Common use of No Conflict; Required Consents Clause in Contracts

No Conflict; Required Consents. Exclusive of MIOA Board Approval and MIOA Stockholder Approval, SCHEDULE 5.4 lists all material third party consents or approvals required with respect to MIOA and its Subsidiaries for consummation of the Transactions, which consents MIOA agrees to use its best reasonable efforts to obtain. Assuming all such consents and approvals have been obtained and assuming the appropriate filings and mailings are made by PHC and MIOA to effectuate the Merger under the Florida Act and the Delaware Act, and under the Securities Act and the Exchange Act, the execution and delivery by MIOA of this Agreement and the Closing Documents and the consummation by MIOA of the Transactions do not and will not, except as set forth on SCHEDULE 5.4, (a) require the consent, approval or action of, or any filing or notice to, any corporation, firm, Person or other entity or any public, governmental or judicial authority (except for such consents, approvals, actions, filings or notices the failure of which to make or obtain will not in the aggregate have a Material Adverse Effect); (b) violate in any material respect the terms of any material instrument, document or agreement to which MIOA or any of its Subsidiaries is a party, or by which MIOA or any of its Subsidiaries or the property of MIOA or any of its Subsidiaries is bound, or be in conflict in any material respect with, result in a material breach of or constitute (upon the giving of notice or lapse of time or both) a material default under any such instrument, document or agreement, or result in the creation of any lien upon any of the property or assets of MIOA or any of its Subsidiaries; (c) violate in any respect the terms of any instrument, document or agreement to which MIOA or any of its Subsidiaries is a party, or by which MIOA or any of its Subsidiaries or the property of MIOA or any of its Subsidiaries is bound, or be in conflict in any respect with, result in a breach of or constitute (upon the giving of notice or lapse of time or both) a default under any such instrument, document or agreement, or result in the creation of any lien upon any of the property or assets of MIOA or any of its Subsidiaries if the aggregate effect of all such violations listed in this subsection (c) results in a Material Adverse Effect on MIOA and its Subsidiaries taken as a whole; (d) violate MIOA's Articles of Incorporation or Bylaws; or (e) violate any order, writ, injunction, decree, judgment, ruling, law, rule or regulation of any federal, state, county, municipal, or foreign court or governmental authority applicable to MIOA or any of its Subsidiaries, or the business or assets of MIOA or any of its Subsidiaries. Neither MIOA nor any of its Subsidiaries is subject to, or a party to, any mortgage, lien, lease, agreement, contract, instrument, order, judgment or decree or any other material restriction of any kind or character which would prevent or hinder the continued operation of the business of MIOA and its Subsidiaries after the Closing on substantially the same basis as theretofore operated.

No Conflict; Required Consents. Exclusive Schedule 3.4, attached hereto contains a true, correct and complete list of MIOA Board Approval all contracts, insurance policies and MIOA Stockholder Approval, SCHEDULE 5.4 lists all material third party consents leases that require consent or approvals required with respect approval prior to MIOA and its Subsidiaries for any change in control of the Company or the consummation of the Transactionstransactions contemplated hereby where the absence of such consent or approval would result in a Material Adverse Effect (collectively, which consents MIOA agrees to use its best reasonable efforts to obtainthe “Consents” and individually a “Consent”). Assuming all such consents and approvals Consents have been obtained and assuming the appropriate filings and mailings are made by PHC and MIOA or waived prior to effectuate the Merger under the Florida Act and the Delaware Act, and under the Securities Act and the Exchange ActClosing, the execution and delivery by MIOA the Company of this Agreement and other agreements contemplated by this Agreement, the Closing Documents issuance of the Exchange Shares and the Warrant to Sponsor, and the consummation by MIOA the Company of the Transactions transactions contemplated hereby and thereby do not and will not, except as set forth on SCHEDULE 5.4, not (ai) require the consent, approval or action of, or any filing with or notice to, any corporation, firm, Person or other entity or any public, governmental or judicial authority authority, except that (except for such consentsa) the issuance