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

No Violation; Consents and Approvals. (a) Assuming that all filings required by the HSR Act are duly made and all applicable waiting periods thereunder have expired or have been terminated, the execution and delivery of this Agreement by each of Purchaser and Merger Sub do not, and the performance of this Agreement by each of Purchaser and Merger Sub and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the limited liability company agreement, certificate of incorporation or by-laws or comparable organizational documents, in each case as currently in effect, of Purchaser or Merger Sub, (ii) conflict with, violate or result in a loss of rights or trigger new obligations under any Laws or Orders applicable to Purchaser or Merger Sub or by or to which any of their respective properties or assets is bound or subject, or (iii) result in any material breach of, or constitute a material default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment or otherwise change the existing rights or obligations of Purchaser or Merger Sub under, or result in the creation of a Lien on any of the properties or assets of Purchaser or Merger Sub under, any material note, bond, mortgage, indenture, Contract, agreement, arrangement, commitment, lease, license, permit, franchise or other instrument or obligation to which Purchaser or Merger Sub is a party or by or to which Purchaser or Merger Sub or any of its properties or assets is bound or subject. (b) The execution and delivery of this Agreement by each of Purchaser and Merger Sub do not, and the performance by each of Purchaser and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby, will not, require Purchaser or Merger Sub to obtain any Consents from any Governmental Authority, or any third party, except for (i) applicable requirements of the HSR Act and (ii) the Consents set forth in Section 6.03(b) of the Purchaser Schedule.

No Violation; Consents and Approvals. (a) Assuming that all filings required by Except as disclosed in the HSR Act are duly made and all applicable waiting periods thereunder have expired Disclosure Memorandum with specific reference to this Section, neither the Company nor its Subsidiaries or have been terminated, the execution and delivery of this Agreement by each of Purchaser and Merger Sub do not, and the performance of this Agreement by each of Purchaser and Merger Sub and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the limited liability company agreement, certificate of incorporation or by-laws or comparable organizational documents, in each case as currently in effect, of Purchaser or Merger Sub, (ii) conflict with, violate or result in a loss of rights or trigger new obligations under any Laws or Orders applicable to Purchaser or Merger Sub or by or to which any of their respective properties or assets is are subject to or bound by any provision of: (a) to the Company's knowledge, any law, statute, rule, regulation, ordinance or subjectjudicial or administrative decision; (b) any articles or certificate of incorporation, bylaws, or similar organizational document; (c) any (i) credit or loan agreement, mortgage, deed of trust, note, bond, indenture, license, concession, franchise, permit, trust, custodianship, other restriction, (ii) instrument, lease, obligation, contract or agreement (including, without limitation, any plan, fund or arrangement contemplated by Section 3.11(a)) or (iii) result instruments, obligations, contracts or agreements (including, without limitation, plans, funds or arrangements contemplated by Section 3.11(a)), other than those which do not involve the payment or receipt by the Company or its Subsidiaries of an amount in excess of $250,000, individually or $500,000 in the aggregate; or (d) any material breach ofjudgment, order, writ, injunction or decree; that would impair, prohibit or prevent, or constitute a material default (would be violated or an event that with notice or lapse of time or both would constitute a material default) underbreached by, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment or otherwise change the existing rights or obligations of Purchaser or Merger Sub under, or would result in the creation of any pledges, liens, charges, encumbrances, easements, defects, security interests, claims, options and restrictions of every kind ("Encumbrance") as a Lien on any result of, or under which there would be a material default (with or without notice or lapse of the properties time, or assets both) or right of Purchaser termination, cancellation or Merger Sub under, acceleration of any material noteobligation or the loss of a material benefit as a result of, bondthe execution, mortgage, indenture, Contract, agreement, arrangement, commitment, lease, license, permit, franchise or other instrument or obligation to which Purchaser or Merger Sub is a party or by or to which Purchaser or Merger Sub or any of its properties or assets is bound or subject. (b) The execution delivery and delivery of this Agreement by each of Purchaser and Merger Sub do not, and the performance by each of Purchaser and Merger Sub the Company of this Agreement and the consummation of the transactions contemplated hereby, except where, (i) as of the date hereof such event or occurrence is not reasonably likely to result in losses, liabilities, costs or expenses (including but not limited to attorneys fees and expenses), damage or decline in value to the business, condition or properties of the Company and its Subsidiaries, taken as a whole, or to Parent (collectively, "Losses") in excess of $250,000 individually or $500,000 in the aggregate, or (ii) between the date hereof and the Closing Date would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. Except as disclosed in the Disclosure Memorandum with specific reference to this Section, the merger, consolidation or amalgamation of the Surviving Corporation or any or all of its Subsidiaries with or into Parent or its affiliates or, the transfer of any or all of the assets of the Surviving Corporation or any of its Subsidiaries to Parent or its affiliates will not, require Purchaser with or Merger Sub without the giving of notice or the passage of time or both, conflict with, result in a default, right to obtain accelerate or loss of rights under, or result in the creation of any Consents from Encumbrance, under any Governmental Authorityprovision of any material mortgage, deed of trust, lease, license, or agreement (including any debt instrument) to which the Company, or any third party, except for of its Subsidiaries is a party or by which any of them may be bound or affected. Except as disclosed in the Disclosure Memorandum with specific reference to this Section and other than (i) applicable requirements the filing of the HSR Act and Certificate of Merger as provided in Section 1.1, (ii) the Consents set forth filing with the Securities and Exchange Commission (the "SEC") and Nasdaq of the Proxy Statement (as defined in Section 6.03(b3.21), (iii) such consents, orders, approvals, authorizations, registrations, declarations and filings as may be required under the Investment Canada Act and the Competition Act (Canada) and applicable state securities laws and the securities laws of any foreign country, (iv) such filings as may be required under the Hart-Scott-Rodino Antixxxxx Xxxxxxxxxxxs Act of 1976, as amended (the "HSR Act") and (v) such local consents, orders, approvals, authorizations, registrations, declarations and filings which, if not obtained or made, (x) as of the Purchaser Scheduledate hereof would not reasonably be likely to result in Losses in excess of $250,000 individually or $500,000 in the aggregate, or (y) between the date hereof and the Closing Date would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, and that would not impair, prohibit or prevent the consummation of the transactions contemplated hereby, no consent, order, approval or authorization of, or declaration, notice, registration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity" ), individual, corporation, partnership, trust or unincorporated organization (together with Governmental Entities, each a "Person") is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby.

