Common use of NO CONFLICT; REQUIRED FILING AND CONSENT Clause in Contracts

NO CONFLICT; REQUIRED FILING AND CONSENT. (a) The execution and delivery of this Agreement and the ancillary agreements to which it is a party by TW and the Company does not, and the performance of this Agreement and the ancillary agreements to which it is a party by TW and the Company, as the case may be, and the consummation of the transactions contemplated hereby and thereby by Newco A Sub and Newco B Sub, will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws of TW or the Company, as the case may be, (ii) assuming that all consents, approvals, authorizations, notifications and other actions described in SECTION 5.05(b) have been obtained and all filings and obligations described in SECTION 5.05(b) have been made or complied with, conflict with or violate any Law applicable to TW or the Company or by which any property or asset of TW or the Company is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of TW or the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, or other occurrences which would not, individually or in the aggregate, have a material adverse effect on the Company or TW or on the ability of TW, the Company, Newco A Sub or Newco B Sub to perform its obligations hereunder or thereunder or materially impair or delay the consummation of the transactions contemplated hereby or thereby. As of the Closing Date, the execution and delivery of the ancillary agreements to which it is a party by Newco A Sub and Newco B Sub will not, and the performance of the ancillary agreements to which it is a party by Newco A Sub and Newco B Sub, as the case may be, will not, (i) conflict with or violate the Certificate of Limited Liability Company (or, if any Drop-Down Condition is satisfied, the Certificate of Incorporation or Bylaws) of Newco A Sub or Newco B Sub, as the case may be, (ii) assuming that all consents, approvals, authorizations, notifications and other actions described in SECTION 5.05(b) have been obtained and all filings and obligations described in SECTION 5.05(b) have been made or complied with, conflict with or violate any Law applicable to Newco A Sub or Newco B Sub or by which any property or asset of Newco A Sub or Newco B Sub is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Newco A Sub or Newco B Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, or other occurrences which would not, individually or in the aggregate, have a material adverse effect on the Company, TW, Newco A Sub or Newco B Sub or on the ability of TW, the Company, Newco A Sub or Newco B Sub to perform its obligations 42 hereunder or thereunder or materially impair or delay the consummation of the transactions contemplated hereby or thereby. (b) The execution and delivery of this Agreement and the ancillary agreements to which it is a party by TW and the Company do not, and the performance of this Agreement and the ancillary agreements to which it is a party by TW and the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Government Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, the Trust Indenture Act, Blue Sky Laws, WARN, the notice requirements of the FCC, FAA and DOT, state takeover laws, the notice requirements of the Hawaiian Dislocated Workers Act, the pre-merger notification requirements of the HSR Act, Hawaiian antitrust and trade regulation laws and filing and recordation of the Articles of Merger as required by the HBCA, the filing of any Certificate of Merger as required by the DLLCA (or, if any Drop-Down Condition is satisfied, the DGCL) and as disclosed in the A Disclosure Schedule and the B Disclosure Schedule and (ii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not, individually or in the aggregate, have a material adverse effect on the Company or TW or on the ability of TW, the Company, Newco A Sub or Newco B Sub to perform its obligations hereunder or thereunder or materially impair or delay the consummation of the transactions contemplated hereby or thereby. As of the Closing Date, the execution and delivery of the ancillary agreements to which it is a party by Newco A Sub and Newco B Sub do not, and the performance of the ancillary agreements to which it is a party by Newco A Sub and Newco B Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Government Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, the Trust Indenture Act, Blue Sky Laws, WARN, the notice requirements of the FCC, FAA and DOT, state takeover laws, the notice requirements of the Hawaiian Dislocated Workers Act, the pre-merger notification requirements of the HSR Act, Hawaiian antitrust and trade regulation laws and filing and recordation of the Articles of Merger as required by the HBCA, the filing of any Certificate of Merger as required by the DLLCA (or, if any Drop-Down Condition is satisfied, the DGCL) and as disclosed in the A Disclosure Schedule and the B Disclosure Schedule and (ii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not, individually or in the aggregate, have a material adverse effect on the Company, TW, Newco A Sub or Newco B Sub or on the ability of TW, the Company, Newco A Sub or Newco B Sub to perform its obligations hereunder or thereunder or materially impair or delay the consummation of the transactions contemplated hereby or thereby.

