Common use of Conflicts; Defaults; Etc Clause in Contracts

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by Bank, its compliance with the terms hereof, and its consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any material contract, instrument or agreement to which Bank is a party or by which it is bound, except for conflicts, breaches and defaults which would not reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effect; (ii) conflict with or violate the articles of association or by-laws, or any other equivalent organizational document(s) of Bank; (iii) violate any Applicable Law, or conflict with or require any consent or approval under any judgment, order, writ, decree, permit or license, to which Bank is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effect; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which Bank is a party or by which it is bound, which consent or approval has not been obtained, except to the extent that the failure to obtain such consent or approval would not [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Commission. reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effect; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authority, which filing, notice, consent or approval has not been made, given or obtained, as appropriate, except to the extent that the failure to obtain such consent or approval would not reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effect.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by BankCompany, its compliance with the terms hereof, and its consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Commission. default under, or accelerate the performance required by, the terms of any material contract, instrument or agreement to which Bank Company is a party or by which it is bound, or by which Company assets are bound, except for conflicts, breaches and defaults which would not reasonably be expected to have, individually or in the aggregate, a Bank Company Material Adverse Effect; (ii) conflict with or violate the articles of association incorporation or by-laws, or any other equivalent organizational document(s) ), of BankCompany; (iii) violate any Applicable Law, or conflict with or require any consent or approval under any judgment, order, writ, decree, permit or license, to which Bank Company is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not reasonably be expected to have, individually or in the aggregate, a Bank Company Material Adverse Effect; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which Bank Company is a party or by which it is bound, which consent or approval has not been obtained, except to the extent that the failure to obtain such consent or approval would not [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Commission. reasonably be expected to have, individually or in the aggregate, a Bank Company Material Adverse Effect; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authority, which filing, notice, consent or approval has not been made, given or obtained, as appropriate, except to the extent that the failure to obtain such consent or approval would not reasonably be expected to have, individually or in the aggregate, a Bank Company Material Adverse Effect.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by BankCompany, its compliance with the terms hereof, and its consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any material contract, instrument or agreement to which Bank Company is a party or by which it is bound, or by which Company assets are bound, except for conflicts, breaches and defaults which would not reasonably be expected to have, individually or in the aggregate, a Bank Company Material Adverse Effect; (ii) conflict with or violate the articles of association incorporation or by-laws, or any other equivalent organizational document(s) ), of BankCompany; (iii) violate any Applicable Law, or conflict with or require any consent or approval under any judgment, order, writ, decree, permit or license, to which Bank Company is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not reasonably be expected to have, individually or in the aggregate, a Bank Company Material Adverse Effect; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which Bank Company is a party or by which it is bound, which consent or approval has not been obtained, except to the extent that the failure to obtain such consent or approval would not [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Commission. reasonably be expected to have, individually or in the aggregate, a Bank Company Material Adverse Effect; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authority, which filing, notice, consent or approval has not been made, given or obtained, as appropriate, except to the extent that the failure to obtain such consent or approval would not reasonably be expected to have, individually or in the aggregate, a Bank Company Material Adverse Effect.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by Bank, its compliance with the terms hereof, and its consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any material contract, [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Commission. instrument or agreement to which Bank is a party or by which it is bound, except for conflicts, breaches and defaults which would not reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effect; (ii) conflict with or violate the articles of association or by-laws, or any other equivalent organizational document(s) of Bank; (iii) violate any Applicable Law, or conflict with or require any consent or approval under any judgment, order, writ, decree, permit or license, to which Bank is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effect; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which Bank is a party or by which it is bound, which consent or approval has not been obtained, except to the extent that the failure to obtain such consent or approval would not [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Commission. reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effect; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authority, which filing, notice, consent or approval has not been made, given or obtained, as appropriate, except to the extent that the failure to obtain such consent or approval would not reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effect.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by BankCompany, its compliance with the terms hereof, and its consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any material contract, instrument or agreement to which Bank Company is a party or by which it is bound, or by which Company assets are bound, except for conflicts, breaches and defaults which would not reasonably be expected to have, individually or in the aggregate, a Bank Company Material Adverse Effect; (ii) conflict with or violate the articles of association incorporation or by-laws, or any other equivalent organizational document(s) ), of BankCompany; (iii) violate any Applicable Law, or conflict with or require any consent or approval under any judgment, order, writ, decree, permit or license, to which Bank Company is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not reasonably be expected to have, individually or in the aggregate, a Bank Company Material Adverse Effect; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which Bank Company is a party or by which it is bound, which consent or approval has not been obtained, except to the extent that the failure to obtain such consent or approval would not [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Commission. reasonably be expected to have, individually or in the aggregate, a Bank Company Material Adverse Effect; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authorityGovernmental Authority, which filing, notice, consent or approval has not been made, given or obtained, as appropriate, except to the extent that the failure to obtain such consent or approval would not reasonably be expected to have, individually or in the aggregate, a Bank Company Material Adverse Effect.. (d)

