Common use of Compliance with Other Instruments and Laws Clause in Contracts

Compliance with Other Instruments and Laws. Consents; Permits. Neither the Company nor any of its Subsidiaries is in violation or default of any term of its Certificate of Incorporation or Bylaws, or of any provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it or any of its property is bound or of any judgment, decree, order, writ, statute, rule or regulation applicable to the Company or any of its Subsidiaries or their properties which, individually or in the aggregate, would have a Material Adverse Effect. The execution, delivery, and performance of and compliance with this Agreement and the Registration Rights Agreement, and the issuance and sale of the Shares pursuant hereto, will not, with or without the passage of time or giving of notice, result in any violation or default by the Company or any of its Subsidiaries of any term of its Certificate of Incorporation or Bylaws, or of any provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it or any of its property is bound or of any judgment, decree, order, writ, statute rule or regulation applicable to the Company, any of its Subsidiaries or their properties, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company or any of its Subsidiaries, their business or operations or any of their assets or properties. No orders, permissions, consents, approvals or authorizations of any Governmental Entity is required to be obtained by the Company or any of its Subsidiaries and no application, notification, request, registration or declaration is required to be filed with any Governmental Entity by the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the offer, issuance, sale and delivery of the Shares, or the other transactions to be consummated at any Closing, as contemplated in this Agreement other than blue sky state securities filings and items which the failure by the Company to file will not have a Material Adverse Effect. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and can obtain, without undue burden or expense, any similar authority necessary for the conduct of its business as currently proposed to be conducted.

Compliance with Other Instruments and Laws. Consents; Permits. Neither the Company nor any of its Subsidiaries is in violation or default breach of any term of its Certificate respective articles of Incorporation incorporation or Bylawsbylaws, or of or, in any provision of material respect, to the Company's knowledge, any mortgage, indenture, contractpromissory note, agreementpledge, security agreement or other instrument or contract agreement relating to indebtedness for borrowed money, any regulatory filing or undertaking of or affecting it, any judgment, decree or order of any court or other tribunal having jurisdiction in which the Company or any such Subsidiary is named, to which it is a party or by which it or any of its property assets is bound bound, any other instrument, contract or of agreement, or any judgment, decree, order, writ, statute, rule law, ordinance, rule, governmental regulation, permit, concession, grant, franchise, license or regulation other governmental authorization or approval applicable to the Company it or any of its Subsidiaries or their properties which, individually or respective assets. All insurance licenses referred to in the aggregateCompany Disclosure Schedule and all permits, would concessions, grants, franchises, other licenses and other governmental authorizations and approvals necessary for the conduct of the business of the Company and its Subsidiaries have a Material Adverse Effectbeen duly obtained and are in full force and effect and there are no proceedings pending or, to the knowledge of the Company, threatened, that may result in the revocation, cancellation, or suspension, or any adverse modification, of any thereof. The Subject to the receipt of the Governmental Approvals, neither the execution, delivery, delivery and performance of and compliance with this Agreement and the Registration Rights Agreement, and nor the issuance and sale consummation of the Shares pursuant hereto, transactions contemplated thereby by the Company will not, with or without the passage of time or giving of notice, result in the loss, revocation, cancellation, suspension or modification of any violation insurance license listed in the Company Disclosure Schedule, or default any other license or material contractual right held by the Company or any of its Subsidiaries of any term of its Certificate of Incorporation or Bylaws, or of any provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it or any of its property is bound or of any judgment, decree, order, writ, statute rule or regulation applicable to the Company, any of its Subsidiaries or their properties, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company or any of its Subsidiaries, their business or operations or any of their assets or properties. No orders, permissions, consents, approvals or authorizations of any Governmental Entity is required to be obtained by the Company or any of its Subsidiaries and no application, notification, request, registration or declaration is required to be filed with any Governmental Entity by the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the offer, issuance, sale and delivery of the Shares, or the other transactions to be consummated at any Closing, as contemplated in this Agreement other than blue sky state securities filings and items which the failure by the Company to file will not have a Material Adverse Effect. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and can obtain, without undue burden or expense, any similar authority necessary for the conduct of its business as currently proposed to be conducted.