No Violation; Consents and Approvals. (a) Assuming that all filings required by the HSR Act are duly made and all applicable waiting periods thereunder have expired or have been terminated, Neither the execution and delivery of this Agreement by each of Purchaser and Merger Sub do notSeller, and the performance of this Agreement by each of Purchaser and Merger Sub and nor the consummation of the transactions contemplated hereby will nothereby, do or would after the giving of notice or the lapse of time or both, (ia) violate, conflict with with, result in a breach of, or violate constitute a default under, the limited liability company agreementcertificate of incorporation, certificate of incorporation formation, bylaws, limited liability corporation agreement or by-laws other similar governing documents of Seller, CMI or comparable organizational documentsCEL; (b) violate or conflict with U.S. federal, state or local law or violate or conflict in each case as currently any material respect with any foreign law, statute, regulation or court or administrative order or process; (c) result in effectthe creation of, or give any party the right to create, any Lien upon the CMI Membership Interests or the CEL Shares or any material assets of Purchaser CMI or Merger SubCEL; (d) violate or conflict with in any material respect, (ii) conflict with, violate or result in the loss of any material right with respect to or result in a loss of rights or trigger new obligations under any Laws or Orders applicable to Purchaser or Merger Sub or by or to which any of their respective properties or assets is bound or subject, or (iii) result in any material breach of, or constitute a material default (or an event that with notice or lapse of time or both would constitute a material default) under, or terminate or give any party the right to others terminate, amend, abandon or refuse to perform any right of termination, amendment, acceleration Material Contract to which CMI or cancellation ofCEL is subject or bound; (e) modify in any material respect or accelerate, or require payment give any party thereto the right to modify in any material respect or otherwise change accelerate, the existing time within which, or the terms under which, any party is to perform any duties or obligations or receive any rights or obligations benefits under any agreement or contract affecting the CMI Membership Interest or the CEL Shares; (f) result in any Group Company losing the benefit of Purchaser a Permit held or Merger Sub under, enjoyed by Seller or that Group Company as of the date of this Agreement in any applicable jurisdiction or (g) result in the creation of a Lien on any loss of the properties benefit of any asset of CMI or assets CEL, except for such loss as would not reasonably be expected to be material to the business of Purchaser the Group as currently conducted. All consents, approvals, authorizations and other requirements prescribed by law, rule or Merger Sub under, any material note, bond, mortgage, indenture, Contract, agreement, arrangement, commitment, lease, license, permit, franchise or other instrument or obligation to which Purchaser or Merger Sub is a party or by or to which Purchaser or Merger Sub or any of its properties or assets is bound or subject. (b) The regulation that are necessary for the execution and delivery by Seller of this Agreement by each of Purchaser and Merger Sub do not, and the performance by each of Purchaser and Merger Sub of this Agreement and or the consummation by Seller of the transactions contemplated by this Agreement have been obtained and satisfied, other than as required under the antitrust, trade regulation or competition laws of any jurisdiction or as would not reasonably be expected to have a material adverse effect on the ability of Seller to consummate the transactions contemplated hereby, will not, require Purchaser or Merger Sub to obtain any Consents from any Governmental Authority, or any third party, except for (i) applicable requirements of the HSR Act and (ii) the Consents set forth in Section 6.03(b) of the Purchaser Schedule.

