Common use of No Conflict; Required Filings and Consents; Certain Contracts Clause in Contracts

No Conflict; Required Filings and Consents; Certain Contracts. (a) Except as set forth in Schedule 3.4 and subject to obtaining Company Stockholder Approval, the execution and delivery of this Agreement by the Company do not, and the performance of its obligations under this Agreement and the consummation of the Transactions by the Company will not, (i) conflict with or violate the certificate of incorporation or by-laws or equivalent organizational documents of the Company or any Company Subsidiary, (ii) subject to the making of the filings and obtaining the approvals identified in Section 3.4(b), conflict with or violate any law, rule, regulation, order, judgment or decree (collectively, "Laws") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, except in such instances which would not have a Company Material Adverse Effect; or (iii) subject to the making of the filings and obtaining the approvals identified in Section 3.4(b), conflict with or 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, result in the loss (by the Company, any such Company Subsidiary or the Surviving Corporation) or modification in a manner materially adverse to the Company and the Company Subsidiaries of any material right or benefit under, or give to others any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation of, or result in the creation of any security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever (collectively, "Liens") on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation (collectively, "Contracts"), to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound or affected, except in such instances which would not result in a Company Material Adverse Effect. (b) The execution and delivery of this Agreement by the Company do not, and the performance of its obligations under this Agreement and the consummation of the Transactions by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state or local governmental or regulatory agency, authority, commission or instrumentality, whether domestic or foreign (each a "Governmental Entity"), except for (A) applicable requirements of the Exchange Act, the Securities Act of 1933, as amended (the "Securities Act"), and state securities or "blue sky" laws (the "Blue Sky Laws"), (B) the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), (C) approval of the transactions contemplated by the Transfer Agreement (as defined in Section 6.2(b) hereof) by the Federal Communications Commission (the "FCC") under the Communications Act of 1934, as amended (the "Communications Act"), and the rules and regulations of the FCC promulgated thereunder (the "FCC Rules"), (D) the Merger Filing and (E) such instances in which the failure to obtain such consents, approvals, authorizations or permits or to make such filings or provide such notice will not have a material adverse effect on the business, assets, financial or other condition, or results of operations of the Company or any of the Company's broadcasting, Actmedia or DIMAC business units (a "Business Unit Material Adverse Effect"). (c) Except as set forth in Section 3.4(b) or in Schedule 3.4(c), there are no consents, authorizations or other approvals from any Person (including, without limitation, any Person that has entered into any contract, agreement, arrangement or understanding with the Company) required to permit the consummation of the Transactions, except for such instances in which the failure to obtain such consent, authorization or other approval will not result in a Business Unit Material Adverse Effect.

No Conflict; Required Filings and Consents; Certain Contracts. (a) Except as set forth in Schedule 3.4 and subject to obtaining Company Stockholder Approvalon SCHEDULE 4.5, the execution and delivery of this Agreement by the Company do NHP does not, and the performance of its obligations under this Agreement and the consummation of the Transactions by the Company NHP will not, (i) conflict with with, result in a breach of, cause a dissolution or require the consent or approval of any Person under, or violate any provision of, the certificate Organizational Documents of incorporation or by-laws or equivalent organizational documents of the Company or any Company SubsidiaryNHP, (ii) subject to the making require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for (A) applicable requirements of the filings Exchange Act, the Securities Act and obtaining the approvals identified in Section 3.4(bstate securities or "blue sky" laws ("BLUE SKY LAWS"), conflict with or violate any lawand (B) the Merger Filing, rule, regulation, order, judgment or decree (collectively, "Laws") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, except in such instances which would not have a Company Material Adverse Effect; or (iii) subject to the making of the filings and obtaining the approvals identified in Section 3.4(bclause (ii), conflict with or violate any Law, judgment, order, writ, injunction or decree applicable to NHP or by which any property or asset of NHP is bound or affected, or (iv) conflict with or 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, result in the loss (by the Company, any such Company Subsidiary or the Surviving Corporation) NHP or modification in a manner materially adverse to the Company and the Company Subsidiaries NHP of any material right or benefit under, or give to others any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation of, or result in the creation of a Lien or other encumbrance on any security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever (collectively, "Liens") on NHP Common Stock or any property or asset of the Company NHP or any Company Subsidiary subsidiary of NHP pursuant to, any noteContract of NHP, bondexcept, mortgagein each case, indenture, contract, agreement, lease, license, permit, franchisesuch as would not prevent or delay in any material respect consummation of the Merger, or otherwise, individually or in the aggregate, prevent NHP from performing its obligations under this Agreement in any material respect, and would not, individually or in the aggregate, have a Material Adverse Effect on NHP. (b) Except as set