Common use of No Conflicts; Approvals and Consents Clause in Contracts

No Conflicts; Approvals and Consents. (i) Other than the notices, reports, filings, consents, registrations, approvals, permits or authorizations (A) required under the HSR Act, the Securities Act and the Exchange Act; (B) with or to the FCC; (C) with or to those State Commissions set forth in Section 4.2(d)(i)(C) of the TWTC Disclosure Letter; and (D) with or to those state agencies or departments or local governments that have issued telecommunications franchises or any other similar authorizations, no notices, reports or other filings are required to be made by TWTC or Merger Sub with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by TWTC or Merger Sub or any of its subsidiaries from, any domestic or foreign Governmental Authority, in connection with the execution, delivery and performance of this Agreement by TWTC or Merger Sub and the consummation by TWTC and Merger Sub of the Merger and the other transactions contemplated hereby, or in connection with the continuing operation of the business of TWTC and its subsidiaries following the Effective Time, except those that the failure to make or obtain, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on TWTC. (ii) The execution, delivery and performance of this Agreement by TWTC and Merger Sub do not, and the consummation by TWTC and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of TWTC or the comparable governing documents of Merger Sub or any of TWTC’s other subsidiaries; (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of TWTC or Merger Sub or any of its subsidiaries pursuant to any Contract binding upon TWTC or Merger Sub or any of its subsidiaries or any Law or governmental or non-governmental permit or license to which TWTC or Merger Sub or any of its subsidiaries is subject; or (C) any change in the rights or obligations of any party under any Contract binding upon TWTC or Merger Sub or any of its subsidiaries, except in the case of clause (B) and (C) as individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on TWTC or Merger Sub.

No Conflicts; Approvals and Consents. (i) Other than the notices, reports, filings, consents, registrations, declarations, approvals, permits or authorizations (A) required under by the HSR Act, Secretary of the Securities Act and the Exchange ActState of Delaware as contemplated hereby; (B) with or to required under the FCCHart-Scott-Rodino Xxxxxxxxx Xxxxxvements Act of 1976, as amended (the "HSR Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (C) by, with, to or from the Gaming Authorities (as defined in Section 8.03) in New Jersey, Nevada, Missouri and Indiana with or jurisdiction over Aztar's gaming operations under any Gaming Laws (as defined in Section 8.03) applicable to those State Commissions Aztar (collectively, the "Aztar Required Gaming Approvals"), except as set forth in Section 4.2(d)(i)(C3.01(d)(i) of the TWTC Aztar Disclosure Letter; and (D) with or to those state agencies or departments or local governments that have issued telecommunications franchises or any other similar authorizations, no notices, declarations, reports or other filings are required to be made by TWTC or Merger Sub Aztar with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by TWTC or Merger Sub Aztar or any of its subsidiaries from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental authority (each, a "Governmental Authority"), in connection with the execution, delivery and performance of this Agreement by TWTC or Merger Sub Aztar and the consummation by TWTC and Merger Sub Aztar of the Merger and the other transactions contemplated herebycompliance by Aztar with the provisions of this Agreement, or in connection with the continuing operation of the business of TWTC Aztar and its subsidiaries following the Effective Time, except those that the failure to make or obtain, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on TWTCAztar. (ii) The execution, delivery and performance of this Agreement and the Custody and Security Agreement by TWTC and Merger Sub Aztar do not, and the consummation by TWTC and Merger Sub Aztar of the Merger and the other transactions contemplated hereby compliance by Aztar with the provisions of this Agreement and the Custody and Security Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of TWTC Aztar or the comparable governing documents of Merger Sub or any of TWTC’s other its subsidiaries; (B) except as set forth in Section 3.01(d)(ii)(B) of the Aztar Disclosure Letter, with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of TWTC or Merger Sub Aztar or any of its subsidiaries pursuant to any Contract agreement, lease, license, contract, note, mortgage, indenture or other obligation, whether or not in writing (a "Contract"), binding upon TWTC or Merger Sub Aztar or any of its subsidiaries or or, assuming (solely with respect to performance of this Agreement by Aztar and consummation by Aztar of the Merger) compliance with the matters referred to in Section 3.01(d)(i), any Law (as defined in Section 3.01(j)) or governmental or non-governmental permit or license to which TWTC or Merger Sub Aztar or any of its subsidiaries is subject; or (C) any change in the rights or obligations of any party under any Contract binding upon TWTC or Merger Sub Aztar or any of its subsidiariessubsidiaries (including, without limitation, any change in pricing, term, put or call rights, rights of first offer, rights of first refusal, tag-along or drag-along rights or any similar rights or obligations which may be exercised in connection with the Merger and the other transactions contemplated hereby), except in the case of clause (B) and (C) as individually or in the aggregate, aggregate have not had and would not reasonably be expected to have a material adverse effect on TWTC Aztar. (iii) Section 3.01(d)(iii) of the Aztar Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 3.01(m)) of Aztar or Merger Subany of its subsidiaries pursuant to which consents or waivers are required in connection with the performance by Aztar of its obligations hereunder.