of the Exchange Shares and the Warrant to Sponsor will require the approval of the Company’s stockholders in accordance with Rule 4350 of the NASDAQ Stock Market, approvals, actions, filings or notices the failure of which to make or obtain will not in the aggregate have a Material Adverse Effect); and (b) violate in any material respect connection with the terms of any material instrument, document or agreement to which MIOA or any of its Subsidiaries is a party, or by which MIOA or any of its Subsidiaries or the property of MIOA or any of its Subsidiaries is bound, or be in conflict in any material respect with, result in a material breach of or constitute (upon the giving of notice or lapse of time or both) a material default under any such instrument, document or agreement, or result in the creation of any lien upon any issuance of the property or assets Exchange Shares and the Warrant to Sponsor, the Company will be required to file an information statement with the Securities and Exchange Commission (the “Commission”) in accordance with Section 14(c) of MIOA or any the Securities Exchange Act of its Subsidiaries1934, as amended (the “Exchange Act”) and Regulation 14C thereunder; (cii) violate in any respect the terms of any instrument, document or agreement to which MIOA or any of its Subsidiaries company in the Company Group is a party, or by which MIOA or any of its Subsidiaries company in the Company Group or the property of MIOA or any of its Subsidiaries company in the Company Group is bound, or be in conflict in any respect with, result in a breach of or constitute (upon the giving of notice or lapse of time or both) a default under any such instrument, document or agreement, or result in the creation of any lien upon any of the property or assets of MIOA any company in the Company Group, or give rise to a right of termination of any of its Subsidiaries if the aggregate effect of all such violations listed instrument, document or agreement, in this subsection (c) results in each case except where such violation, conflict, breach, default or lien will not have a Material Adverse Effect on MIOA and its Subsidiaries taken as a wholeEffect; (diii) violate MIOA's Articles the organizational documents of Incorporation or Bylawsany company in the Company Group; or (eiv) violate any order, writ, injunction, decree, judgment, ruling, law, rule or regulation of any federal, state, county, municipal, or foreign court or governmental authority applicable to MIOA or any of its Subsidiaries, company in the Company Group or the business or assets of MIOA or any of its Subsidiariescompany in the Company Group. Neither MIOA nor any of its Subsidiaries is The companies in the Company Group are not subject to, or a party to, any mortgage, lien, lease, agreement, contract, instrument, order, judgment or decree or any other material restriction of any kind or character which would prevent or hinder the continued operation of the business of MIOA and its Subsidiaries the Company after the Closing date hereof on substantially the same basis as theretofore heretofore operated.

No Conflict; Required Consents. Exclusive of MIOA Board Approval which has been obtained and MIOA Stockholder Approval, SCHEDULE 5.4 lists all material third third-party consents or approvals required with respect to MIOA and its Subsidiaries for consummation of the Transactions, which consents MIOA agrees to use its best reasonable efforts to obtain. Assuming all such consents and approvals have been obtained and assuming the appropriate filings and mailings are made by PHC CCI and MIOA to effectuate the Merger Acquisition under the Florida Act and the Delaware Act, the Georgia Code and under the Securities Act and the Exchange Act, the execution and delivery by MIOA of this Agreement and the Closing Documents and the consummation by MIOA of the Transactions do not and will not, except as set forth on SCHEDULE 5.4, (a) require the consent, approval or action of, or any filing or notice to, any corporation, firm, Person or other entity or any public, governmental or judicial authority (except for such consents, approvals, actions, filings filing or notices the failure of which to make or obtain will not in the aggregate have a Material Adverse Effect); (b) violate in any material respect the terms of any material instrument, document or agreement to which MIOA or any of its Subsidiaries is a party, or by which MIOA or any of its Subsidiaries or the property of MIOA or any of its Subsidiaries is bound, or be in conflict in any material respect with, result in a material breach of or constitute (upon the giving of notice or lapse of time or both) a material default under any such instrument, document or agreement, or