Common use of Conflicts; Consents and Approvals Clause in Contracts

Conflicts; Consents and Approvals. The execution and delivery by the GE Entities and Parent of this Agreement does not, the execution and delivery by the GE Entities and Parent and each of their Affiliates of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the performance by the GE Entities and Parent and each of their Affiliates of this Agreement and each Ancillary Agreement to which it is, or is specified to be, a party and the consummation of the transactions contemplated hereby and thereby and compliance by the GE Entities and Parent and such Affiliates with the terms of this Agreement and each Ancillary Agreement to which it is, or is specified to be, a party will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Encumbrance upon the assets of any GE Entity or Parent under any provision of (i) the certificate of incorporation, bylaws or any comparable governing documents of any of the GE Entities, Parent or any Affiliate of the GE Entities or Parent that is, or is specified to be, a party to any of the Ancillary Agreements or any other agreements or instruments to be executed and delivered in connection therewith, (ii) any Contract or Permit to which any GE Entity or Parent is a party or by which any of their respective properties or assets is subject or (iii) (assuming compliance with the matters set forth in the next sentence of this Section 5.3) any material Judgment or applicable Law applicable to any GE Entity or Parent or their respective properties or assets, other than, in the case of clause (ii) above, any such items that, individually or in the aggregate is not reasonably expected to have a GE Material Adverse Effect. No consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to any GE Entity or Parent in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement to which it is, or is specified to be, a party or the consummation of the transactions contemplated hereby and thereby, other than in connection with (A) compliance with and filings under the HSR Act, (B) the written consent of the FCC under the FCC Rules, (C) such other consents, approvals, orders, authorizations, notifications and permits as are set forth on Schedule 4.4 or described in Section 8.1(b)(iii), (D) notification and consents under, and compliance with, export and reexport control requirements and sanctions measures administered by the U.S. Department of Commerce, U.S. Department of State and U.S. Department of Treasury, including provisions and conditions of outstanding export licenses and other approvals, (E) governmental notifications and approvals required for transfer of Contracts with Governmental Entities, if any, (F) those, if any, that may be required solely by reason of the participation of SES or the SES Entities (as opposed to any other domestic or foreign third person) in the transactions contemplated hereby and by the Ancillary Agreements, and (G) other consents, registrations, declarations or filings that the failure of which to obtain or make, individually or in the aggregate, is not reasonably expected to have a material adverse effect on GE’s ability to, in a timely manner, perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby and thereby.

Conflicts; Consents and Approvals. The execution Except as set forth in Section 4.3 of the disclosure schedule delivered by GM to the Purchaser and delivery by dated as of the GE Entities and Parent date of this Agreement does not(the "GM Disclosure Schedule"), the execution and delivery by GM of the GE Entities and Parent and each of their Affiliates of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the performance by the GE Entities and Parent and each of their Affiliates of this Agreement and each Ancillary Agreement to which it is, or is specified to be, a party GM Transaction Agreements and the consummation of the transactions contemplated hereby and thereby and compliance by the GE Entities and Parent and such Affiliates with the terms of this Agreement and each Ancillary Agreement to which it is, or is specified to be, a party GM Transaction Agreements will not: (a) violate any provision of GM's Certificate of Incorporation (after giving effect to the GM Charter Amendment), GM's by-laws or the GM Board Policy Statement; (b) violate, conflict with, or result in a breach of any violation of provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or without notice both, would constitute a default) under, require the consent of any party under, or lapse entitle any party (with the giving of timenotice, the passage of time or both) underto terminate, accelerate, modify or give rise to call a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit default under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the properties or assets of GM or any GE Entity of its Significant Subsidiaries (other than Xxxxxx and its Subsidiaries) under, any of the terms, conditions or Parent under provisions of any provision note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which GM or any of its Significant Subsidiaries (other than Xxxxxx and its Subsidiaries) is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to GM or any of its Significant Subsidiaries (other than Xxxxxx and its Subsidiaries); or (d) except as contemplated by the GM Transaction Agreements or the Merger Agreement, require any consent or approval of, or registration or filing by GM or any of its Affiliates (other than Xxxxxx and its Subsidiaries) with, any third party or Governmental Authority, other than (i) the certificate of incorporation, bylaws or any comparable governing documents of any authorization for listing of the GE Entities, Parent or any Affiliate shares of the GE Entities or Parent that is, or is specified to be, a party to any of the Ancillary Agreements or any other agreements or instruments Surviving Corporation Common Stock to be executed and delivered issued in connection therewithwith the Split-Off and the Merger, as applicable, on the New York Stock Exchange ("NYSE"), (ii) any Contract or Permit to which any GE Entity or Parent is a party or actions required by which any the HSR Act and the competition laws of their respective properties or assets is subject or foreign jurisdictions, (iii) registrations or other actions required under federal, state and foreign securities laws as are contemplated by this Agreement or (assuming compliance iv) notifications to or applications for consent from Governmental Authorities required with respect to the matters set forth in the next sentence of this Section 5.3) any material Judgment or applicable Law applicable to any GE Entity or Parent or their respective properties or