Common use of Government Filings; No Violations Clause in Contracts

Government Filings; No Violations. (a) No notices, reports or other filings are required to be made by the Parent with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Parent from, any Governmental Entity, in connection with the execution and delivery of this Agreement by it and the consummation by it of the Merger and the other transactions contemplated by this Agreement, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Parent or prevent, materially delay or materially impair its ability to consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by the Parent do not, and the consummation by it of the Merger and the other transactions contemplated by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, its certificate of incorporation or bylaws or the comparable governing instruments of any of its Significant Investees, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on its assets or the assets of any of its Significant Investees (with or without notice, lapse of time or both) pursuant to, any Contract binding upon it or any of its Significant Investees or any Law or governmental or non-governmental permit or license to which it or any of its Significant Investees is subject or (C) any change in the rights or obligations of any party under any Contracts to which it or its Significant Investees are a party, except, in the case of clauses (B) or (C) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on it or prevent, materially delay or materially impair its ability to consummate the transactions contemplated by this Agreement. Schedule 6.4 sets forth a correct and complete list of Contracts of the Parent and its Significant Investees pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement other than those where the failure to obtain such consents or waivers is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Parent or prevent or materially impair its ability to consummate the transactions contemplated by this Agreement.

Government Filings; No Violations. Except for (ai) No noticesthe applicable requirements, reports if any, of state securities or other Blue Sky Laws, (ii) the pre-merger notification requirements of the HSR Act, (iii) filings are under the Securities Act and the Exchange Act, (iv) any filings required under the rules and regulations of the New York Stock Exchange, and (v) the filing of the Certificate of Merger pursuant to be made by the Parent withDGCL, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Parent from, any Governmental Entity, in connection with the execution and delivery of this Agreement by it Parent and Merger Sub and the consummation by it of the Merger and the other transactions contemplated by this AgreementAgreement do not (A) conflict with or result in any breach of, except those that constitute a default under, result in a violation of, result in the failure creation of any Lien upon any assets of Parent or Merger Sub, (B) require any authorization, consent, approval, exemption or other action by or notice to make any court or obtain are Governmental Entity, including without limitation the FDA and the DEA, (C) conflict with or result in a breach of the provisions of Parent’s or Merger Sub’s certificate of incorporation or bylaws, (D) conflict with, give rise to the right to modify, result in the termination of, or accelerate the performance required by, or result in a right of termination under, require any offer to repurchase any debt, require any prepayment of any debt, or result in a breach of any contract, agreement, lease, mortgage, note, indenture or instrument to which Parent or Merger Sub or any of their respective Subsidiaries is bound, or (E) conflict with or result in a breach of any Law to which Parent or Merger Sub is subject, other than, in the case of (A), (B), (D), or (E) above, as would not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on material adverse effect to the Parent. Neither Parent nor Merger Sub is subject to any outstanding judgment, order or prevent, materially delay decree of any court or materially impair Governmental Entity that could prohibit or adversely affect its respective ability to enter into this Agreement or consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by the Parent do not, and the consummation by it of the Merger and the other transactions contemplated by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, its certificate of incorporation or bylaws or the comparable governing instruments of any of its Significant Investees, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on its assets or the assets of any of its Significant Investees (with or without notice, lapse of time or both) pursuant to, any Contract binding upon it or any of its Significant Investees or any Law or governmental or non-governmental permit or license to which it or any of its Significant Investees is subject or (C) any change in the rights or obligations of any party under any Contracts to which it or its Significant Investees are a party, except, in the case of clauses (B) or (C) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on it or prevent, materially delay or materially impair its ability to consummate the transactions contemplated by this Agreement. Schedule 6.4 sets forth a correct and complete list of Contracts of the Parent and its Significant Investees pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement other than those where the failure to obtain such consents or waivers is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Parent or prevent or materially impair its ability to consummate the transactions contemplated by this Agreement.

Government Filings; No Violations. (a) No Except for filings required pursuant to the Exchange Act, no notices, reports or other filings are required to be made by the Parent HomeCom with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Parent HomeCom from, any Governmental Entity, in connection with the execution and delivery of this Agreement by it and the consummation by it of the Merger and the other transactions contemplated by this Agreement, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Parent HomeCom or prevent, materially delay or materially impair its ability to consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by the Parent do HomeCom does not, and the consummation by it of the Merger Exchange and the other transactions contemplated by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, its certificate of incorporation incorporation, certificates of designations or bylaws or the comparable governing instruments of any of its Significant Investeesbylaws, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on its assets or the assets of any of its Significant Investees Subsidiaries (with or without notice, lapse of time or both) pursuant to, any Contract binding upon it or any of its Significant Investees Subsidiaries or any Law or governmental or non-governmental permit or license to which it or any of its Significant Investees Subsidiaries is subject or (C) any change in the rights or obligations of any party under any Contracts to which it or its Significant Investees Subsidiaries are a party, except, in the case of clauses (B) or (C) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on it or prevent, materially delay or materially impair its ability to consummate the transactions contemplated by this Agreement. Schedule 6.4 sets forth a correct and complete list of Contracts of the Parent and its Significant Investees pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement other than those where the failure to obtain such consents or waivers is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on the Parent or prevent or materially impair its ability to consummate the transactions contemplated by this Agreement.