No Violation; Consents and Approvals. (a) Assuming that all filings required by Subject to receiving the HSR Act are duly made consents or waivers referred to on SCHEDULE 6.3(a) of Purchaser's Disclosure Letter and all applicable waiting periods thereunder have expired or have been terminatedthe consents referred to in Section 6.3(b), the execution and delivery by the Purchaser of this Agreement by and each of Purchaser and Merger Sub do not, and the performance of this Agreement by each of Purchaser and Merger Sub Related Document to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not, not (i) conflict with or violate any provision of the limited liability company agreement, certificate organizational documents of incorporation or by-laws or comparable organizational documents, in each case as currently in effect, of Purchaser or Merger Subthe Purchaser, (ii) conflict with, violate or require the consent of a third party under, violate, result in a loss of rights or trigger new obligations under any Laws or Orders applicable to Purchaser or Merger Sub or by or to which any of their respective properties or assets is bound or subject, or (iii) result in any material the breach of, or constitute a material default (or an event that with notice or lapse of time or both would constitute a material default) under, or give rise to others any right of terminationacceleration, amendment, acceleration cancellation or cancellation of, termination of any material right or require payment or otherwise change the existing rights or obligations of Purchaser or Merger Sub under, or result in the creation of a Lien on any obligation of the properties or assets of Purchaser or Merger Sub under, under any material note, bond, mortgage, indenture, Contract, agreement, arrangement, commitment, lease, license, permit, franchise agreement or other instrument or obligation to which the Purchaser or Merger Sub is a party or by or to which Purchaser or Merger Sub the Purchaser, or any of its properties or assets are bound, (iii) violate any Order of any Governmental Entity to which the Purchaser is bound or subject, (iv) subject to the entry of the Confirmation Order, violate any applicable Law, or (v) except as provided for herein, result in the imposition or creation of any Lien upon the Purchased Assets, other than, in the case of clauses (i) through (v), any conflict, violation, breach, default, requirement for consents, rights of acceleration, cancellation, termination or Lien that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Purchaser. (b) The Except as set forth on SCHEDULE 6.3(b) of Purchaser's Disclosure Letter, no Order or permit issued by, or declaration or filing with, or notification to, or waiver from any Governmental Entity is required on the part of the Purchaser in connection with the execution and delivery of this Agreement by and each of Purchaser and Merger Sub do notRelated Document to which it is or will be a party, and or the compliance or performance by each of the Purchaser and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby, will not, require Purchaser or Merger Sub to obtain with any Consents from any Governmental Authority, or any third partyprovision contained therein, except for (i) applicable requirements any such requirements, the failure of which to be obtained or made would not reasonably be expected to have, individually or in the HSR Act and (ii) aggregate, a Material Adverse Effect on the Consents set forth in Section 6.03(b) of the Purchaser SchedulePurchaser.

No Violation; Consents and Approvals. (a) Assuming that all filings required by the HSR Act are duly made and all applicable waiting periods thereunder have expired or have been terminatedExcept as set forth on Schedule 3.4(a), the execution and delivery of this Agreement by each of Purchaser and Merger Sub do not, and the performance of this Agreement by each of Purchaser and Merger Sub such Seller and the consummation of the transactions contemplated hereby do not and will not, : (i) conflict with or violate result in a breach of any provision of the limited liability company agreement, certificate of incorporation or by-laws bylaws or comparable other organizational documents, in each case as currently in effect, documents of Purchaser or Merger Sub, such Seller; (ii) violate, or conflict with, violate or result in a loss breach of rights or trigger new obligations under any Laws or Orders applicable to Purchaser or Merger Sub or by or to which any of their respective properties or assets is bound or subject, or (iii) result in any material breach provisions of, or constitute a material default (or an event that which, with notice or lapse of time or both both, would constitute a material default) under, or give rise to others any a right of termination, amendmentcancellation, modification or acceleration of the performance required by or cancellation of, or require payment or otherwise change the existing rights or obligations of Purchaser or Merger Sub under, or result in the creation a loss of a Lien on any of the properties or assets of Purchaser or Merger Sub benefit under, any material note, bond, mortgage, indenture, Contractdeed of trust, agreement, arrangement, commitment, lease, license, permit, franchise lease contract or other instrument or obligation to agreement by which Purchaser or Merger Sub is a party or by or to which Purchaser or Merger Sub such Seller or any of its properties such Seller's Target Securities are bound (except to the extent such breach, violation or assets default is bound not reasonably likely to materially impair the ability of the Sellers to consummated the transactions contemplated hereby); (iii) constitute a violation of any Order, to which such Seller or subjectany of such Seller's Target Securities are bound; or (iv) result in the creation of any Lien upon any of such Seller's Target Securities. (b) The execution Except for consents and approvals of, or filings with, the Bankruptcy Court without any stay thereof being in force, and as set forth on Schedule 3.4(b), no consent, approval, permit, waiver, authorization, notice or filing is required to be made or obtained in connection with the execution, delivery and performance by such Seller of this Agreement by each of Purchaser and Merger Sub do not, and the performance by each of Purchaser and Merger Sub of this Agreement and or the consummation of the transactions contemplated hereby, will not, require Purchaser or Merger Sub to obtain any Consents from any Governmental Authority, or any third party, except for (i) applicable requirements of the HSR Act and (ii) the Consents set forth in Section 6.03(b) of the Purchaser Schedule.

No Violation; Consents and Approvals. (a) Assuming that all filings required by the HSR Act are duly made and all applicable waiting periods thereunder have expired or have been terminatedExcept as set forth on Schedule 3.4(a), the execution and delivery of this Agreement by each of Purchaser and Merger Sub do not, and the performance of this Agreement by each of Purchaser and Merger Sub such Seller and the consummation of the transactions contemplated hereby do not and will not, : (i) conflict with or violate result in a breach of any provision of the limited liability company agreement, certificate of incorporation or by-laws bylaws or comparable other organizational documents, in each case as currently in effect, documents of Purchaser or Merger Sub, such Seller; (ii) violate, or conflict with, violate or result in a loss breach of rights or trigger new obligations under any Laws or Orders applicable to Purchaser or Merger Sub or by or to which any of their respective properties or assets is bound or subject, or (iii) result in any material breach provisions of, or constitute a material default (or an event that which, with notice or lapse of time or both both, would constitute a material default) under, or give rise to others any a right of termination, amendmentcancellation, modification or acceleration of the performance required by or cancellation of, or require payment or otherwise change the existing rights or obligations of Purchaser or Merger Sub under, or result in the creation a loss of a Lien on any of the properties or assets of Purchaser or Merger Sub benefit under, any material note, bond, mortgage, indenture, Contractdeed of trust, agreement, arrangement, commitment, lease, license, permit, franchise lease contract or other instrument or obligation to agreement by which Purchaser or Merger Sub is a party or by or to which Purchaser or Merger Sub such Seller or any of its properties such Seller's Target Securities are bound (except to the extent such breach, violation or assets default is bound not reasonably likely to materially impair the ability of the Sellers to consummate the transactions contemplated hereby); (iii) constitute a violation of any Order, to which such Seller or subjectany of such Seller's Target Securities are bound; or (iv) result in the creation of any Lien upon any of such Seller's Target Securities. (b) The execution Except for consents and approvals of, or filings with, the Bankruptcy Court without any stay thereof being in force, and as set forth on Schedule 3.4(b), no consent, approval, permit, waiver, authorization, notice or filing is required to be made or obtained in connection with the execution, delivery and performance by such Seller of this Agreement by each of Purchaser and Merger Sub do not, and the performance by each of Purchaser and Merger Sub of this Agreement and or the consummation of the transactions contemplated hereby, will not, require Purchaser or Merger Sub to obtain any Consents from any Governmental Authority, or any third party, except for (i) applicable requirements of the HSR Act and (ii) the Consents set forth in Section 6.03(b) of the Purchaser Schedule.