forth in the Contracts filed (or incorporated by reference) as exhibits to NHP's Annual Report on Form 10-K for the year ended December 31, 1996 or the other instrument or obligation (collectivelyNHP SEC Reports filed thereafter, "Contracts"), there are no Contracts to which the Company NHP or any Company Subsidiary subsidiary of NHP is a party or by which the Company NHP or any Company Subsidiary subsidiary of NHP or any property or asset of the Company NHP or any Company Subsidiary subsidiary of NHP is bound or affectedbound, except in such instances which would not result in a Company Material Adverse Effect. (b) The execution and delivery by its terms materially limits the ability of this Agreement by the Company do not, and the performance of its obligations under this Agreement and the consummation of the Transactions by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state or local governmental or regulatory agency, authority, commission or instrumentality, whether domestic or foreign (each a "Governmental Entity"), except for (A) applicable requirements of the Exchange Act, the Securities Act of 1933, as amended (the "Securities Act"), and state securities or "blue sky" laws (the "Blue Sky Laws"), (B) the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), (C) approval of the transactions contemplated by the Transfer Agreement (as defined in Section 6.2(b) hereof) by the Federal Communications Commission (the "FCC") under the Communications Act of 1934, as amended (the "Communications Act"), and the rules and regulations of the FCC promulgated thereunder (the "FCC Rules"), (D) the Merger Filing and (E) such instances in which the failure to obtain such consents, approvals, authorizations or permits or to make such filings or provide such notice will not have a material adverse effect on the business, assets, financial or other condition, or results of operations of the Company NHP or any subsidiary of the Company's broadcastingNHP or, Actmedia or DIMAC business units (a "Business Unit Material Adverse Effect"). (c) Except as set forth in Section 3.4(b) or in Schedule 3.4(c), there are no consents, authorizations or other approvals from any Person (including, without limitation, any Person that has entered into any contract, agreement, arrangement or understanding with the Company) required to permit the after consummation of the Transactions, except would by its terms materially limit the ability of AIMCO or any of its affiliates, to engage in any business in any area or for such instances in which the failure to obtain such consent, authorization or other approval will not result in a Business Unit Material Adverse Effectany period.

No Conflict; Required Filings and Consents; Certain Contracts. (a) Except as set forth in Schedule 3.4 and subject to obtaining Company Stockholder Approval, the The execution and delivery of this Agreement by the Company do Riverbed does not, and the performance of its obligations under this Agreement and the consummation of the Transactions by the Company Riverbed will not, (i) conflict with with, result in a breach of, cause a dissolution or require the consent or approval of any Person under, or violate any provision of, the certificate Organizational Documents of incorporation or by-laws or equivalent organizational documents of the Company Riverbed or any Company Subsidiaryof its Subsidiaries, (ii) subject to the making of the filings and obtaining the approvals identified in Section 3.4(b), conflict with or violate any law, rule, regulation, order, judgment or decree (collectively, "Laws") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, except in such instances which would not have a Company Material Adverse Effect; or (iii) subject to the making of the filings and obtaining the approvals identified in Section 3.4(b), conflict with or 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, result in the loss (by the Company, any such Company Subsidiary or the Surviving Corporation) or modification in a manner materially adverse to the Company and the Company Subsidiaries of any material right or benefit under, or give to others any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation of, or result in the creation of any security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever (collectively, "Liens") on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation (collectively, "Contracts"), to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound or affected, except in such instances which would not result in a Company Material Adverse Effect. (b) The execution and delivery of this Agreement by the Company do not, and the performance of its obligations under this Agreement and the consummation of the Transactions by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state or local governmental or regulatory agency, authority, commission or instrumentality, whether domestic or foreign (each a "Governmental Entity")Authority, except for (A) applicable requirements of the Exchange Act, the Securities Act of 1933, as amended (the "Securities Act"), and state securities or "blue sky" laws (the "Blue Sky Laws"), (B) the pre-merger notification requirements of the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, 1976 (as amended, and the rules and regulations thereunder (the "HSR Act"), including any rules and regulations promulgated thereunder, (B) the Merger Filing, (C) approval of the transactions contemplated by the Transfer Agreement (as defined in Section 6.2(b) hereof) by the Federal Communications Commission (the "FCC") under the Communications Act of 1934, as amended (the "Communications Act")Riverbed Stockholder Approval, and the rules and regulations of the FCC promulgated thereunder (the "FCC Rules"), (D) the Merger Filing and (E) such instances in which the failure to obtain such other consents, approvalsauthorizations, authorizations filings, approvals and registrations which if not obtained or permits or to make such filings or provide such notice will not have a material adverse effect on the business, assets, financial or other condition, or results of operations of the Company or any of the Company's broadcasting, Actmedia or DIMAC business units (a "Business Unit Material Adverse Effect"). (c) Except