No Conflicts; Approvals and Consents. (i) Other than the notices, reports, filings, consents, registrations, declarations, approvals, permits or authorizations (A) required under by the HSR Act, Secretary of the Securities Act and the Exchange ActState of Delaware as contemplated hereby; (B) with or to required under the FCCHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (C) by, with, to or from the Gaming Authorities (as defined in Section 8.03) in New Jersey, Nevada, Missouri and Indiana with or jurisdiction over Aztar’s gaming operations under any Gaming Laws (as defined in Section 8.03) applicable to those State Commissions Aztar (collectively, the “Aztar Required Gaming Approvals”), except as set forth in Section 4.2(d)(i)(C3.01(d)(i) of the TWTC Aztar Disclosure Letter; and (D) with or to those state agencies or departments or local governments that have issued telecommunications franchises or any other similar authorizations, no notices, declarations, reports or other filings are required to be made by TWTC or Merger Sub Aztar with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by TWTC or Merger Sub Aztar or any of its subsidiaries from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental authority (each, a “Governmental Authority”), in connection with the execution, delivery and performance of this Agreement by TWTC or Merger Sub Aztar and the consummation by TWTC and Merger Sub Aztar of the Merger and the other transactions contemplated herebycompliance by Aztar with the provisions of this Agreement, or in connection with the continuing operation of the business of TWTC Aztar and its subsidiaries following the Effective Time, except those that the failure to make or obtain, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on TWTCAztar. (ii) The execution, delivery and performance of this Agreement and the Custody and Security Agreement by TWTC and Merger Sub Aztar do not, and the consummation by TWTC and Merger Sub Aztar of the Merger and the other transactions contemplated hereby compliance by Aztar with the provisions of this Agreement and the Custody and Security Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of TWTC Aztar or the comparable governing documents of Merger Sub or any of TWTC’s other its subsidiaries; (B) except as set forth in Section 3.01(d)(ii)(B) of the Aztar Disclosure Letter, with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of TWTC or Merger Sub Aztar or any of its subsidiaries pursuant to any Contract agreement, lease, license, contract, note, mortgage, indenture or other obligation, whether or not in writing (a “Contract”), binding upon TWTC or Merger Sub Aztar or any of its subsidiaries or or, assuming (solely with respect to performance of this Agreement by Aztar and consummation by Aztar of the Merger) compliance with the matters referred to in Section 3.01(d)(i), any Law (as defined in Section 3.01(j)) or governmental or non-governmental permit or license to which TWTC or Merger Sub Aztar or any of its subsidiaries is subject; or (C) any change in the rights or obligations of any party under any Contract binding upon TWTC or Merger Sub Aztar or any of its subsidiariessubsidiaries (including, without limitation, any change in pricing, term, put or call rights, rights of first offer, rights of first refusal, tag-along or drag-along rights or any similar rights or obligations which may be exercised in connection with the Merger and the other transactions contemplated hereby), except in the case of clause (B) and (C) as individually or in the aggregate, aggregate have not had and would not reasonably be expected to have a material adverse effect on TWTC Aztar. (iii) Section 3.01(d)(iii) of the Aztar Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 3.01(m)) of Aztar or Merger Subany of its subsidiaries pursuant to which consents or waivers are required in connection with the performance by Aztar of its obligations hereunder.