result in the creation of any lien upon any of the property or assets of MIOA or any of its Subsidiaries; (c) violate in any respect the terms of any instrument, document or agreement to which MIOA or any of its Subsidiaries is a party, or by which MIOA or any of its Subsidiaries or the property of MIOA or any of its it Subsidiaries is bound, or be in conflict in any respect with, result in a breach of or constitute (upon the giving of notice or lapse of time or both) a default under any such instrument, document or agreement, or result in the creation of any lien upon any of the property or assets of MIOA or any of its Subsidiaries if the aggregate effect of all such violations listed in this subsection (c) results in a Material Adverse Effect on MIOA and its Subsidiaries taken as a whole; (d) violate MIOA's Articles of Incorporation or Bylaws; or (e) violate any order, writ, injunction, decree, judgment, ruling, law, rule or regulation of any federal, state, county, municipal, or foreign court or governmental authority applicable to MIOA or any of its Subsidiaries, or the business or assets of MIOA or any of its Subsidiaries. Neither MIOA nor any of its Subsidiaries is subject to, or a party to, any mortgage, lien, lease, agreement, contract, instrument, order, judgment or decree or any other material restriction of any kind or character which would prevent or hinder the continued operation of the business of MIOA and its Subsidiaries after the Closing closing on substantially the same basis as theretofore operated.

No Conflict; Required Consents. Exclusive of MIOA PHC Board Approval and MIOA PHC Stockholder Approval, SCHEDULE 5.4 6.4 lists all material third party consents or approvals required with respect to MIOA PHC and its Subsidiaries for consummation of the Transactions, which consents MIOA PHC agrees to use its best reasonable efforts to obtain. Assuming all such consents and approvals have been obtained and assuming the appropriate filings and mailings are made by PHC and MIOA to effectuate the Merger under the Florida Delaware Act and the Delaware Florida Act, and under the Securities Act and the Exchange Act, the execution and delivery by MIOA PHC of this Agreement and the Closing Documents and the consummation by MIOA PHC of the Transactions do not and will not, except as set forth on SCHEDULE 5.46.4, (a) require the consent, approval or action of, or any filing or notice to, any corporation, firm, Person or other entity or any public, governmental or judicial authority (except for such consents, approvals, actions, filings or notices the failure of which to make or obtain will not in the aggregate have a Material Adverse Effect); (b) violate in any material respect the terms of any material instrument, document or agreement to which MIOA PHC or any of its Subsidiaries is a party, or by which MIOA PHC or any of its Subsidiaries or the property of MIOA PHC or any of its Subsidiaries is bound, or be in conflict in any material respect with, result in a material breach of or constitute (upon the giving of notice or lapse of time or both) a material default under any such instrument, document or agreement, or result in the creation of any lien upon any of the property or assets of MIOA PHC or any of its Subsidiaries; (c) violate in any respect the terms of any instrument, document or agreement to which MIOA PHC or any of its Subsidiaries is a party, or by which MIOA PHC or any of its Subsidiaries or the property of MIOA PHC or any of its Subsidiaries is bound, or be in conflict in any respect with, result in a breach of or constitute (upon the giving of notice or lapse of time or both) a default under any such instrument, document or agreement, or result in the creation of any lien upon any of the property or assets of MIOA PHC or any of its Subsidiaries if the aggregate effect of all such violations listed in this subsection (c) results in a Material Adverse Effect on MIOA PHC and its Subsidiaries taken as a whole; (d) violate MIOAPHC's Articles Certificate of Incorporation or Bylaws; or (e) violate any order, writ, injunction, decree, judgment, ruling, law, rule or regulation of any federal, state, county, municipal, or foreign court or governmental authority applicable to MIOA PHC or any of its Subsidiaries, or the business or assets of MIOA PHC or any of its Subsidiaries. Neither MIOA PHC nor any of its Subsidiaries is subject to, or a party to, any mortgage, lien, lease, agreement, contract, instrument, order, judgment or decree or any other material restriction of any kind or character which would prevent or hinder the continued operation of the business of MIOA PHC and its Subsidiaries after the Closing on substantially the same basis as theretofore operated.