Compliance with Other Instruments and Laws. Consents; Permits. Neither the Company nor any of its Subsidiaries Ucansi is not in violation violation, breach or default of any term provision of its Certificate of Incorporation organizational documents. Ucansi is not in violation of, default under or Bylaws, or breach of any provision of any agreement, instrument, mortgage, indenturedeed of trust, loan, contract, agreementlease, instrument license, commitment, judgment, writ, decree, order, obligation or contract injunction to which it is a party or by which it or any of its property properties or assets are bound, which violation, default or breach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on Ucansi or its business, taken as a whole, or to prevent or delay the consummation of the Contemplated Transactions. Neither Ucansi nor any Ucansi Subsidiary is bound or in violation of any provision of any federal, state, local or foreign statute, Law, rule or governmental regulation, judgment, writ, decree, orderorder or injunction of any Governmental Authority, writincluding, statuteall environmental Laws, rule all Laws, regulations and orders relating to anti-trust or regulation applicable to trade regulation, employment practices and procedures, the Company or any health and safety of its Subsidiaries or their properties whichemployees and consumer credit and the United States Foreign Corrupt Practices Act of 1977, which violation, individually or in the aggregate, would have a Material Adverse EffectEffect on Ucansi. Neither Ucansi nor any Ucansi Subsidiary has received any written notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental Authorities. The execution, deliveryexecution and delivery of this Agreement by Ucansi, and Ucansi’s performance of and compliance with this Agreement and the Registration Rights Agreementterms hereof, and the issuance and sale consummation of the Shares pursuant heretoMerger and the other Contemplated Transactions, will notnot result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, result in a default under any violation Ucansi Material Agreement, require any consent or default by the Company waiver under any Ucansi Material Agreement (other than any consents or any of its Subsidiaries of any term of its Certificate of Incorporation waivers that have been obtained or Bylawswill be obtained prior to Closing), or of any provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it or any of its property is bound or of any judgment, decree, order, writ, statute rule or regulation applicable to the Company, any of its Subsidiaries or their properties, or result in the creation of any Lien upon any of the properties or assets of the Company Ucansi, trigger any right of cancellation, termination or acceleration under any Ucansi Material Agreement, create any right of its Subsidiaries or payment in any other Person (except as set forth herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any franchise permit, license, authorization or approval applicable to the Company Ucansi or any of its Subsidiaries, their business or operations or any of their assets or properties. No orders, permissions, consents, approvals or authorizations of any Governmental Entity is required to be obtained by the Company or any of its Subsidiaries and no application, notification, request, registration or declaration is required to be filed with any Governmental Entity by the Company or any of its Subsidiaries result in connection with the execution and delivery of this Agreement and the offer, issuance, sale and delivery of the Shares, or the other transactions to be consummated at any Closing, as contemplated in this Agreement other than blue sky state securities filings and items which the failure by the Company to file will not have a Material Adverse Effect. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Ucansi and can obtainthe Ucansi Subsidiaries, without undue burden taken as a whole, other than any such matter caused by Parent or expense, any similar authority necessary for the conduct of its business as currently proposed to be conductedMerger Sub.

Compliance with Other Instruments and Laws. Consents; Permits. Neither The execution and delivery of this Agreement and all other documents and instruments executed or to be executed by Ventures pursuant to this Agreement, and the Company nor consummation of the transactions contemplated hereby, will not (A) conflict with or result in any violation of its Subsidiaries is in violation or default of any term of its Certificate of Incorporation or Bylaws, or of under any provision of the charter or bylaws of any of the Wired Companies, (B) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under any note, bond security agreement, mortgage, indenture, contracttrust, agreementlease, partnership or other agreement or other instrument, permit, concession, grant, franchise or license, or give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving of any notice under, any agreement or other instrument or contract obligation to which it any of the Wired Companies is party a party, or by which it any of the Wired Companies or any of its property is bound or of any judgment, decree, order, writ, statute, rule or regulation applicable to the Company or any of its Subsidiaries or their properties which, individually or in the aggregate, would have a Material Adverse Effect. The execution, delivery, and performance of and compliance with this Agreement and the Registration Rights Agreement, and the issuance and sale of the Shares pursuant hereto, will not, with or without the passage of time or giving of notice, result in any violation or default by the Company or any of its Subsidiaries of any term of its Certificate of Incorporation or Bylaws, or of any provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it or any of its property is bound or of any judgment, decree, order, writ, statute rule or regulation applicable to the Company, any of its Subsidiaries or their propertiesassets may be bound, or result in the creation of any Lien lien, claim or encumbrance or other right of any third party of any kind whatsoever upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal Wired Companies pursuant to the terms of any permit, license, authorization such instrument or approval applicable to the Company or any of its Subsidiaries, their business or operations or any of their assets or properties. No orders, permissions, consents, approvals or authorizations of any Governmental Entity is required to be obtained by the Company or any of its Subsidiaries and no application, notification, request, registration or declaration is required to be filed with any Governmental Entity by the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the offer, issuance, sale and delivery of the Shares, or the other transactions to be consummated at any Closing, as contemplated in this Agreement other than blue sky state securities filings and items which the failure by the Company to file will not have a Material Adverse Effect. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by itobligation, the lack result of which, which (either individually or in the aggregate, could reasonably be expected to ) would have a Material Adverse Effect and can obtainon Wired, without undue burden or expense(C) violate or conflict with any law, judgment, order, decree, statute, law, ordinance, rule or regulation, writ injunction, decree or other instrument of any similar Federal, state, local or foreign court or governmental or regulatory body, agency or authority necessary for applicable to any of the conduct Wired Companies or by which any of their properties or assets may be bound, the result of which (either individually or in the aggregate) would have a Material Adverse Effect on Wired. Ventures has complied with all of its business as currently proposed obligations under Section 1.5 of the Advance Agreement and Advance Magazine Publishers Inc. ("AMP") has waived any rights under Section 1.5 to be conducted.purchase Ventures or Wired Digital, Inc.