No Violation; Consents and Approvals. (a) Assuming that all filings required by the HSR Act are duly made and all applicable waiting periods thereunder have expired or have been terminated, Neither the execution and delivery of this Agreement by each of Purchaser and Merger Sub do notSeller, and the performance of this Agreement by each of Purchaser and Merger Sub and nor the consummation of the transactions contemplated hereby will nothereby, do or would after the giving of notice or the lapse of time or both, (i) violate, conflict with with, result in a breach of, or violate constitute a default under, the limited liability company agreementcertificate of incorporation, certificate of incorporation formation, bylaws or by-laws or comparable organizational documents, in each case as currently in effect, other similar governing documents of Purchaser or Merger Sub, Seller; (ii) violate or conflict withwith in any material respect any U.S. federal, state, local or foreign law, statute, regulation or court or administrative order or process; (iii) to Seller's Knowledge, result in the creation of, or give any party the right to create, any Lien upon the Purchased Assets; (iv) violate or conflict with in any material respect, or result in the loss of any material right with respect to or result in a loss of rights or trigger new obligations under any Laws or Orders applicable to Purchaser or Merger Sub or by or to which any of their respective properties or assets is bound or subject, or (iii) result in any material breach of, or constitute a material default (or an event that with notice or lapse of time or both would constitute a material default) under, or terminate or give any party the right to others terminate, amend, abandon or refuse to perform any right of termination, amendment, acceleration Material Contract to which the Purchased Assets are subject or cancellation ofbound; (v) modify in any material respect or accelerate, or require payment give any party thereto the right to modify in any material respect or otherwise change accelerate the existing time within which, or the terms under which, any party is to perform any duties or obligations or receive any rights or obligations of Purchaser benefits under any agreement or Merger Sub under, or contract affecting the Purchased Assets; (vi) result in the creation loss of the benefit of a Lien on any Permit held or enjoyed by Seller as of the properties date of this Agreement in any applicable jurisdiction or assets (vii) result in the loss of Purchaser or Merger Sub underthe benefit of any Purchased Assets, any except for such loss as would not reasonably be expected to be material note, bond, mortgage, indenture, Contract, agreement, arrangement, commitment, lease, license, permit, franchise or other instrument or obligation to which Purchaser or Merger Sub is a party or by or to which Purchaser or Merger Sub or any the Exploitation of its properties or assets is bound or subjectthe Films as currently conducted. (b) The All consents, approvals, authorizations and other requirements prescribed by law, rule or regulation that are necessary for the execution and delivery by Seller of this Agreement by each of Purchaser and Merger Sub do not, and the performance by each of Purchaser and Merger Sub of this Agreement and or the consummation by Seller of the transactions contemplated by this Agreement have been obtained and satisfied, other than as required under the antitrust, trade regulation or competition laws of any jurisdiction or as would not reasonably be expected to have a material adverse effect on the ability of Seller to consummate the transactions contemplated hereby, will not, require Purchaser or Merger Sub to obtain any Consents from any Governmental Authority, or any third party, except for (i) applicable requirements of the HSR Act and (ii) the Consents set forth in Section 6.03(b) of the Purchaser Schedule.