No Conflict; Required Consents. Exclusive of MIOA CCI Board Approval and MIOA CCI Stockholder Approval, SCHEDULE 5.4 6.4 lists all material third third-party consents or approvals required with respect to MIOA CCI and its Subsidiaries for consummation of the Transactions, which consents MIOA CCI agrees to use its best reasonable efforts to obtain. Assuming all such consents and approvals have been obtained and assuming the appropriate filings and mailings are made by PHC and MIOA CCI to effectuate the Merger Acquisition under the Florida Act and the Delaware ActGeorgia Code, and under the Securities Act and the Exchange Act, the execution and delivery by MIOA CCI of this Agreement and the Closing Documents and the consummation by MIOA CCI of the Transactions do not and will not, except as set forth on SCHEDULE 5.46.4, (a) require the consent, approval or action of, or any filing or notice to, any corporation, firm, Person or other entity or any public, governmental or judicial authority (except for such consents, approvals, actions, filings filing or notices the failure of which to make or obtain will not in the aggregate have a Material Adverse Effect); (b) violate in any material respect the terms of any material instrument, document or agreement to which MIOA CCI or any of its Subsidiaries is a party, or by which MIOA CCI or any of its Subsidiaries or the property of MIOA CCI or any of its Subsidiaries is bound, or be in conflict in any material respect with, result in a material breach of or constitute (upon the giving of notice or lapse of time or both) a material default under any such instrument, document or agreement, or result in the creation of any lien upon any of the property or assets of MIOA CCI or any of its Subsidiaries; (c) violate in any respect the terms of any instrument, document or agreement to which MIOA CCI or any of its Subsidiaries is a party, or by which MIOA CCI or any of its Subsidiaries or the property of MIOA CCI or any of its Subsidiaries is bound, or be in conflict in any respect with, result in a breach of or constitute (upon the giving of notice or lapse of time or both) a default under any such instrument, document or agreement, or result in the creation of any lien upon any of the property or assets of MIOA CCI or any of its Subsidiaries if the aggregate effect of all such violations listed in this subsection (c) results in a Material Adverse Effect on MIOA CCI and its Subsidiaries taken as a whole; (d) violate MIOACCI's Articles of Incorporation or Bylaws; or (e) violate any order, writ, injunction, decree, judgment, ruling, law, rule or regulation of any federal, state, county, municipal, or foreign court or governmental authority applicable to MIOA CCI or any of its Subsidiaries, or the business or assets of MIOA CCI or any of its Subsidiaries. Neither MIOA CCI nor any of its Subsidiaries is subject to, or a party to, any mortgage, lien, lease, agreement, contract, instrument, order, judgment or decree or any other material restriction of any kind or character which would prevent or hinder the continued operation of the business of MIOA CCI and its Subsidiaries after the Closing closing on substantially the same basis as theretofore operated.