Compliance with Other Instruments and Laws. Consents; Permits. Neither The execution and delivery of this Agreement and all other documents and instruments executed or to be executed by Ventures pursuant to this Agreement, and the Company nor consummation of the transactions contemplated hereby, will not (A) conflict with or result in any violation of its Subsidiaries is in violation or default of any term of its Certificate of Incorporation or Bylaws, or of under any provision of the charter or bylaws of any of the Wired Companies, (B) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under any note, bond, security agreement, mortgage, indenture, contracttrust, agreementlease, partnership or other agreement or other instrument, permit, concession, grant, franchise or license, or give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving of any notice under, any agreement or other instrument or contract obligation to which it any of the Wired Companies is party a party, or by which it any of the Wired Companies or any of its property is bound or of any judgment, decree, order, writ, statute, rule or regulation applicable to the Company or any of its Subsidiaries or their properties which, individually or in the aggregate, would have a Material Adverse Effect. The execution, delivery, and performance of and compliance with this Agreement and the Registration Rights Agreement, and the issuance and sale of the Shares pursuant hereto, will not, with or without the passage of time or giving of notice, result in any violation or default by the Company or any of its Subsidiaries of any term of its Certificate of Incorporation or Bylaws, or of any provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it or any of its property is bound or of any judgment, decree, order, writ, statute rule or regulation applicable to the Company, any of its Subsidiaries or their propertiesassets may be bound, or result in the creation of any Lien lien, claim or encumbrance or other right of any third party of any kind whatsoever upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal Wired Companies pursuant to the terms of any permit, license, authorization such instrument or approval applicable to the Company or any of its Subsidiaries, their business or operations or any of their assets or properties. No orders, permissions, consents, approvals or authorizations of any Governmental Entity is required to be obtained by the Company or any of its Subsidiaries and no application, notification, request, registration or declaration is required to be filed with any Governmental Entity by the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the offer, issuance, sale and delivery of the Shares, or the other transactions to be consummated at any Closing, as contemplated in this Agreement other than blue sky state securities filings and items which the failure by the Company to file will not have a Material Adverse Effect. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by itobligation, the lack result of which, which (either individually or in the aggregate, could reasonably be expected to ) would have a Material Adverse Effect and can obtainon Wired, without undue burden or expense(C) violate or conflict with any law, judgment, order, decree, statute, law, ordinance, rule or regulation, writ injunction, decree or other instrument of any similar Federal, state, local or foreign court or governmental or regulatory body, agency or authority necessary for applicable to any of the conduct Wired Companies or by which any of their properties or assets may be bound, the result of which (either individually or in the aggregate) would have a Material Adverse Effect on Wired. Ventures has complied with all of its business as currently proposed obligations under Section 1.5 of the Advance Agreement and Advance Magazine Publishers Inc. ("AMP") has waived any rights under Section 1.5 to be conducted.purchase Ventures or Wired Digital, Inc.