NO CONFLICT; REQUIRED FILING AND CONSENT. (a) The execution and delivery of this Agreement and the ancillary agreements to which it is a party by TW and the Company does not, and the performance of this Agreement and the ancillary agreements to which it is a party by TW and the Company, as the case may be, and the consummation of the transactions contemplated hereby and thereby by Newco A Sub and Newco B Sub, will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws of TW or the Company, as the case may be, (ii) assuming that all consents, approvals, authorizations, notifications and other actions described in SECTION Section 5.05(b) have been obtained and all filings and obligations described in SECTION Section 5.05(b) have been made or complied with, conflict with or violate any Law applicable to TW or the Company or by which any property or asset of TW or the Company is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of TW or the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, or other occurrences which would not, individually or in the aggregate, have a material adverse effect on the Company or TW or on the ability of TW, the Company, Newco A Sub or Newco B Sub to perform its obligations hereunder or thereunder or materially impair or delay the consummation of the transactions contemplated hereby or thereby. As of the Closing Date, the execution and delivery of the ancillary agreements to which it is a party by Newco A Sub and Newco B Sub will not, and the performance of the ancillary agreements to which it is a party by Newco A Sub and Newco B Sub, as the case may be, will not, (i) conflict with or violate the Certificate of Limited Liability Company (or, if any Drop-Down Condition is satisfied, the Certificate of Incorporation or Bylaws) of Newco A Sub or Newco B Sub, as the case may be, (ii) assuming that all consents, approvals, authorizations, notifications and other actions described in SECTION Section 5.05(b) have been obtained and all filings and obligations described in SECTION Section 5.05(b) have been made or complied with, conflict with or violate any Law applicable to Newco A Sub or Newco B Sub or by which any property or asset of Newco A Sub or Newco B Sub is bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Newco A Sub or Newco B Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults, or other occurrences which would not, individually or in the aggregate, have a material adverse effect on the Company, TW, Newco A Sub or Newco B Sub or on the ability of TW, the Company, Newco A Sub or Newco B Sub to perform its obligations 42 hereunder or thereunder or materially impair or delay the consummation of the transactions contemplated hereby or thereby. (b) The execution and delivery of this Agreement and the ancillary agreements to which it is a party by TW and the Company do not, and the performance of this Agreement and the ancillary agreements to which it is a party by TW and the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Government Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, the Trust Indenture Act, Blue Sky Laws, WARN, the notice requirements of the FCC, FAA and DOT, state takeover laws, the notice requirements of the Hawaiian Dislocated Workers Act, the pre-merger notification requirements of the HSR Act, Hawaiian antitrust and trade regulation laws and filing and recordation of the Articles of Merger as required by the HBCA, the filing of any Certificate of Merger as required by the DLLCA (or, if any Drop-Down Condition is satisfied, the DGCL) and as disclosed in the A Disclosure Schedule and the B Disclosure Schedule and (ii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not, individually or in the aggregate, have a material adverse effect on the Company or TW or on the ability of TW, the Company, Newco A Sub or Newco B Sub to perform its obligations hereunder or thereunder or materially impair or delay the consummation of the transactions contemplated hereby or thereby. As of the Closing Date, the execution and delivery of the ancillary agreements to which it is a party by Newco A Sub and Newco B Sub do not, and the performance of the ancillary agreements to which it is a party by Newco A Sub and Newco B Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Government Authority, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, the Trust Indenture Act, Blue Sky Laws, WARN, the notice requirements of the FCC, FAA and DOT, state takeover laws, the notice requirements of the Hawaiian Dislocated Workers Act, the pre-merger notification requirements of the HSR Act, Hawaiian antitrust and trade regulation laws and filing and recordation of the Articles of Merger as required by the HBCA, the filing of any Certificate of Merger as required by the DLLCA (or, if any Drop-Down Condition is satisfied, the DGCL) and as disclosed in the A Disclosure Schedule and the B Disclosure Schedule and (ii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not, individually or in the aggregate, have a material adverse effect on the Company, TW, Newco A Sub or Newco B Sub or on the ability of TW, the Company, Newco A Sub or Newco B Sub to perform its obligations hereunder or thereunder or materially impair or delay the consummation of the transactions contemplated hereby or thereby.