No Conflict; Required Consents. Exclusive The Disclosure Schedule contains a true, correct and complete list of MIOA Board Approval (a) all Material Contracts and MIOA Stockholder ApprovalMaterial Leases that require consent or approval to the assignment of such Material Contract or Material Lease in order to operate the Business on a daily basis as presently conducted and (b) all contracts (other than Material Contracts, SCHEDULE 5.4 lists Contracts with Customers or Contracts with Associates or Employees) and all material third party consents Leases (other than Material Leases) that require consent or approvals required with respect approval to MIOA the assignment of such Contract or Lease where the absence of such consent would result in a Material Adverse Effect (collectively, the "Seller Consents" and its Subsidiaries for consummation of the Transactions, which consents MIOA agrees to use its best reasonable efforts to obtainindividually a "Seller Consent"). Assuming all such consents and approvals Seller Consents have been obtained and assuming the appropriate filings and mailings are made by PHC and MIOA prior to effectuate the Merger under the Florida Act and the Delaware Act, and under the Securities Act and the Exchange ActClosing, the execution and delivery by MIOA Seller and its Owners of this Agreement and the Closing Documents Seller Transaction Documents, and the consummation by MIOA Seller and each of its Owners of the Transactions transactions contemplated hereby and thereby do not and will not, except as set forth on SCHEDULE 5.4, not (a) require the consent, approval or action of, or any filing with or notice to, any corporation, firm, Person person or other entity or any public, governmental or judicial authority (except for such consents, approvals, actions, filings or notices consents and approvals under Contracts and Leases not required to be listed on the failure of which to make or obtain will not in the aggregate have a Material Adverse EffectDisclosure Schedule); (b) violate in any material respect the terms of any material instrument, document or agreement to which MIOA or any of its Subsidiaries is a party, or by which MIOA or any of its Subsidiaries or the property of MIOA or any of its Subsidiaries is bound, or be in conflict in any material respect with, result in a material breach of or constitute (upon the giving of notice or lapse of time or both) a material default under any such instrument, document or agreement, or result in the creation of any lien upon any of the property or assets of MIOA or any of its Subsidiaries; (c) violate in any respect the terms of any instrument, document or agreement to which MIOA Seller or any of its Subsidiaries Owners is a party, or by which MIOA Seller or any of its Subsidiaries Owners or the property of MIOA Seller or any of its Subsidiaries Owners is bound, or be in conflict in any respect with, result in a breach of or constitute (upon the giving of notice or lapse of time or both) a default under any such instrument, document or agreement, or result in the creation of any lien upon any of the property or assets of MIOA Seller or any of its Subsidiaries if Owners (except for consents and approvals under Contracts and Leases not required to be listed on the aggregate effect of all such violations listed in this subsection Disclosure Schedule); (c) results in a Material Adverse Effect on MIOA and its Subsidiaries taken as a whole; violate the organizational documents of Seller (d) violate MIOA's Articles including the articles of Incorporation incorporation or Bylawsbylaws of any Corporate Seller or the certificate of formation or operating agreement of SCLLC); or (ed) violate any order, writ, injunction, decree, judgment, ruling, law, rule or regulation of any federal, state, county, municipal, or foreign court or governmental authority applicable to MIOA Seller or any of its SubsidiariesOwners, or the business or assets of MIOA or any of its SubsidiariesSeller. Neither MIOA Seller nor any of its Subsidiaries Owners is subject to, or is a party to, any mortgage, lien, lease, agreement, contract, instrument, order, judgment or decree or any other material restriction of any kind or character which would prevent or hinder the continued operation of the business Business of MIOA and its Subsidiaries such Seller after the Closing on substantially the same basis as theretofore operated.

No Conflict; Required Consents. Exclusive of MIOA MIS Board Approval and MIOA MIS Stockholder Approval, SCHEDULE 5.4 lists all material third third-party consents or approvals required with respect to MIOA MIS and its Subsidiaries for consummation of the Transactions, which consents MIOA MIS agrees to use its best reasonable efforts to obtain. Assuming all such consents and approvals have been obtained and assuming the appropriate filings and mailings are made by PHC VPC and MIOA MIS to effectuate the Merger under the Florida Act and the Delaware Act, and under the Securities Act and the Exchange Act, the execution and delivery by MIOA MIS of this Agreement and the Closing Documents and the consummation by MIOA MIS of the Transactions do not and will not, except as set forth on SCHEDULE 5.4, (a) require the consent, approval or action of, or any filing or notice to, any corporation, firm, Person or other entity or any public, governmental or judicial authority (except for such consents, approvals, actions, filings filing or notices the failure of which to make or obtain will not in the aggregate have a Material Adverse Effect); (b) violate in any material respect the terms of any material instrument, document or agreement to which MIOA MIS or any of its Subsidiaries is a party, or by which MIOA MIS or any of its Subsidiaries or the property of MIOA MIS or any of its Subsidiaries is bound, or be in conflict in any material respect with, result in a material breach of or constitute (upon the giving of notice or lapse of time or both) a material default under any such instrument, document or agreement, or result in the