No Conflict; Required Filings and Consents; Certain Contracts. (a) Except as set forth on SCHEDULE 4.5, the execution and delivery of this Agreement by NHP does not, and the performance of its obligations under this Agreement and the consummation of the Transactions by NHP will not, (i) conflict 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 Organizational Documents of NHP, (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for (A) applicable requirements of the Exchange Act, the Securities Act and state securities or "blue sky" laws ("BLUE SKY LAWS"), and (B) the Merger Filing, (iii) subject to the making of the filings and obtaining the approvals identified in clause (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 NHP or modification in a manner adverse to NHP of any 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 NHP Common Stock or any property or asset of NHP or any subsidiary of NHP pursuant to, any Contract of NHP, except, in each case, such 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.
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Samples: Agreement and Plan of Merger (Apartment Investment & Management Co), Agreement and Plan of Merger (Apartment Investment & Management Co)
No Conflict; Required Filings and Consents; Certain Contracts. (a) Except as set forth on SCHEDULE Schedule 4.5, the execution and delivery of this Agreement by NHP does not, and the performance of its obligations under this Agreement and the consummation of the Transactions by NHP will not, (i) conflict 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 Organizational Documents of NHP, (ii) 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 Exchange Act, the Securities Act and state securities or "blue sky" laws ("BLUE SKY LAWSBlue Sky Laws"), and (B) the Merger Filing, (iii) subject to the making of the filings and obtaining the approvals identified in clause (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 NHP or modification in a manner adverse to NHP of any 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 NHP Common Stock or any property or asset of NHP or any subsidiary of NHP pursuant to, any Contract of NHP, except, in each case, such 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.
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No Conflict; Required Filings and Consents; Certain Contracts. (a) Except as set forth on SCHEDULE 4.5, the The execution and delivery of this Agreement by NHP Riverbed does not, and the performance of its obligations under this Agreement and the consummation of the Transactions by NHP Riverbed will not, (i) conflict 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 Organizational Documents of NHPRiverbed or any of its Subsidiaries, (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for (A) applicable requirements of the Exchange ActHart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (as amended, the Securities Act and state securities or "blue sky" laws ("BLUE SKY LAWSHSR Act"), including any rules and regulations promulgated thereunder, (B) the Merger Filing, (C) the Riverbed Stockholder Approval, and (D) such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not result in a Material Adverse 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, orderrule, regulation, ordinance, writ, injunction or decree applicable to NHP Riverbed or any of its Subsidiaries or by which any property or asset of NHP Riverbed or any Subsidiary is bound or affected, which conflict or (iv) conflict with or violation would 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 NHP or modification in a manner adverse to NHP of any 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 NHP Common Stock or any property or asset of NHP or any subsidiary of NHP pursuant to, any Contract of NHP, except, in each case, such 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.Riverbed or
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