No Conflicts; Approvals and Consents. (i) Other than the notices, reports, filings, consents, registrations, declarations, approvals, permits or authorizations (A) required by the Secretary of the State of Delaware as contemplated hereby; (B) required under the HSR Act, the Securities Act and the Exchange Act; (B) with or to the FCC; and (C) by, with, to or from any Gaming Authority with jurisdiction over Aztar’s or Pinnacle’s gaming operations required under any Gaming Law applicable to Pinnacle, including those State Commissions set forth in Section 4.2(d)(i)(C3.02(e)(i)(C) of the TWTC Pinnacle Disclosure Letter; Letter (collectively, the “Pinnacle Required Gaming Approvals” and (D) together with or to those state agencies or departments or local governments that have issued telecommunications franchises or any other similar authorizationsthe Aztar Required Gaming Approvals, the “Required Gaming Approvals”), no notices, declarations, reports or other filings are required to be made by TWTC or Merger Sub Pinnacle with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by TWTC or Merger Sub Pinnacle or any of its subsidiaries from, any domestic or foreign Governmental Authority, Authority in connection with the execution, delivery and performance of this Agreement by TWTC or Merger Sub Pinnacle and the consummation by TWTC and Merger Sub Pinnacle of the Merger and the other transactions contemplated hereby, including the Financing, or in connection with the continuing operation of the business of TWTC Pinnacle and its subsidiaries following the Effective Time, except those that the failure to make or obtain, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on TWTCPinnacle. (ii) The execution, delivery and performance of this Agreement by TWTC and Merger Sub Pinnacle do not, and the consummation by TWTC and Merger Sub Pinnacle of the Merger and the other transactions contemplated hereby hereby, including the Financing, will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of TWTC Pinnacle or the comparable governing documents of Merger Sub or any of TWTC’s other its subsidiaries; (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of TWTC or Merger Sub Pinnacle or any of its subsidiaries pursuant to any Contract binding upon TWTC or Merger Sub Pinnacle or any of its subsidiaries or or, assuming (solely with respect to performance of this Agreement and consummation by Pinnacle of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 3.02(e)(i), any Law or governmental or non-governmental permit or license to which TWTC or Merger Sub Pinnacle or any of its subsidiaries is subject; or (C) any change in the rights or obligations of any party under any Contract binding upon TWTC or Merger Sub Pinnacle or any of its subsidiariessubsidiaries (including, without limitation, any change in pricing, term, put or call rights, rights of first offer, rights of first refusal, tag-along or drag-along rights or any similar rights or obligations which may be exercised in connection with the Merger and the other transactions contemplated hereby), except in the case of clause (B) and (C) as individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on TWTC or Merger SubPinnacle.