creation of any lien upon any of the property or assets of MIOA MIS or any of its Subsidiaries; (c) violate in any respect the terms of any instrument, document or agreement to which MIOA MIS or any of its Subsidiaries is a party, or by which MIOA MIS or any of its Subsidiaries or the property of MIOA MIS or any of its it Subsidiaries is bound, or be in conflict in any respect with, result in a breach of or constitute (upon the giving of notice or lapse of time or both) a default under any such instrument, document or agreement, or result in the creation of any lien upon any of the property or assets of MIOA MIS or any of its Subsidiaries if the aggregate effect of all such violations listed in this subsection (cd) results in a Material Adverse Effect on MIOA MIS and its Subsidiaries taken as a whole; (de) violate MIOAMIS's Articles Certificate of Incorporation or Bylaws; or (ef) violate any order, writwrite, injunction, decree, judgment, ruling, law, rule or regulation of any federal, state, county, municipal, or foreign court or of governmental authority applicable to MIOA MIS or any of its Subsidiaries, or the business or assets of MIOA MIS or any of its Subsidiaries. Neither MIOA MIS nor any of its Subsidiaries is subject to, or a party to, any mortgage, lien, lease, agreement, contract, instrument, order, judgment or decree or any other material restriction of any kind or character which would prevent or hinder the continued operation of the business of MIOA MIS and its Subsidiaries after the Closing closing on substantially the same basis as theretofore operated.

No Conflict; Required Consents. Exclusive Schedule 4.4 includes (y) all Contracts required to be included on Schedule 4.16 and all Leases required to be included on Schedule 4.18 that require consent or approval to the assignment of MIOA Board Approval such Contract or Lease hereunder and MIOA Stockholder Approval, SCHEDULE 5.4 lists (z) all material third party consents contracts (except customer contracts and employment contracts) or approvals required leases that require consent or approval to the assignment of such contract or lease where the absence of such consent would result in a Material Adverse Effect. Assuming compliance with respect to MIOA and its Subsidiaries for consummation the applicable requirements of the TransactionsHSR Act, which consents MIOA agrees to use its best reasonable efforts to obtain. Assuming if any, and assuming all such consents consents, approvals, authorizations and approvals other actions listed on Schedule 4.4 hereto have been obtained and assuming the appropriate filings and mailings are made by PHC and MIOA or taken prior to effectuate the Merger under the Florida Act and the Delaware Act, and under the Securities Act and the Exchange ActClosing, the execution and delivery by MIOA Seller and the Stockholders of this Agreement and the Closing Documents Transaction Documents, and the consummation by MIOA Seller and each of the Transactions Stockholders of the transactions contemplated hereby and thereby do not and will not, except as set forth on SCHEDULE 5.4, not (a) require the consent, approval or action of, or any filing with or notice to, any corporation, firm, Person person or other entity or any public, governmental or judicial authority (except for such consents, approvals, actions, filings consents and approvals under contracts or notices the failure of which leases not required to make or obtain will not in the aggregate have a Material Adverse Effectbe listed on Schedule 4.4); (b) violate in any material respect the terms of any material instrument, document or agreement to which MIOA or any of its Subsidiaries is a party, or by which MIOA or any of its Subsidiaries or the property of MIOA or any of its Subsidiaries is bound, or be in conflict in any material respect with, result in a material breach of or constitute (upon the giving of notice or lapse of time or both) a material default under any such instrument, document or agreement, or result in the creation of any lien upon any of the property or assets of MIOA or any of its Subsidiaries; (c) violate in any respect the terms of any instrument, document or agreement to which MIOA Seller or any of its Subsidiaries the Stockholders is a party, or by which MIOA Seller or any either of its Subsidiaries the Stockholders or the property of MIOA Seller or any either of its Subsidiaries the Stockholders is bound, or be in conflict in any respect with, result in a breach of or constitute (upon the giving of notice or lapse of time or both) a default under any such instrument, document or agreement, or result in the creation of any lien upon any of the property or assets of MIOA Seller or any either of its Subsidiaries if the aggregate effect of all Stockholders (except for such violations contracts and leases that are not required to be listed in this subsection on Schedule 4.4); (c) results in a Material Adverse Effect on MIOA and its Subsidiaries taken as a whole; (d) violate MIOASeller's Articles of Incorporation or Bylaws; or (ed) violate any order, writ, injunction, decree, judgment, ruling, law, rule or regulation of any federal, state, county, municipal, or foreign court or governmental authority applicable to MIOA Seller or any either of its Subsidiariesthe Stockholders, or the business Business or assets of MIOA or any of its SubsidiariesSeller. Neither MIOA Seller nor the Stockholders shall be deemed in violation of clauses (a), (b), or (d) of this Section for purposes of Section 6.1 hereof so long as any of its Subsidiaries inaccuracy with respect to such clauses does not result in a Material Adverse Effect. Neither Seller nor the Stockholders is subject to, or is a party to, any mortgage, lien, lease, agreement, contract, instrument, order, judgment or decree or any other material restriction of any kind or character which would prevent or hinder the continued operation of the business Business of MIOA and its Subsidiaries Seller after the Closing on substantially the same basis as theretofore operated.