No Violation; Consents and Approvals. (a) Assuming that all filings required by the HSR Act are duly made and all applicable waiting periods thereunder have expired or have been terminated, Neither the execution and delivery by a Seller of this Agreement by each of Purchaser and Merger Sub do not, and or the performance of this Agreement by each of Purchaser and Merger Sub and other documents contemplated hereby to which it is a party nor the consummation of the transactions contemplated hereby will not, or thereby nor compliance by it with any of the provisions hereof or thereof: (ia) conflict with or violate result in a violation of (i) the limited liability company agreement, certificate organizational documents of incorporation a Seller or by-laws or comparable organizational documents, in each case as currently in effect, of Purchaser or Merger Sub, (ii) any judgment, order, writ, injunction, decree, statute, law, ordinance, rule or regulation binding upon a Seller in connection with the Business in any material respect, or (b) except as set forth in Schedule 7(b) hereto, (A) require consent under, violate, conflict with, violate or result in a loss breach of rights or trigger new obligations under any Laws or Orders applicable to Purchaser or Merger Sub or by or to which any of their respective properties or assets is bound or subject, or (iii) result in any material breach the terms of, or constitute a material default (or an event that with notice or lapse of time or both would constitute a material default) under, or give rise to others any right of termination, amendmentmodification, acceleration cancellation or cancellation of, or require payment or otherwise change the existing rights or obligations of Purchaser or Merger Sub underacceleration, or result in the creation or imposition of a Lien any Adverse Claim on any of the properties or assets of Purchaser or Merger Sub Purchased Assets under, any material note, bond, mortgage, indenture, Contractdeed of trust, contract (including without limitation, the contracts constituting Purchased Assets) other than customer contracts, commitment, arrangement, license, agreement, arrangement, commitment, lease, license, permit, franchise lease or other instrument or obligation to which Purchaser or Merger Sub a Seller is a party or by which a Seller may be bound or to which Purchaser or Merger Sub or any of its properties the Purchased Assets may be subject or assets affected, other than which would not constitute Material Adverse Effect, (B) require any Permit with any Governmental Entity, other than which would not constitute a Material Adverse Effect or (C) to the Sellers’ Knowledge, require consent under, violate, conflict with, or result in a breach of any of the terms of, or constitute a default under, or give rise to any right of termination, modification, cancellation or acceleration, or result in the creation or imposition of any Adverse Claim on the Purchased Assets under any customer contract to which a Seller is a party or by which a Seller may be bound or subject. (b) The execution and delivery of this Agreement by each of Purchaser and Merger Sub do not, and the performance by each of Purchaser and Merger Sub of this Agreement and the consummation to which any of the transactions contemplated herebyPurchased Assets may be subject or affected, will not, require Purchaser or Merger Sub to obtain any Consents from any Governmental Authority, or any third party, except for (i) applicable requirements of the HSR Act and (ii) the Consents set forth in Section 6.03(b) of the Purchaser Scheduleother than which would not constitute Material Adverse Effect.

No Violation; Consents and Approvals. (a) Assuming that all filings required by the HSR Act are duly made and all applicable waiting periods thereunder have expired or have been terminated, the The execution and delivery of this Agreement by each of Purchaser and Merger Sub do not, and the performance of this Agreement by each of Purchaser and Merger Sub and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the limited liability company agreement, certificate of incorporation or by-laws or comparable organizational documentsbylaws, in each case as currently in effect, of Purchaser or Merger SubPurchaser, (ii) conflict with, with or violate or result in a loss of rights or trigger new obligations under any material respect any Laws or Orders applicable to Purchaser or Merger Sub or by or to which any of their respective its properties or assets is bound or subject, or (iii) result in any material breach of, or constitute a material default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment or otherwise change the existing rights or obligations of Purchaser or Merger Sub under, or result in the creation of a Lien on any of the properties or assets of Purchaser or Merger Sub under, any material note, bond, mortgage, indenture, Contractcontract, agreement, arrangement, commitment, lease, license, permit, franchise or other instrument or obligation to which Purchaser or Merger Sub is a party or by or to which Purchaser or Merger Sub or any of its properties or assets is bound or subject. . The execution and delivery of each Ancillary Document to which it is party by Purchaser do not, and the performance of such Ancillary Documents by Purchaser and the consummation of the transactions contemplated hereby will not, (bi) conflict with or violate the certificate of incorporation or bylaws, in each case as currently in effect, of Purchaser, (ii) conflict with or violate in any material respect any Laws applicable to Purchaser or by or to which any of its properties or assets is bound or subject, or (iii) result in any material breach of, or constitute a material default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the properties or assets of Purchaser under, any material note, bond, mortgage, indenture, contract, agreement, arrangement, commitment, lease, license, permit, franchise or other instrument or obligation to which Purchaser is a party or by or to which Purchaser or any of its properties or assets is bound or subject. The execution and delivery of this Agreement or any Ancillary Document by each of Purchaser and Merger Sub do not, and the performance by each of Purchaser and Merger Sub of this Agreement or any Ancillary Document and the consummation of the transactions contemplated hereby, hereby and thereby will not, require Purchaser or Merger Sub to obtain any Consents from any Governmental Authority, or any third party. Financial Sufficiency. On and after the Closing Date, except Purchaser shall have such working capital as it deems reasonably necessary in its sole business judgement to operate the Business as a going concern and in accordance with generally acknowledged sound business practices. Nothing in this Section 5.4 shall prohibit Purchaser from terminating any contractual relationship, not renewing any Contract or other agreement, or negotiating modifications or otherwise satisfying any Assumed Liability for (i) applicable requirements an amount less than the entire amount of the HSR Act and (ii) the Consents set forth in Section 6.03(b) of the Purchaser Schedulesuch Assumed Liability.