Compliance with Other Instruments and Laws. Consents; Permits. Neither the Company nor any of its Subsidiaries Parent is not in violation violation, breach or default of any term provision of its Certificate the Parent Articles or the Parent By-Laws, each as amended and in effect on the date hereof and as of Incorporation Closing. Parent is not in violation of, default under or Bylaws, or breach of any provision of any agreement, instrument, mortgage, indenturedeed of trust, loan, contract, agreementlease, instrument license, commitment, judgment, writ, decree, order, obligation or contract injunction to which it is a party or by which it or any of its property is bound properties or of any judgmentassets are bound, decreewhich violation, order, writ, statute, rule default or regulation applicable to the Company or any of its Subsidiaries or their properties whichbreach, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse EffectEffect on Parent or its business, taken as a whole, or to prevent or delay the consummation of the transactions contemplated hereby. Parent is not in violation of any provision of any federal, state, local or foreign Law, statute, rule or governmental regulation, judgment, writ, decree, order or injunction of any Governmental Authority, including, all environmental Laws, all Laws, regulations and orders relating to antitrust or trade regulation, employment practices and procedures, the health and safety of employees and consumer credit, and the FCPA, which violation, individually or in the aggregate, would or could reasonably be expected to have a Material Adverse Effect on Parent. Parent has not received any written notice of alleged violations of any Laws, rules, regulations, orders or other requirements of Governmental Authorities. The execution, deliveryexecution and delivery of this Agreement by Parent, and Parent’s performance of and compliance with this Agreement the terms hereof, or the consummation of the Merger and the Registration Rights Agreement, and the issuance and sale of the Shares pursuant heretoother transactions contemplated hereby, will notnot result in any violation, breach or default, be in conflict with or constitute, with or without the passage of time or giving of notice, result in a default under any violation or default by the Company Parent Material Agreement or any of its Subsidiaries of the foregoing provisions, require any term of its Certificate of Incorporation consent or Bylaws, or of waiver under any provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it Parent Material Agreement or any of its property is bound the foregoing provisions (other than any consents or of any judgmentwaivers that have been obtained or will be obtained prior to Closing), decree, order, writ, statute rule or regulation applicable to the Company, any of its Subsidiaries or their properties, or result in the creation of any Lien upon any of the properties or assets of the Company Parent, trigger any right of cancellation, termination or acceleration under any Parent Material Agreement or any of its Subsidiaries or the foregoing provisions, create any right of payment in any Person (except as contemplated herein), result in the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval Permit applicable to the Company Parent or any of its Subsidiaries, their business or operations or any of their assets or properties. No orders, permissions, consents, approvals or authorizations of any Governmental Entity is required to be obtained by the Company or any of its Subsidiaries and no application, notification, request, registration or declaration is required to be filed with any Governmental Entity by the Company or any of its Subsidiaries result in connection with the execution and delivery of this Agreement and the offer, issuance, sale and delivery of the Shares, or the other transactions to be consummated at any Closing, as contemplated in this Agreement other than blue sky state securities filings and items which the failure by the Company to file will not have a Material Adverse Effect. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and can obtain, without undue burden or expense, any similar authority necessary for the conduct of its business as currently proposed to be conductedon Parent.

Compliance with Other Instruments and Laws. ConsentsCONSENTS; PermitsPERMITS. Neither the Company nor any of its Subsidiaries is in violation or default of any term of its Certificate of Incorporation or Bylaws, or of any provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it or any of its property is bound or of any judgment, decree, order, writ, statute, rule or regulation applicable to the Company or any of its Subsidiaries or their properties which, individually or in the aggregate, would have a Material Adverse Effect. The execution, delivery, and performance of and compliance with this Agreement and the Registration Rights Agreement, and the issuance and sale of the Shares pursuant hereto, will not, with or without the passage of time or giving of notice, result in any violation or default by the Company or any of its Subsidiaries of any term of its Certificate of Incorporation or Bylaws, or of any provision of any mortgage, indenture, contract, agreement, instrument or contract to which it is party or by which it or any of its property is bound or of any judgment, decree, order, writ, statute rule or regulation applicable to the Company, any of its Subsidiaries or their properties, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Company or any of its Subsidiaries, their business or operations or any of their assets or properties. No orders, permissions, consents, approvals or authorizations of any Governmental Entity is required to be obtained by the Company or any of its Subsidiaries and no application, notification, request, registration or declaration is required to be filed with any Governmental Entity by the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the offer, issuance, sale and delivery of the Shares, or the other transactions to be consummated at any Closing, as contemplated in this Agreement other than blue sky state securities filings and items which the failure by the Company to file will not have a Material Adverse Effect. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect and can obtain, without undue burden or expense, any similar authority necessary for the conduct of its business as currently proposed to be conducted.