No Conflict; Required Consents. Exclusive of MIOA VPC Board Approval and MIOA VPC Stockholder Approval, SCHEDULE 5.4 6.4 lists all material third third-party consents or approvals required with respect to MIOA and its Subsidiaries VPC for consummation of the Transactions, which consents MIOA VPC agrees to use its best reasonable efforts to obtain. Assuming all such consents and approvals have been obtained and assuming the appropriate filings and mailings are made by PHC VPC and MIOA VPC to effectuate the Merger under the Florida Act and the Delaware Act, and under the Securities Act and the Exchange Act, the execution and delivery by MIOA VPC of this Agreement and the Closing Documents and the consummation by MIOA VPC of the Transactions do not and will not, except as set forth on SCHEDULE 5.46.4, (a) require the consent, approval or action of, or any filing or notice to, any corporation, firm, Person or other entity or any public, governmental or judicial authority (except for such consents, approvals, actions, filings filing or notices the failure of which to make or obtain will not in the aggregate have a Material Adverse Effect); (b) violate in any material respect the terms of any material instrument, document or agreement to which MIOA or any of its Subsidiaries VPC is a party, or by which MIOA or any of its Subsidiaries VPC or the property of MIOA or any of its Subsidiaries VPC is bound, or be in conflict in any material respect with, result in a material breach of or constitute (upon the giving of notice or lapse of time or both) a material default under any such instrument, document or agreement, or result in the creation of any lien upon any of the property or assets of MIOA or any of its SubsidiariesVPC; (c) violate in any respect the terms of any instrument, document or agreement to which MIOA or any of its Subsidiaries VPC is a party, or by which MIOA or any of its Subsidiaries VPC or the property of MIOA or any of its Subsidiaries VPC is bound, or be in conflict in any respect with, result in a breach of or constitute (upon the giving of notice or lapse of time or both) a default under any such instrument, document or agreement, or result in the creation of any lien upon any of the property or assets of MIOA or any of its Subsidiaries VPC if the aggregate effect of all such violations listed in this subsection (c) results in a Material Adverse Effect on MIOA and its Subsidiaries VPC taken as a whole; (d) violate MIOAVPC's Articles of Incorporation or Bylaws; or (e) violate any order, writwrite, injunction, decree, judgment, ruling, law, rule or regulation of any federal, state, county, municipal, or foreign court or of governmental authority applicable to MIOA or any of its SubsidiariesVPC, or the business or assets of MIOA or any of its SubsidiariesVPC. Neither MIOA nor any of its Subsidiaries VPC is not subject to, or a party to, any mortgage, lien, lease, agreement, contract, instrument, order, judgment or decree or any other material restriction of any kind or character which would prevent or hinder the continued operation of the business of MIOA and its Subsidiaries VPC after the Closing closing on substantially the same basis as theretofore operated.