No Violation; Consents and Approvals. (a) Assuming that all filings required by the HSR Act are duly made and all applicable waiting periods thereunder have expired or have been terminated, the The execution and delivery of this Agreement by each of Purchaser and Merger Sub do the Seller Related Instruments does not, and the performance of this Agreement by each of Purchaser and Merger Sub and the consummation of the transactions contemplated hereby or thereby and compliance with the terms hereof or thereof will not, not (i) violate or be in conflict with or violate (A) any provision of the limited liability company agreement, certificate of incorporation of Seller Parent or Company or by-laws of Seller Parent or comparable organizational Company (or equivalent documents) or (B) any Law applicable to Seller Parent, in each case as currently in effectCompany, of Purchaser the Brokerage Business or Merger Sub, the Brokerage Assets or (ii) conflict in any material respect with, violate or result in a loss of rights or trigger new obligations under any Laws or Orders applicable to Purchaser or Merger Sub or by or to which any of their respective properties or assets is bound or subject, or (iii) result in any material breach of, violation of or constitute a material default (or an event that or condition which, with notice or lapse of time or both both, would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation result in the termination of, or require payment accelerate the performance required by, or otherwise change cause the existing rights acceleration of the maturity of any liability or obligations of Purchaser or Merger Sub underobligation pursuant to, or result in the creation or imposition of a any Lien on any of the properties or assets of Purchaser or Merger Sub under, any material note, bond, mortgage, indenture, Contract, agreement, arrangement, commitment, lease, license, permit, franchise Contract or other instrument or obligation obligation, commitment, undertaking, arrangement or restriction of any kind or character to which Purchaser or Merger Sub Company is a party or by which Company may be bound or affected or to which Purchaser or Merger Sub or any of its properties the Brokerage Assets or assets is bound or the Brokerage Business may be subject. (b) The Except as set forth in Section 4.02(b) of the Seller Disclosure Schedule, and except for compliance with the HSR Act, no consent, approval, order or authorization of, or notice to, or registration, declaration or filing with, any Governmental Entity or any third party is required to be obtained or made by or with respect to Seller Parent or Company in connection with the execution and delivery of this Agreement by each of Purchaser and Merger Sub do not, and or the performance by each of Purchaser and Merger Sub of this Agreement and Seller Related Instruments or the consummation by Seller Parent or Company of the transactions contemplated hereby, will not, require Purchaser hereby or Merger Sub thereby or to obtain any Consents from any Governmental Authority, or any third party, except for enable Buyer after the Brokerage Closing to (i) applicable requirements of conduct the HSR Act and Brokerage Business in substantially the same manner in which it currently is operated by Company, (ii) transfer the Consents set forth Transferred Accounts to Buyer or (iii) continue to service the Transferred Accounts in Section 6.03(b) of the Purchaser Schedulegeographic areas and in a manner consistent with that in which the Transferred Accounts currently are serviced by Company.

No Violation; Consents and Approvals. (a) Assuming that all filings required by the HSR Act are duly made and all applicable waiting periods thereunder have expired or have been terminated, the The execution and delivery of this Agreement by each of Purchaser and Merger Sub do not, and the performance of this Agreement by each of such Purchaser and Merger Sub and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the limited liability company agreement, certificate of incorporation or by-laws or comparable organizational documentsbylaws, in each case as currently in effect, of Purchaser or Merger Subsuch Purchaser, (ii) conflict with, with or violate or result in a loss of rights or trigger new obligations under any material respect any Laws or Orders applicable to such Purchaser or Merger Sub or by or to which any of their respective its properties or assets is bound or subject, or (iii) result in any material breach of, or constitute a material default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment or otherwise change the existing rights or obligations of Purchaser or Merger Sub under, or result in the creation of a Lien on any of the properties or assets of such Purchaser or Merger Sub under, any material note, bond, mortgage, indenture, Contractcontract, agreement, arrangement, commitment, lease, license, permit, franchise or other instrument or obligation to which such Purchaser or Merger Sub is a party or by or to which such Purchaser or Merger Sub or any of its properties or assets is bound or subject. (b) The execution and delivery of each Ancillary Document to which it is party by each Purchaser do not, and the performance of such Ancillary Documents by such Purchaser and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the certificate of incorporation or bylaws, in each case as currently in effect, of such Purchaser, (ii) conflict with or violate in any material respect any Laws applicable to such Purchaser or by or to which any of its properties or assets is bound or subject, or (iii) result in any material breach of, or constitute a material default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any of the properties or assets of such Purchaser under, any material note, bond, mortgage, indenture, contract, agreement, arrangement, commitment, lease, license, permit, franchise or other instrument or obligation to which such Purchaser is a party or by or to which such Purchaser or any of its properties or assets is bound or subject. (c) The execution and delivery of this Agreement or any Ancillary Document by each of Purchaser and Merger Sub Purchasers do not, and the performance by each of Purchaser and Merger Sub Purchasers of this Agreement or any Ancillary Document and the consummation of the transactions contemplated hereby, hereby and thereby will not, require any Purchaser or Merger Sub to obtain any Consents from any Governmental Authority, or any third party, except for (i) applicable requirements of the HSR Act and (ii) the Consents set forth in Section 6.03(b) of the Purchaser Schedule.