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by Bank, its compliance with the terms hereof, and its consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any material contract, [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Commission. 72 instrument or agreement to which Bank is a party or by which it is bound, except for conflicts, breaches and defaults which would not reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effect; (ii) conflict with or violate the articles of association or by-laws, or any other equivalent organizational document(s) of Bank; (iii) violate any Applicable Law, or conflict with or require any consent or approval under any judgment, order, writ, decree, permit or license, to which Bank is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effect; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which Bank is a party or by which it is bound, which consent or approval has not been obtained, except to the extent that the failure to obtain such consent or approval would not [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Commission. reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effect; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authority, which filing, notice, consent or approval has not been made, given or obtained, as appropriate, except to the extent that the failure to obtain such consent or approval would not reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effect.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by Bank, its compliance with the terms hereof, and its the consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any material contract, instrument or agreement to which Bank is a party or by which it is bound, except for conflicts, breaches and defaults which would not reasonably be expected have a material and adverse effect upon Bank, the Program, the Accounts, Cardholder Indebtedness or Bank’s ability to have, individually or in the aggregate, a Bank Material Adverse Effectperform its obligations under this Agreement; (ii) conflict with or violate the articles of association incorporation or by-laws, or any other equivalent organizational document(s) of Bank; (iii) violate any Applicable Law, Law or conflict with with, or require any consent or approval under any judgment, order, writ, decree, permit or license, to which Bank is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not reasonably be expected have a material and adverse effect upon Bank, the Program, the Accounts, the Cardholder Indebtedness or Bank’s ability to have, individually or in the aggregate, a Bank Material Adverse Effectperform its obligations under this Agreement; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which Bank is a party or by which it is bound, which consent or approval has not been obtained, except to the extent that the failure to obtain such consent or approval would not [*] Indicates confidential portions omitted pursuant have a material and adverse effect upon Bank’s ability to a request for confidential treatment filed separately with the Commission. reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effectperform its obligations under this Agreement; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authority, which filing, notice, consent or approval has not been made, given or obtained, as appropriate, except to the extent that the failure to make such filing or obtain such consent or approval would not reasonably be expected have a material and adverse effect upon Bank’s ability to have, individually or in the aggregate, a Bank Material Adverse Effectperform its obligations under this Agreement.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by Bank, its compliance with the terms hereof, and its consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any material contract, instrument or agreement to which Bank or any of its Affiliates is a party or by which it is bound, except for conflicts, breaches and defaults which would not reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effect; (ii) conflict with or violate the articles of association or by-laws, or any other equivalent organizational document(s) of Bank; (iii) violate any Applicable Law, or conflict with or require any consent or approval under any judgment, order, writ, decree, permit or license, to which Bank is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effect; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which Bank or any of its Affiliates is a party or by which it is bound, which consent or approval has not been obtained, except to the extent that the failure to obtain such consent or approval would not [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Commission. reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effect; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authorityGovernmental Authority, which filing, notice, consent or approval has not been made, given or obtained, as appropriate, except to the extent that the failure to obtain such consent or approval would not reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effect.. * 60 (d)

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement and the Accession Agreement for each Retail Entity by Bank, its compliance with the terms hereofhereof and thereof, and its the consummation of the transactions specified herein and therein with respect to each Conversion Date, and the closing of each Purchase Agreement will not (i) § conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any material contract, instrument or agreement to which Bank is a party or by which it is bound, except for conflicts, breaches and defaults which would not reasonably be expected have a material and adverse effect upon Bank’s ability to have, individually or in the aggregate, a Bank Material Adverse Effectperform its obligations under this Agreement; (ii) § conflict with or violate the articles of association incorporation or by-laws, or any other equivalent organizational document(s) of Bank; (iii) § violate any Applicable Law, or conflict with or require any consent or approval under any judgment, order, writ, decree, permit or license, to which Bank is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not reasonably be expected have a material and adverse effect upon Bank’s ability to have, individually perform its obligations under this Agreement or in the aggregate, a Bank Material Adverse EffectAccession Agreement; (iv) § require the consent or approval of any other party to