No Conflicts; Approvals and Consents. (i) Other than the notices, reports, filings, consents, registrations, declarations, approvals, permits or authorizations (A) required by the Secretary of the State of Delaware as contemplated hereby; (B) required under the HSR Act, the Securities Act ; and the Exchange Act; (B) with or to the FCC; (C) by, with, to or from any Gaming Authority with jurisdiction over any of Aztar’s, Sussex’s or Columbia’s gaming operations required under any Gaming Law applicable to Sussex or Columbia, including those State Commissions set forth in Section 4.2(d)(i)(C3.02(e)(i)(C) of the TWTC Columbia Disclosure Letter; Letter (collectively, the “Columbia Required Gaming Approvals” and (D) together with or to those state agencies or departments or local governments that have issued telecommunications franchises or any other similar authorizationsthe Aztar Required Gaming Approvals, the “Required Gaming Approvals”), no notices, declarations, reports or other filings are required to be made by TWTC Sussex or Merger Sub Columbia with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by TWTC Sussex or Merger Sub Columbia or any of its their respective subsidiaries from, any domestic or foreign Governmental Authority, Authority in connection with the execution, delivery and performance of this Agreement by TWTC Sussex or Merger Sub Columbia and the consummation by TWTC and Merger Sub Sussex or Columbia of the Merger and the other transactions contemplated hereby, including the Financing, or in connection with the continuing operation of the business of TWTC Sussex and its Columbia and their respective subsidiaries following the Effective Time, except those that the failure to make or obtain, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on TWTCSussex and Columbia, taken as a whole. (ii) The execution, delivery and performance of this Agreement and the Custody and Security Agreement by TWTC each of Sussex and Merger Sub do Columbia does not, and the consummation by TWTC each of Sussex and Merger Sub Columbia of the Merger and the other transactions contemplated hereby and thereby, including the Financing, will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation or incorporation, by-laws or any equivalent organizational documents of TWTC Sussex or Columbia or the comparable governing documents of Merger Sub or any of TWTC’s other their respective subsidiaries; (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of TWTC Sussex or Merger Sub Columbia or any of its their respective subsidiaries pursuant to any Contract binding upon TWTC Sussex or Merger Sub Columbia or any of its their respective subsidiaries or or, assuming (solely with respect to performance of this Agreement and consummation by Sussex and Columbia of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 3.02(e)(i), any Law or governmental or non-governmental permit or license to which TWTC Sussex or Merger Sub Columbia or any of its their respective subsidiaries is subject; or (C) any change in the rights or obligations of any party under any Contract binding upon TWTC Sussex or Merger Sub Columbia or any of its subsidiariestheir respective subsidiaries (including, without limitation, any change in pricing, term, put or call rights, rights of first offer, rights of first refusal, tag-along or drag-along rights or any similar rights or obligations which may be exercised in connection with the Merger and the other transactions contemplated hereby), except in the case of clause (B) and (C) as individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on TWTC or Merger SubSussex and Columbia, taken as a whole.

No Conflicts; Approvals and Consents. (i) Other than the notices, reports, filings, consents, registrations, declarations, approvals, permits or authorizations (A) required by the Secretary of the State of Delaware as contemplated hereby; (B) required under the HSR Act, the Securities Act and the Exchange Act; (B) with or to the FCC; and (C) by, with, to or from any Gaming Authority with jurisdiction over Aztar’s or Pinnacle’s gaming operations required under any Gaming Law applicable to Pinnacle, including those State Commissions set forth in Section 4.2(d)(i)(C3.02(e)(i)(C) of the TWTC Pinnacle Disclosure Letter; Letter (collectively, the “Pinnacle Required Gaming Approvals” and (D) together with or to those state agencies or departments or local governments that have issued telecommunications franchises or any other similar authorizationsthe Aztar Required Gaming Approvals, the “Required Gaming Approvals”), no notices, declarations, reports or other filings are required to be made by TWTC or Merger Sub Aztar with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by TWTC or Merger Sub Pinnacle or any of its subsidiaries from, any domestic or foreign Governmental Authority, Authority in connection with the execution, delivery and performance of this Agreement by TWTC or Merger Sub Pinnacle and the consummation by TWTC and Merger Sub Pinnacle of the Merger and the other transactions contemplated hereby, including the Financing, or in connection with the continuing operation of the business of TWTC Pinnacle and its subsidiaries following the Effective Time, except those that the failure to make or obtain, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on TWTCPinnacle. (ii) The execution, delivery and performance of this Agreement by TWTC and Merger Sub Pinnacle do not, and the consummation by TWTC and Merger Sub Pinnacle of the Merger and the other transactions contemplated hereby hereby, including the Financing, will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of TWTC Pinnacle or the comparable governing documents of Merger Sub or any of TWTC’s other its subsidiaries; (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of TWTC or Merger Sub Pinnacle or any of its subsidiaries pursuant to any Contract binding upon TWTC or Merger Sub Pinnacle or any of its subsidiaries or or, assuming (solely with respect to performance of this Agreement and consummation by Pinnacle of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 3.02(e)(i), any Law or governmental or non-governmental permit or license to which TWTC or Merger Sub Pinnacle or any of its subsidiaries is subject; or (C) any change in the rights or obligations of any party under any Contract binding upon TWTC or Merger Sub Pinnacle or any of its subsidiariessubsidiaries (including, without limitation, any change in pricing, term, put or call rights, rights of first offer, rights of first refusal, tag-along or drag-along rights or any similar rights or obligations which may be exercised in connection with the Merger and the other transactions contemplated hereby), except in the case of clause (B) and (C) as individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on TWTC or Merger SubPinnacle.