No Violation; Consents and Approvals. (a) Assuming that all filings required by Subject to receiving the HSR Act are duly made consents or waivers referred to on SCHEDULE 5.3(a) of the Sellers' Disclosure Letter and all applicable waiting periods thereunder have expired or have been terminatedthe consents referred to in Section 5.3(b), the execution and delivery by Radio Unica and each Seller of this Agreement by and each of Purchaser and Merger Sub do not, and the performance of this Agreement by each of Purchaser and Merger Sub Related Document to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not, not (i) conflict with violate any provision of the organizational documents of Radio Unica or violate the limited liability company agreement, certificate of incorporation or by-laws or comparable organizational documents, in each case as currently in effect, of Purchaser or Merger Subany Seller, (ii) conflict with, violate or require the consent of a third party under, violate, result in the breach of, constitute a loss default under, or give rise to any right of rights acceleration, cancellation or trigger new obligations termination of any right or obligation of Radio Unica or any Seller under any Laws Contract to which Radio Unica or Orders applicable to Purchaser or Merger Sub any Seller is a party or by which Radio Unica or to which any Seller, or any of their respective properties or assets are bound, (iii) violate any Order of any Governmental Entity to which Radio Unica or any Seller is bound or subject, (iv) subject to the entry of the Confirmation Order, violate any applicable Law, or (iiiv) result in any material breach ofexcept as provided for herein, or constitute a material default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment or otherwise change the existing rights or obligations of Purchaser or Merger Sub under, or result in the imposition or creation of any Lien upon the Purchased Assets other than a Lien on any Permitted Lien, other than, in the case of the properties or assets of Purchaser or Merger Sub underclauses (i) through (iv), any material noteconflict, bondviolation, mortgagebreach, indenturedefault, Contractrequirement for consents, agreementrights of acceleration, arrangementcancellation or termination that would not reasonably be expected to have, commitmentindividually or in the aggregate, lease, license, permit, franchise a Material Adverse Effect with respect to Radio Unica or other instrument or obligation to which Purchaser or Merger Sub is a party or by or to which Purchaser or Merger Sub or any of its properties or assets is bound or subjectthe Purchased Assets. (b) The Except as set forth on SCHEDULE 5.3(b) of the Sellers' Disclosure Letter, no Order or permit issued by, or declaration or filing with, or notification to, or waiver from any Governmental Entity is required on the part of Radio Unica or any Seller in connection with the execution and delivery of this Agreement and each Related Document to which it is or will be a party, or the compliance or performance by each Radio Unica or any Seller with any provision contained therein, except for any such requirements, the failure of Purchaser and Merger Sub do notwhich to be obtained or made would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Radio Unica or the Purchased Assets. (c) As of the date of this Agreement, the holders of more than 50% of the Common Stock and the performance holders of at least 66 2/3% of the outstanding indebtedness of Radio Unica evidenced by each of Purchaser the Senior Notes have indicated their approval and Merger Sub endorsement of this Agreement and the consummation transactions contemplated hereunder, and, in the case of the transactions contemplated hereby, will not, require Purchaser or Merger Sub to obtain any Consents from any Governmental Authority, or any third party, except for (i) applicable requirements holders of the HSR Act Senior Notes, letters of confirmation and (ii) support have been provided to the Consents set forth in Section 6.03(b) of the Purchaser SchedulePurchaser.

No Violation; Consents and Approvals. (a) Assuming that all filings required by the HSR Act are duly made and all applicable waiting periods thereunder have expired or have been terminated, the The execution and delivery of this Agreement by each of Purchaser and Merger Sub do the Seller Related Instruments does not, and the performance of this Agreement by each of Purchaser and Merger Sub and the consummation of the transactions contemplated hereby or thereby and compliance with the terms hereof or thereof will not, not (i) violate or be in conflict with (A) any provision of the Organizational Documents of any Seller Entity or violate (B) any Law applicable to any Seller Entity, the limited liability company agreement, certificate of incorporation Asset Management Business or by-laws the Asset Management Assets or comparable organizational documents, in each case as currently in effect, of Purchaser or Merger Sub, (ii) conflict in any material respect with, violate or result in a loss of rights or trigger new obligations under any Laws or Orders applicable to Purchaser or Merger Sub or by or to which any of their respective properties or assets is bound or subject, or (iii) result in any material breach of, violation of or constitute a material default (or an event that or condition which, with notice or lapse of time or both both, would constitute a material default) under, or give to others any right result in the termination of termination, amendment, acceleration or cancellation ofloss of rights and benefits under, or require payment accelerate the performance required by, or otherwise change cause the existing rights acceleration of the maturity of any liability or obligations of Purchaser or Merger Sub underobligation pursuant to, or result in the creation or imposition of a any Lien on any of the properties or assets of Purchaser or Merger Sub under, any material note, bond, mortgage, indenture, Contract, agreement, arrangement, commitment, lease, license, permit, franchise Contract or other instrument or obligation obligation, commitment, undertaking, arrangement or restriction of any kind or character to which Purchaser or Merger Sub any Seller Entity is a party or by which any Seller Entity may be bound or affected or to which Purchaser or Merger Sub or any of its properties the Asset Management Assets or assets is bound or the Asset Management Business may be subject. (b) The Except as set forth in Section 4.04(b) of the Seller Disclosure Schedule, and except for compliance with the HSR Act, no consent, approval, order or authorization of, or notice to, or registration, declaration or filing with, any Governmental Entity or any third party is required to be obtained or made by or with respect to any Seller Entity in connection with the execution and delivery of this Agreement by each of Purchaser and Merger Sub do not, and or the performance by each of Purchaser and Merger Sub of this Agreement and Seller Related Instruments or the consummation by any Seller Entity of the transactions contemplated hereby, will not, require Purchaser hereby or Merger Sub thereby or to obtain any Consents from any Governmental Authority, or any third party, except for enable Buyer after each of the Applicable Closing to (i) applicable requirements of conduct the HSR Act and Asset Management Business, (ii) transfer the Consents set forth Transferred Accounts to Buyer or (iii) continue to service the Transferred Accounts in Section 6.03(b) of the Purchaser Schedulegeographic areas and in a manner consistent with that in which the Transferred Accounts currently are serviced by Company.