any contract, instrument or commitment to which Bank is a party or by which it is bound, which consent or approval has not been obtained, except to the extent that the failure to obtain such consent or approval would not [*] Indicates confidential portions omitted pursuant have a material and adverse effect upon Bank’s ability to a request for confidential treatment filed separately with perform its obligations under this Agreement or the Commission. reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse EffectAccession Agreement; or (v) § to the Knowledge of Bank after consultation with counsel require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authority, which filing, notice, consent or approval has not been made, given or obtained, as appropriateauthority by Bank, except to the extent that the failure to obtain such consent or approval would not reasonably be expected have a material and adverse effect upon the Program, the Accounts, the Cardholder Indebtedness or Bank’s ability to have, individually or in the aggregate, a Bank Material Adverse Effectperform its obligations under this Agreement.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by BankCompany and the Accession Agreement by each Retail Entity, its compliance with the terms hereofhereof and thereof, and its consummation of the transactions specified herein and therein with respect to each Conversion Date as applicable, and the closing of each Purchase Agreement will not (i) § conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any material contract, instrument or agreement agreement, including the Existing Issuer Agreements, to which Bank Company or the Retail Entity, as applicable, is a party or by which it is bound, bound except for conflicts, breaches and defaults which would not reasonably be expected have a material and adverse effect upon Company’s or the Retail Entity’s, as applicable, ability to have, individually or in the aggregate, a Bank Material Adverse Effectperform its obligations under this Agreement; (ii) § conflict with or violate the articles of association incorporation or by-laws, or any other equivalent organizational document(s) ), of BankCompany or the Retail Entity, as applicable; (iii) § violate any Applicable Law, or conflict with or require any consent or approval under any judgment, order, writ, decree, permit or license, to which Bank Company or the Retail Entity, as applicable, is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not reasonably be expected have a material and adverse effect upon Company’s or the Retail Entity’s, as applicable, ability to have, individually perform its obligations under this Agreement or in the aggregate, a Bank Material Adverse EffectAccession Agreement; (iv) § require the consent or approval of any other party to any contract, instrument or commitment to which Bank Company or the Retail Entity, as applicable, is a party or by which it is bound, which consent or approval has not been obtained, except to the extent that the failure to obtain such consent or approval would not [*] Indicates confidential portions omitted pursuant have a material and adverse effect upon Company’s or the Retail Entity’s, as applicable, ability to a request for confidential treatment filed separately with perform its obligations under this Agreement or the Commission. reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse EffectAccession Agreement; or (v) § to the Knowledge of Company after consultation with counsel, require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authority, which filing, notice, consent or approval has not been made, given or obtained, as appropriateauthority by Company, except to the extent that the failure to obtain such consent or approval would not reasonably be expected have a material and adverse effect upon Company or the Retail Entity, as applicable, the Program, the Accounts, the Cardholder Indebtedness or Company’s or the Retail Entity’s, as applicable, ability to have, individually or in the aggregate, a Bank Material Adverse Effectperform its obligations under this Agreement.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by Bank, its compliance with the terms hereof, and its consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any material contract, instrument or agreement to which Bank or any of its Affiliates is a party or by which it is bound, except for conflicts, breaches and defaults which would not reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effect; (ii) conflict with or violate the articles of association or by-laws, or any other equivalent organizational document(s) of Bank; (iii) violate any Applicable Law, or conflict with or require any consent or approval under any judgment, order, writ, decree, permit or license, to which Bank is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effect; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which Bank or any of its Affiliates is a party or by which it is bound, which consent or approval has not been obtained, except to the extent that the failure to obtain such consent or approval would not [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Commission. reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effect; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authorityGovernmental Authority, which filing, notice, consent or approval has not been made, given or obtained, as appropriate, except to the extent that the failure to obtain such consent or approval would not reasonably be expected to have, individually or in the aggregate, a Bank Material Adverse Effect.. *

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by BankCompany, its compliance with the terms hereof, and its consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any material contract, instrument or agreement to which Bank Company is a party or by which it is bound, or by which Company assets are bound, except for conflicts, breaches and defaults which would not reasonably be expected to have, individually or in the aggregate, a Bank Company Material Adverse Effect; (ii) conflict with or violate the articles of association incorporation or by-laws, or any other equivalent organizational document(s) ), of BankCompany; (iii) violate any Applicable Law, or conflict with or require any consent or approval under any judgment, order, writ, decree, permit or license, to which Bank Company is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not reasonably be expected to have, individually or in the aggregate, a Bank Company Material Adverse Effect; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which Bank Company is a party or by which it is bound, which consent or approval has not been obtained, except to the extent that the failure to obtain such consent or approval would not [*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Commission. reasonably be expected to have, individually or in the aggregate, a Bank Company Material Adverse Effect; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authorityGovernmental Authority, which filing, notice, consent or approval has not been made, given or obtained, as appropriate, except to the extent that the failure to obtain such consent or approval would not reasonably be expected to have, individually or in the aggregate, a Bank Company Material Adverse Effect.