assets, other than, Xxxxxx Permits; except in the case of clause (ii) above, any such items that, individually or in the aggregate is not reasonably expected to have a GE Material Adverse Effect. No consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to any GE Entity or Parent in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement to which it is, or is specified to be, a party or the consummation of the transactions contemplated hereby and thereby, other than in connection with (A) compliance with and filings under the HSR Act, (B) the written consent of the FCC under the FCC Rules, (C) such other consents, approvals, orders, authorizations, notifications and permits as are set forth on Schedule 4.4 or described in Section 8.1(b)(iiib), (Dc) notification and consents under, and compliance with, export and reexport control requirements and sanctions measures administered by the U.S. Department of Commerce, U.S. Department of State and U.S. Department of Treasury, including provisions and conditions of outstanding export licenses and other approvals, (Ed) governmental notifications and approvals required for transfer of Contracts with Governmental Entities, if any, (F) those, if any, that may be required solely by reason any of the participation of SES or the SES Entities (as opposed to any other domestic or foreign third person) in the transactions contemplated hereby and by the Ancillary Agreementsforegoing that, and (G) other consents, registrations, declarations or filings that the failure of which to obtain or make, individually or in the aggregate, is would not reasonably be expected to have a material adverse effect impact on GE’s GM's ability to, in a timely manner, perform its obligations under this Agreement or the Ancillary Agreements or to consummate the transactions contemplated hereby and therebyby the GM Transaction Agreements.

Conflicts; Consents and Approvals. The execution and delivery by the GE Entities and Parent of this Agreement does not, Neither the execution and delivery by the GE Entities and Parent and each of their Affiliates of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the performance by the GE Entities and Parent and each of their Affiliates of this Agreement and each Ancillary Agreement to which it is, by Parent or is specified to be, a party and Sub nor the consummation of the transactions contemplated hereby and thereby and compliance by the GE Entities and Parent and such Affiliates with the terms of this Agreement and each Ancillary Agreement to which it iswill: (a) conflict with, or is specified to beviolate any provision of the Certificate of Incorporation or By-laws (or any similar organizational document) of Parent or any subsidiary of Parent; (b) violate, a party will not, or conflict with, or result in a breach of any violation of provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or without notice or lapse of timeotherwise, or bothwould constitute a default) under, or give rise entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a right of default under, or result in the termination, acceleration or cancellation or acceleration of any obligation or to loss of a material benefit underof, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon the assets of any GE Entity or Parent under any provision of (i) the certificate of incorporation, bylaws or any comparable governing documents of any of the GE Entities, properties or assets of Parent or any Affiliate of the GE Entities or Parent that is, or is specified to be, a party to its subsidiaries under any of the Ancillary Agreements terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Parent or any other agreements or instruments to be executed and delivered in connection therewith, (ii) any Contract or Permit to which any GE Entity or Parent of its subsidiaries is a party or by which any of their respective properties or assets is subject may be bound; (c) violate any order, writ, injunction, decree, statute, rule or (iii) (assuming compliance with the matters set forth in the next sentence of this Section 5.3) any material Judgment or applicable Law regulation, applicable to Parent or any GE Entity or Parent of its subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent or any of its affiliates with any third party or any court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority"), other thanthan (i) approval of the Share Issuance by Parent Stockholders, (ii) actions required, if any, by the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements act of 1976, as amended (the "HSR Act"), (iii) approval of the quotation of the shares of Parent Common Stock to be issued in the Merger on NASDAQ, subject to official notice of issuance, and (iv) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement; except for any of the foregoing that are set forth in subsections (b), (c) or (d) of Section 3.5 to the Parent Disclosure Schedule or, in the case of clause (iib), (c) aboveand (d), for any such items thatof the foregoing that would neither, individually or in the aggregate is not reasonably expected to aggregate, have a GE Material Adverse Effect. No consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to any GE Entity or material adverse effect on Parent in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement to which it is, or is specified to be, a party or nor prevent the consummation of the transactions contemplated hereby and thereby, other than in connection with (A) compliance with and filings under the HSR Act, (B) the written consent of the FCC under the FCC Rules, (C) such other consents, approvals, orders, authorizations, notifications and permits as are set forth on Schedule 4.4 or described in Section 8.1(b)(iii), (D) notification and consents under, and compliance with, export and reexport control requirements and sanctions measures administered by the U.S. Department of Commerce, U.S. Department of State and U.S. Department of Treasury, including provisions and conditions of outstanding export licenses and other approvals, (E) governmental notifications and approvals required for transfer of Contracts with Governmental Entities, if any, (F) those, if any, that may be required solely by reason of the participation of SES or the SES Entities (as opposed to any other domestic or foreign third person) in the transactions contemplated hereby and by the Ancillary Agreements, and (G) other consents, registrations, declarations or filings that the failure of which to obtain or make, individually or in the aggregate, is not reasonably expected to have a material adverse effect on GE’s ability to, in a timely manner, perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby and therebyhereby.