as set forth in Section 3.4(b) or in Schedule 3.4(c), there are no consents, authorizations or other approvals from any Person (including, without limitation, any Person that has entered into any contract, agreement, arrangement or understanding with the Company) required to permit the consummation of the Transactions, except for such instances in which the failure to obtain such consent, authorization or other approval will made would not result in a Business Unit Material Adverse Effect.Effect on Riverbed or Aether, (iii) subject to the making of the filings and obtaining the approvals identified in clause (ii), conflict with or violate any Law, order, judgment, rule, regulation, ordinance, writ, injunction or decree applicable to Riverbed or any of its Subsidiaries or by which any property or asset of Riverbed or any Subsidiary is bound or affected, which conflict or violation would result in a Material Adverse Effect on Riverbed or

No Conflict; Required Filings and Consents; Certain Contracts. (a) Except as set forth in on Schedule 3.4 and subject to obtaining Company Stockholder Approval4.5, the execution and delivery of this Agreement by the Company do NHP does not, and the performance of its obligations under this Agreement and the consummation of the Transactions by the Company NHP will not, (i) conflict with with, result in a breach of, cause a dissolution or require the consent or approval of any Person under, or violate any provision of, the certificate Organizational Documents of incorporation or by-laws or equivalent organizational documents of the Company or any Company SubsidiaryNHP, (ii) subject to the making require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for (A) applicable 23 30 requirements of the filings Exchange Act, the Securities Act and obtaining the approvals identified in Section 3.4(bstate securities or "blue sky" laws ("Blue Sky Laws"), conflict with or violate any lawand (B) the Merger Filing, rule, regulation, order, judgment or decree (collectively, "Laws") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected, except in such instances which would not have a Company Material Adverse Effect; or (iii) subject to the making of the filings and obtaining the approvals identified in Section 3.4(bclause (ii), conflict with or violate any Law, judgment, order, writ, injunction or decree applicable to NHP or by which any property or asset of NHP is bound or affected, or (iv) conflict with or 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, result in the loss (by the Company, any such Company Subsidiary or the Surviving Corporation) NHP or modification in a manner materially adverse to the Company and the Company Subsidiaries NHP of any material right or benefit under, or give to others any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation of, or result in the creation of a Lien or other encumbrance on any security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever (collectively, "Liens") on NHP Common Stock or any property or asset of the Company NHP or any Company Subsidiary subsidiary of NHP pursuant to, any noteContract of NHP, bondexcept, mortgagein each case, indenture, contract, agreement, lease, license, permit, franchisesuch as would not prevent or delay in any material respect consummation of the Merger, or otherwise, individually or in the aggregate, prevent NHP from performing its obligations under this Agreement in any material respect, and would not, individually or in the aggregate, have a Material Adverse Effect on NHP. (b) Except as set forth in the Contracts filed (or incorporated by reference) as exhibits to NHP's Annual Report on Form 10-K for the year ended December 31, 1996 or the other instrument or obligation (collectivelyNHP SEC Reports filed thereafter, "Contracts"), there are no Contracts to which the Company NHP or any Company Subsidiary subsidiary of NHP is a party or by which the Company NHP or any Company Subsidiary subsidiary of NHP or any property or asset of the Company NHP or any Company Subsidiary subsidiary of NHP is bound or affectedbound, except in such instances which would not result in a Company Material Adverse Effect. (b) The execution and delivery by its terms materially limits the ability of this Agreement by the Company do not, and the performance of its obligations under this Agreement and the consummation of the Transactions by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any federal, state or local governmental or regulatory agency, authority, commission or instrumentality, whether domestic or foreign (each a "Governmental Entity"), except for (A) applicable requirements of the Exchange Act, the Securities Act of 1933, as amended (the "Securities Act"), and state securities or "blue sky" laws (the "Blue Sky Laws"), (B) the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), (C) approval of the transactions contemplated by the Transfer Agreement (as defined in Section 6.2(b) hereof) by the Federal Communications Commission (the "FCC") under the Communications Act of 1934, as amended (the "Communications Act"), and the rules and regulations of the FCC promulgated thereunder (the "FCC Rules"), (D) the Merger Filing and (E) such instances in which the failure to obtain such consents, approvals, authorizations or permits or to make such filings or provide such notice will not have a material adverse effect on the business, assets, financial or other condition, or results of operations of the Company NHP or any subsidiary of the Company's broadcastingNHP or, Actmedia or DIMAC business units (a "Business Unit Material Adverse Effect"). (c) Except as set forth in Section 3.4(b) or in Schedule 3.4(c), there are no consents, authorizations or other approvals from any Person (including, without limitation, any Person that has entered into any contract, agreement, arrangement or understanding with the Company) required to permit the after consummation of the Transactions, except would by its terms materially limit the ability of AIMCO or any of its affiliates, to engage in any business in any area or for such instances in which the failure to obtain such consent, authorization or other approval will not result in a Business Unit Material Adverse Effectany period.