breach or default under of any provision of the Organizational Documents of Parent or its Subsidiariessuch Seller, (ii) a breachexcept as set forth on SCHEDULE 4.2.3, require any consent, approval or notice of or with any Governmental Authority or conflict with or result in any violation or breach of, or constitute (with or without notice or lapse of time or both) a default under (or give rise to any right of termination, cancellation, non-renewal or acceleration) under, any terms, conditions or provisions of any Contracts of such Seller or by which it or any portion of its business, properties or assets may be bound or (iii) violate (a) any 63 statute, law, judgment, decree, decision, ruling, injunction or order of any Governmental Authority applicable to Parent or its Subsidiaries such Seller or (b) any other Legal Requirement not referred to in the foregoing clause (a) applicable to such Parent Seller; PROVIDED that no representation or its Subsidiaries, warranty is made in the foregoing clauses (iiiii) the imposition of any Lien upon any assets of Parent or its Subsidiaries or and (iviii)(b) a breach or default under or the occurrence of any event which, with notice or lapse of time or both, would constitute a default under (or the acceleration of the time for performance of any obligation under or the termination, cancellation or non-renewal of) any Contracts of Parent or its Subsidiaries (or binding on their assets, businesses or properties), except with respect to clauses (ii)(b)matters that would not, (iii) and (iv) as would not individually or in the aggregate, have a Material Adverse Effect with respect to Parentthe Company or that would not reasonably be expected to materially adversely affect the transactions contemplated hereby. Except as set forth in SCHEDULE 5.1.5(B) and except for the filing of the P Merger Agreement aforesaid authorizations and the Certificate of S Merger, in each case with the Delaware Secretary of State and filings required in connection with the HSR Actapprovals, no approval, consent, waiver, authorization authorizations or other order approvals are required of and no declaration, filing, registration, qualification or recording with, any Governmental Authority or any Person party to any Contracts such Seller's board of Parent or its Subsidiaries directors (or binding on their assets, business or propertiessimilar body) is required to be obtained or made by or on behalf of any of Parent or its Subsidiaries in connection with the execution, delivery or performance of this Agreement by them and the consummation by them of the Closing hereunder in accordance with the terms and conditions thereof, except those where failure to obtain such approval, consent, waiver, authorization or other order, or to make such declaration, filing, registration, qualification or recording would not have a Material Adverse Effect with respect to Parentthis Agreement or the transactions contemplated hereby.

Authority, Approvals and Consents. None of Parent or Neither the Company nor any of its Subsidiaries is in violation of its Organizational Documents, except as would not have a Material Adverse Effect with respect to Parentthe Company. Except as set forth on SCHEDULE 5.1.5(A)4.1.5, neither the execution, delivery or performance (I) by the Sellers of this Agreement or the any Ancillary Agreements Agreement to which any Parent Entity the Sellers will be a party as of the ClosingClosing or (II) by the Company of this Agreement, the Amended and Restated License Agreement or the Cartoon Network Amendment, nor the consummation by the Parent Entities Sellers or the Company (as the case may be) of the transactions contemplated hereby and thereby, does or will constitute, result in or give rise to (i) once the Company Charter Amendment has been filed and is in effect, a breach or default under any provision of the Organizational Documents of Parent the Company or its Subsidiaries, (ii) a breach, violation or default under (a) any 63 statute, law, judgment, decree, decision, ruling, injunction or order of any Governmental Authority applicable to Parent the Company or its Subsidiaries or (b) any other Legal Requirement not referred to in the foregoing clause (a) applicable to such Parent the Company or its Subsidiaries, (iii) the imposition of any Lien upon any assets of Parent the Company or its Subsidiaries or (iv) a breach or default under or the occurrence of any event which, with the notice or lapse of time or both, would constitute a default under (or the acceleration of the time for performance of any obligation under or the termination, cancellation or non-renewal of) any Contracts of Parent the Company or its Subsidiaries (or binding on their assets, businesses or properties), except with respect to clauses (ii)(b), (iii) and (iv) as would not have a Material Adverse Effect with respect to Parentthe Company. Except as set forth in SCHEDULE 5.1.5(B) 4.1.5 and except for the filing of the P Merger Agreement and the Certificate of S MergerMerger and the Company Charter Amendment, in each case with the Delaware Secretary of State and filings required in connection with respect of the HSR Act, no approval, consent, waiver, authorization or other order of of, and no declaration, filing, registration, qualification or recording with, any Governmental Authority or any Person party to any Contracts of Parent the Company or its Subsidiaries (or binding on their assets, business or properties) is required to be obtained or made by or on behalf of any of Parent the Company or its Subsidiaries in connection with the execution, delivery or performance of this Agreement by them and the consummation by them of the Closing hereunder in accordance with the terms and conditions thereof, except those where failure to obtain such approval, consent, waiver, authorization or other order, or to make such declaration, filing, registration, qualification or recording would not have a Material Adverse Effect with respect to Parentthe Company.

Authority, Approvals and Consents. None of Parent or Neither Xxxxxxxx nor any of its Subsidiaries is in violation of its Organizational Documents, except as would not have a Material Adverse Effect with respect to ParentXxxxxxxx. Except as set forth on SCHEDULE 5.1.5(ASchedule 3.1(e), neither the execution, delivery or performance by Xxxxxxxx of this Agreement or the any Ancillary Agreements to which any Parent Entity will be a party as of the ClosingAgreement, nor the consummation by the Parent Entities Xxxxxxxx of the transactions contemplated hereby and thereby, does or will constitute, result in or give rise to (i) a breach or default under any provision of the Organizational Documents of Parent Xxxxxxxx or its Subsidiaries, (ii) a breach, violation or default under (a) any 63 statute, law, judgment, decree, decision, ruling, injunction or order of any Governmental Authority applicable to Parent Xxxxxxxx or its Subsidiaries or (b) any other Legal Requirement not referred to in the foregoing clause (a) applicable to such Parent Xxxxxxxx or its Subsidiaries, (iii) the imposition of any Lien upon any assets of Parent Xxxxxxxx or its Subsidiaries or (iv) a breach or default under or the occurrence of any event which, with due notice or lapse of time or both, would constitute a default under (or the acceleration of the time for performance of any obligation under or the termination, cancellation or non-renewal of) any Contracts of Parent Xxxxxxxx or its Subsidiaries (or binding on their assets, businesses or properties), except with respect to clauses (ii)(b), (iii) and (iv) as would not have a Material Adverse Effect with respect to ParentXxxxxxxx. Except as set forth in SCHEDULE 5.1.5(BSchedule 3.1(e) and except for the filing of the P Merger Agreement and the Certificate of S Merger, in each case Merger with the Delaware Secretary of State of the State of Delaware and any filings with the Secretary of State of the State of Texas, and filings required in connection with respect of the HSR Act, no approval, consent, waiver, authorization or other order of of, and no declaration, filing, registration, qualification or recording with, any Governmental Authority or any Person party to any Contracts of Parent Xxxxxxxx or its Subsidiaries (or binding on their assets, business or properties) is required to be obtained or made by or on behalf of any of Parent Xxxxxxxx or its Subsidiaries in connection with the execution, delivery or performance of this Agreement by them and the consummation by them of the Closing hereunder in accordance with the terms and conditions thereof, except those where failure to obtain such approval, consent, waiver, authorization or other order, or to make such declaration, filing, registration, qualification or recording recording, would not have a Material Adverse Effect with respect to ParentXxxxxxxx.