Conflicts; Consents and Approvals. The execution and delivery by the GE Entities and Parent of this Agreement does not, Neither the execution and delivery by the GE Entities and Parent and each of their Affiliates of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the performance by the GE Entities and Parent and each of their Affiliates of this Agreement and each Ancillary Agreement to which it is, by Parent or is specified to be, a party and Sub nor the consummation of the transactions contemplated hereby and thereby and compliance by the GE Entities and Parent and such Affiliates with the terms of this Agreement and each Ancillary Agreement to which it iswill: (a) conflict with, or is specified to beviolate any provision of the Certificate of Incorporation or By-laws (or any similar organizational document) of Parent or any subsidiary of Parent; (b) violate, a party will not, or conflict with, or result in a breach of any violation of provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or without notice or lapse of time9 14 otherwise, or bothwould constitute a default) under, or give rise entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a right of default under, or result in the termination, acceleration or cancellation or acceleration of any obligation or to loss of a material benefit underof, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon the assets of any GE Entity or Parent under any provision of (i) the certificate of incorporation, bylaws or any comparable governing documents of any of the GE Entities, properties or assets of Parent or any Affiliate of the GE Entities or Parent that is, or is specified to be, a party to its subsidiaries under any of the Ancillary Agreements terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Parent or any other agreements or instruments to be executed and delivered in connection therewith, (ii) any Contract or Permit to which any GE Entity or Parent of its subsidiaries is a party or by which any of their respective properties or assets is subject may be bound; (c) violate any order, writ, injunction, decree, statute, rule or (iii) (assuming compliance with the matters set forth in the next sentence of this Section 5.3) any material Judgment or applicable Law regulation, applicable to Parent or any GE Entity or Parent of its subsidiaries or their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Parent or any of its affiliates with any third party or any court, arbitral tribunal, administrative agency or commission or other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority"), other thanthan (i) approval of the Share Issuance by Parent Stockholders, (ii) actions required, if any, by the Hart-Xxxxx-Xxxxxx Antitrust Improvements act of 1976, as amended (the "HSR Act"), (iii) approval of the quotation of the shares of Parent Common Stock to be issued in the Merger on NASDAQ, subject to official notice of issuance, and (iv) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement; except for any of the foregoing that are set forth in subsections (b), (c) or (d) of Section 3.5 to the Parent Disclosure Schedule or, in the case of clause (iib), (c) aboveand (d), for any such items thatof the foregoing that would neither, individually or in the aggregate is not reasonably expected to aggregate, have a GE Material Adverse Effect. No consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to any GE Entity or material adverse effect on Parent in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement to which it is, or is specified to be, a party or nor prevent the consummation of the transactions contemplated hereby and thereby, other than in connection with (A) compliance with and filings under the HSR Act, (B) the written consent of the FCC under the FCC Rules, (C) such other consents, approvals, orders, authorizations, notifications and permits as are set forth on Schedule 4.4 or described in Section 8.1(b)(iii), (D) notification and consents under, and compliance with, export and reexport control requirements and sanctions measures administered by the U.S. Department of Commerce, U.S. Department of State and U.S. Department of Treasury, including provisions and conditions of outstanding export licenses and other approvals, (E) governmental notifications and approvals required for transfer of Contracts with Governmental Entities, if any, (F) those, if any, that may be required solely by reason of the participation of SES or the SES Entities (as opposed to any other domestic or foreign third person) in the transactions contemplated hereby and by the Ancillary Agreements, and (G) other consents, registrations, declarations or filings that the failure of which to obtain or make, individually or in the aggregate, is not reasonably expected to have a material adverse effect on GE’s ability to, in a timely manner, perform its obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated hereby and therebyhereby.