No Violation; Consents and Approvals. (a) Assuming Except as set forth in Section 5.3(a) of the Buyer Disclosure Schedule, the execution, delivery and performance of this Agreement by Buyer and, assuming receipt of the Required Buyer Regulatory Approvals, the consummation of the Contemplated Transactions does not and will not violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in termination of, or accelerate the performance required by, or result in a right of consent, termination or acceleration under, or require any offer to purchase or any prepayment of any debt or result in the creation of any Lien upon any of the properties or assets of Buyer under any of the terms, conditions or provisions of (i) the certificate of incorporation or by-laws of Buyer, (ii) any Applicable Law applicable to Buyer or any of its properties or assets, or (iii) any Contract to which Buyer is a party or by which Buyer or any of its properties or assets may be bound or affected, other than, in the case of clauses (ii) and (iii) above, such violations, conflicts, breaches, defaults, terminations, accelerations, offers, prepayments or creations of liens, security interests or encumbrances that all would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect. (b) Except for filings required by with, and receipt of approvals from the HSR Act are duly made Authorities listed on Section 5.3(b) of the Buyer Disclosure Schedule (such filings and all applicable waiting periods thereunder have expired approvals, the “Required Buyer Regulatory Approvals” and, together with the Required Company Regulatory Approvals, the “Required Regulatory Approvals”), no declaration, filing or have been terminatedregistration with, or notice to, or authorization, consent or approval of, any Authority is necessary for the execution and delivery of this Agreement by each the Buyer or the consummation by Buyer of Purchaser and Merger Sub do the Contemplated Transactions, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not prevent Buyer from performing its obligations under this Agreement or would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect and other than such declarations, filings, registrations, notices, authorizations, consents or approvals which are required or become applicable due to the performance of this Agreement by each of Purchaser and Merger Sub and the consummation of the transactions contemplated hereby will not, (i) conflict with nature or violate the limited liability company agreement, certificate of incorporation or by-laws or comparable organizational documents, in each case as currently in effect, of Purchaser or Merger Sub, (ii) conflict with, violate or result in a loss of rights or trigger new obligations under any Laws or Orders applicable to Purchaser or Merger Sub or by or to which any of their respective properties or assets is bound or subject, or (iii) result in any material breach status of, or constitute a material default (actions taken by the Company or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment or otherwise change the existing rights or obligations of Purchaser or Merger Sub under, or result in the creation of a Lien on any of the properties or assets of Purchaser or Merger Sub under, any material note, bond, mortgage, indenture, Contract, agreement, arrangement, commitment, lease, license, permit, franchise or other instrument or obligation to which Purchaser or Merger Sub is a party or by or to which Purchaser or Merger Sub or any of its properties or assets is bound or subjectAffiliates. (b) The execution and delivery of this Agreement by each of Purchaser and Merger Sub do not, and the performance by each of Purchaser and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby, will not, require Purchaser or Merger Sub to obtain any Consents from any Governmental Authority, or any third party, except for (i) applicable requirements of the HSR Act and (ii) the Consents set forth in Section 6.03(b) of the Purchaser Schedule.

No Violation; Consents and Approvals. (a) Assuming that all filings required by the HSR Act are duly made and all applicable waiting periods thereunder have expired or have been terminated, the execution and delivery of this Agreement by each of Purchaser and Merger Sub do not, and the performance of this Agreement by each of Purchaser and Merger Sub and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate the limited liability company agreement, certificate of incorporation or by-laws or comparable organizational documents, in each case as currently in effect, of Purchaser or Merger Sub, (ii) conflict with, violate or result in a loss of rights or trigger new obligations under any Laws or Orders applicable to Purchaser or Merger Sub or by or to which any of their respective properties or assets is bound or subject, or (iii) result in any material breach of, or constitute a material default (or an event that with notice or lapse of time or both would constitute a material default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or require payment or otherwise change the existing rights or obligations of Purchaser or Merger Sub under, or result in the creation of a Lien on any of the properties or assets of Purchaser or Merger Sub under, any material note, bond, mortgage, indenture, Contract, agreement, arrangement, commitment, lease, license, permit, franchise or other instrument or obligation to which Purchaser or Merger Sub is a party or by or to which Purchaser or Merger Sub or any of its properties or assets is bound or subject. (b) The execution and delivery of this Agreement by each of Purchaser LuxCo and Merger Sub do PwCIL does not, and the performance execution and delivery by each of Purchaser LuxCo and Merger Sub PwCIL of this Agreement the Other Transaction Agreements to which it is to be a party and the consummation of the transactions contemplated hereby, hereby and thereby and compliance with the terms hereof and thereof will not, require Purchaser (i) conflict with or Merger Sub to obtain result in any Consents from violation of any Governmental Authorityprovision of the constitutive or organizational documents of LuxCo or PwCIL, as applicable, (ii) conflict with, result in a violation or breach of, or constitute a default, or give rise to any third right of termination, revocation, cancelation or acceleration, under, any loan or credit agreement, note, bond, mortgage, indenture, benefit plan, deed of trust, license, lease, sublease, contract, purchase order, commitment or agreement, written or unwritten (collectively, "Contracts"), to which LuxCo or PwCIL is a party, except for any such conflict, violation, breach, default, loss or right, entitlement or Lien which, individually or in the aggregate, could not reasonably be expected to result in a LuxCo Material Adverse Effect or a PwCIL Material Adverse Effect, respectively or (iiii) conflict with or result in a violation of any judgment, order, decree, writ, injunction, statute, law, ordinance, rule or regulation applicable requirements to LuxCo or PwCIL or to the property or assets of LuxCo or PwCIL, except for any such conflict, violation, loss or Lien which, individually or in the aggregate, could not reasonably be expected to have a LuxCo Material Adverse Effect or a PwCIL Material Adverse Effect, respectively. (b) No consent, approval, license, permit, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to LuxCo or PwCIL in connection with the execution and delivery of the HSR Act and (ii) Transaction Agreements or the Consents set forth in Section 6.03(b) consummation of the Purchaser Scheduletransactions contemplated thereby, other than such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made could not reasonably be expected to have, individually or in the aggregate, a LuxCo Material Adverse Effect or a PwCIL Material Adverse Effect, respectively.