No Conflicts; Approvals and Consents. (i) Other than the notices, reports, filings, consents, registrations, declarations, approvals, permits or authorizations (A) required under by the HSR Act, Secretary of the Securities Act and the Exchange ActState of Delaware as contemplated hereby; (B) with or to required under the FCCXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and (C) by, with, to or from the Gaming Authorities (as defined in Section 8.03) in New Jersey, Nevada, Missouri and Indiana with or jurisdiction over Aztar's gaming operations under any Gaming Laws (as defined in Section 8.03) applicable to those State Commissions Aztar (collectively, the "Aztar Required Gaming Approvals"), except as set forth in Section 4.2(d)(i)(C3.01(d)(i) of the TWTC Aztar Disclosure Letter; and (D) with or to those state agencies or departments or local governments that have issued telecommunications franchises or any other similar authorizations, no notices, declarations, reports or other filings are required to be made by TWTC or Merger Sub Aztar with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by TWTC or Merger Sub Aztar or any of its subsidiaries from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental authority (each, a "Governmental Authority"), in connection with the execution, delivery and performance of this Agreement by TWTC or Merger Sub Aztar and the consummation by TWTC and Merger Sub Aztar of the Merger and the other transactions contemplated herebycompliance by Aztar with the provisions of this Agreement, or in connection with the continuing operation of the business of TWTC Aztar and its subsidiaries following the Effective Time, except those that the failure to make or obtain, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on TWTCAztar. (ii) The execution, delivery and performance of this Agreement by TWTC and Merger Sub Aztar do not, and the consummation by TWTC and Merger Sub Aztar of the Merger and the other transactions contemplated hereby compliance by Aztar with the provisions of this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of TWTC Aztar or the comparable governing documents of Merger Sub or any of TWTC’s other its subsidiaries; (B) except as set forth in Section 3.01(d)(ii)(B) of the Aztar Disclosure Letter, with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of TWTC or Merger Sub Aztar or any of its subsidiaries pursuant to any Contract agreement, lease, license, contract, note, mortgage, indenture or other obligation, whether or not in writing (a "Contract"), binding upon TWTC or Merger Sub Aztar or any of its subsidiaries or or, assuming (solely with respect to performance of this Agreement by Aztar and consummation by Aztar of the Merger) compliance with the matters referred to in Section 3.01(d)(i), any Law (as defined in Section 3.01(j)) or governmental or non-governmental permit or license to which TWTC or Merger Sub Aztar or any of its subsidiaries is subject; or (C) any change in the rights or obligations of any party under any Contract binding upon TWTC or Merger Sub Aztar or any of its subsidiariessubsidiaries (including, without limitation, any change in pricing, term, put or call rights, rights of first offer, rights of first refusal, tag-along or drag-along rights or any similar rights or obligations which may be exercised in connection with the Merger and the other transactions contemplated hereby), except in the case of clause (B) and (C) as individually or in the aggregate, aggregate have not had and would not reasonably be expected to have a material adverse effect on TWTC Aztar. (iii) Section 3.01(d)(iii) of the Aztar Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 3.01(m)) of Aztar or Merger Subany of its subsidiaries pursuant to which consents or waivers are required in connection with the performance by Aztar of its obligations hereunder.