Conflicts; Consents and Approvals. The execution and delivery by the GE Entities and Parent of this Agreement does not, Neither the execution and delivery by the GE Entities and Parent and each of their Affiliates of each Ancillary Agreement to which it isParent, HCI or is specified to be, a party will not, and the performance by the GE Entities and Parent and each any of their respective Affiliates of this Agreement, the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement and each the Ancillary Agreement to which it isAgreements, or is specified to be, a party and nor the consummation of the transactions contemplated hereby and thereby thereby, does, or, with respect to the Ancillary Agreements and compliance by any such other agreements to be executed after the GE Entities date hereof and Parent and such Affiliates with the terms consummation of this Agreement and each Ancillary Agreement to which it isthe transactions contemplated thereby, or is specified to bewill, a party will not, as of the Closing: (a) conflict with, or result in a breach of any violation provision of, the organizational documents of Parent, HCI or such Affiliate that is a party to the Ancillary Agreements or any other agreements and instruments to be executed and delivered in connection therewith; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or without notice or lapse of timeotherwise, would constitute a default) under, or bothentitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a right of terminationpayment under, cancellation or acceleration to any increased, additional or guaranteed rights of any obligation or to loss of a material benefit Person under, or result in the creation of any Encumbrance upon any of the HCI-Owned Clorox Shares or any of the other properties or assets of any GE Entity Parent or Parent HCI under any provision of the terms, conditions or provisions of (i) the certificate of incorporation, bylaws any Contract to which Parent or HCI or any comparable governing documents of their respective Affiliates is a party or to which any of their properties or assets are bound (except under the GE Entities, Parent HCI Credit Facility) or any Affiliate of the GE Entities or Parent that is, or is specified to be, a party to any of the Ancillary Agreements or any other agreements or instruments to be executed and delivered in connection therewith, (ii) any Contract permit, registration, approval, license or Permit other authorization or filing to which Parent or HCI or any GE Entity of their respective Affiliates is subject or Parent is a party or by to which any of their respective properties or assets is subject or (iii) (assuming compliance with the matters set forth in the next sentence of this Section 5.3) any material Judgment or applicable Law applicable to any GE Entity or Parent or their respective properties or assets, other thansubject, in the case of clause (ii) aboveeach case, any such items thatthat would, individually or in the aggregate is not be reasonably expected likely to (A) have a GE Material Adverse Effect. No consent ofEffect on Parent and its Subsidiaries, taken as a whole, or registration, declaration (B) prevent or filing with, any Governmental Entity is required to be obtained materially impede or made by or with respect to any GE Entity or Parent in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement to which it is, or is specified to be, a party or delay the consummation by HCI or Parent, as applicable, of the transactions contemplated hereby and therebyby this Agreement; (c) require any action, consent or approval of any non-governmental third party other than in connection with (A) compliance with and filings under the HSR Actany such action, (B) the written consent of the FCC under the FCC Rules, (C) such other consents, approvals, orders, authorizations, notifications and permits as are set forth on Schedule 4.4 or described in Section 8.1(b)(iii), (D) notification and consents under, and compliance with, export and reexport control requirements and sanctions measures administered by the U.S. Department of Commerce, U.S. Department of State and U.S. Department of Treasury, including provisions and conditions of outstanding export licenses and other approvals, (E) governmental notifications and approvals required for transfer of Contracts with Governmental Entities, if any, (F) those, if any, that may be required solely by reason of the participation of SES or the SES Entities (as opposed to any other domestic or foreign third person) in the transactions contemplated hereby and by the Ancillary Agreements, and (G) other consents, registrations, declarations or filings that approval the failure of which to obtain or makewhich would not, individually or in the aggregate, is not be reasonably expected likely to (A) have a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole, or (B) prevent or materially impede or delay the consummation by HCI or Parent, as applicable, of the transactions contemplated by this Agreement; (d) violate any material adverse effect on GE’s ability toorder, in writ, or injunction, decree or Law applicable to Parent, HCI or any of their respective Affiliates that is a timely manner, perform its obligations under this Agreement or party to the Ancillary Agreements or consummate any of their respective properties or assets; or (e) require any material action, consent or approval of, or review by, or registration or filing by HCI or any of its Affiliates with, any Governmental Authority, other than actions required by the transactions contemplated hereby HSR Act and therebyother applicable merger control or similar Laws, and FIFRA and other applicable product registration Laws.

Conflicts; Consents and Approvals. The execution and delivery by the GE Entities and Parent of this Agreement does not, the execution and delivery by the GE Entities and Parent and each of their Affiliates of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the performance by the GE Entities and Parent and each of their Affiliates of this Agreement and each Ancillary Agreement to which it is, or is specified to be, a party and the consummation of the transactions contemplated hereby and thereby and compliance by the GE Entities and Parent and such Affiliates with the terms of this Agreement and each Ancillary Agreement to which it is, or is specified to be, a party will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Encumbrance upon the assets of any GE Entity or Parent under any provision of (i) the certificate of incorporation, bylaws or any comparable governing documents of any of the GE Entities, Parent or any Affiliate of the GE Entities or Parent that is, or is specified to be, a party to any of the Ancillary Agreements or any other agreements or instruments to be executed and delivered in connection therewith, (ii) any Contract or Permit to which any GE Entity or Parent is a party or by which any of their respective properties or assets is subject or (iii) (assuming compliance with the matters set forth in the next sentence of this Section 5.3) any material Judgment or applicable Law applicable to any GE Entity or Parent or their respective properties or assets, other than, in the case of clause (ii) above, any such items that, individually or in the aggregate is not reasonably expected to have a GE Material Adverse Effect. No consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to any GE Entity or Parent in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement to which it is, or by each TWX Party and each member of the TWX Group that is specified to be, be a party or to this Agreement, the Ancillary Agreements to which such Person is a party and the other agreements, documents, certificates and instruments to be executed and delivered by such Person in connection with the Separation and the consummation by each Person of the transactions contemplated hereby and therebythereby do not and will not: (a) contravene, other than conflict with or result in connection with (A) compliance with and filings under the HSR Act, (B) the written consent any violation or breach of any provision of the FCC under organizational documents of such Person; (b) contravene, conflict with or result in any violation, breach or default (or an event that, with the FCC Rulesgiving of notice, (Cthe passage of time or otherwise, would constitute a default) such other consents, approvals, orders, authorizations, notifications and permits as are set forth on Schedule 4.4 or described in Section 8.1(b)(iii), (D) notification and consents under, and compliance withor entitle any Person (with the giving of notice, export and reexport control requirements and sanctions measures administered the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under or result in the creation of any Lien upon any TWCable Capital Stock or any TWNY Common Stock owned by the U.S. Department of Commerceany TWX Party, U.S. Department of State and U.S. Department of Treasury, including provisions and conditions of outstanding export licenses and other approvals, (E) governmental notifications and approvals required for transfer of Contracts with Governmental Entities, if any, (F) those, if any, that may be required solely by reason or any of the participation other properties of SES a TWX Party or any member of the SES Entities (as opposed TWX Group under any of the terms, conditions or provisions of any contract to which a TWX Party or any other domestic member of the TWX Group is a party to or foreign third person) in the transactions contemplated hereby and by the Ancillary Agreementspursuant to which any of its properties or assets are bound, and (G) other consentsexcept for any such conflicts, registrationsviolations, declarations breaches, defaults or filings occurrences that the failure of which to obtain or makewould not, individually or in the aggregate, is not reasonably expected to have a material adverse effect on GE’s ability to, in a timely manner, perform its obligations under prevent or materially impede or delay the consummation of the Separation or performance of this Agreement or any Ancillary Agreement by a TWX Party or any member of the TWX Group; (c) require any action, consent or approval of any non-governmental third party other than any action, consent or approval the failure of which to be obtained would not, individually or in the aggregate, be reasonably likely to prevent or materially impede or delay the consummation of the Separation or the performance of this Agreement or any Ancillary Agreements Agreement by a TWX Party or consummate any member of the transactions contemplated hereby TWX Group; (d) assuming that the approvals required under Section 6.06(e) are obtained, violate any order, writ or injunction, or any material decree or material Law applicable to any member of the TWX Group or any of its properties or assets except as would not, individually or in the aggregate, prevent or materially impede or delay the consummation of the Separation or the performance of this Agreement or any Ancillary Agreement by a TWX Party or any member of the TWX Group; or (e) require any Authorization from any Governmental Authority, except for (i) the Registration Statement, if applicable, (ii) applicable requirements of the Exchange Act, the Securities Act and therebystate securities or blue sky laws, (iii) the FCC Consents, (iv) any LFA Approvals, (v) the filing of a certificate of merger or other appropriate documents executed in accordance with the relevant provisions of the DGCL with the Secretary of State of the State of Delaware, (vi) the filing of the Amended Charter with the Secretary of State of the State of Delaware and (vii) where the failure to obtain such Authorizations would not prevent or materially impede or delay the consummation of the Separation or the performance of this Agreement or any Ancillary Agreement by a TWX Party or any member of the TWX Group.