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

No Violation; Consents and Approvals. The execution and delivery by the Company of this Agreement does not, and the consummation by the Company of any of the transactions contemplated hereby and compliance by the Company with the terms, conditions and provisions hereof (including the offer and sale of the Securities by the Company) will not: (i) after giving effect to the Shareholder Approval, the Amendment and the Reverse Split, conflict with, violate, result (with the giving of notice or passage of time or both) in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the assets or properties of the Company or any Subsidiary under (A) the articles of incorporation or certificate of formation or the by-laws or limited liability company agreement, each as applicable, of the Company or any Subsidiary, (B) any note, instrument, agreement, contract, mortgage, lease, license, franchise, guarantee, permit or other authorization, right, restriction or obligation to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, (C) any Court Order to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, or (D) any Requirements of Law applicable to the Company or any Subsidiary or any of their respective assets or properties; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any Subsidiary of any declaration, filing or registration with, any Person, including under the Securities Act or State Securities Laws, except for the Shareholder Approval, the filing of the Proxy Statement, the filing of an amendment of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a notice of an exempt offering on Form D for the transactions contemplated by this Agreement.

No Violation; Consents and Approvals. The (a) Except as set forth in Section 3.6(a) of the Disclosure Letter, the execution and delivery by the Company Seller and each of its Affiliates of this Agreement does and the Ancillary Agreements to which it is a party do not, and the performance by Seller and its Affiliates of their obligations hereunder and thereunder and compliance with the terms hereof and thereof will not (i) conflict with the Restated Certificate of Incorporation or Amended and Restated Bylaws of Seller or the comparable governing instruments of the Company or any of the Division Entities; (ii) subject to receipt of the Consents and the making of Filings referred to in Section 3.6(b) hereof (which Consents and Filings, to the extent material to the conduct of the Business, Seller shall have received or made prior to Closing) and subject to satisfaction of the condition set forth in Section 7.1(d) hereof) violate or conflict with any Law applicable to Seller, the Company or any of the Division Entities, including any statute, regulation, and rule of any health care authority having jurisdiction over the Division or the Facilities, including such Laws relating to health care fraud and abuse; or (iii) subject to receipt of the Consents and the making of Filings referred to in Section 3.6(b) hereof, result in any violation of or breach or default under, or cause the acceleration of vesting in, or payment of any benefits under, accelerate or increase any liability or obligation under, or give rise to a right of termination or cancellation or result in the creation of any Lien upon any of the properties or assets of the Company or any of the Division Subsidiaries, or, to Seller's Knowledge, any of the Minority Interest Division Entities, under, any Material Contract (as hereinafter defined), Permit (as hereinafter defined), or Contract constituting Intercompany Indebtedness to which Seller, the Company or any of the Division Entities is a party or by or to which Seller, the Company or any of the Division Entities or any of their respective properties or assets is bound or subject, except, in the case of (ii) and (iii) above, for any such conflict, violation, breach, default, right of termination or cancellation which (A) would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or (B) arises from or relates to the legal or regulatory status of Buyer or the nature of Buyer's businesses. (b) Set forth in Section 3.6(b) of the Disclosure Letter is a list of each (i) consent, approval, waiver, license, certification, Permit, order or authorization of (each, a "Consent") and registration, declaration or filing (each, a "Filing") with, any court, administrative agency or commission or other governmental entity, authority or instrumentality, domestic or foreign or any SRO, including the NASD (a "Governmental Entity"), that is material to the conduct of the Business required to be obtained or made by or with respect to Seller or the Division in connection with the execution and delivery of this Agreement or the Ancillary Agreements, or the consummation by the Company of any Seller of the transactions contemplated hereby and compliance by the Company with the termsthereby, conditions and provisions hereof (including the offer and sale of the Securities by the Company) will not: (i) after giving effect to the Shareholder Approval, the Amendment and the Reverse Split, conflict with, violate, result (with the giving of notice or passage of time or both) in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the assets or properties of the Company or any Subsidiary under other than (A) compliance with and Filings under the articles Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of incorporation or certificate of formation or 1976, as amended (the by-laws or limited liability company agreement"HSR Act"), each as applicable, of the Company or any Subsidiary, and (B) any note, instrument, agreement, contract, mortgage, lease, license, franchise, guarantee, permit or other authorization, right, restriction or obligation to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, (C) any Court Order to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, or (D) any Requirements of Law applicable to the Company or any Subsidiary or any of their respective assets or properties; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any Subsidiary of any declaration, filing or registration with, any Person, including compliance with and Filings under the Securities Act or State Securities Laws, except for the Shareholder Approval, the filing of the Proxy Statement, the filing of an amendment of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"); and (ii) Consent of any third party required to be obtained or made by or with respect to Seller or the Division in connection with the execution and delivery of this Agreement or the filing Ancillary Agreements or the consummation by Seller of a notice of an exempt offering on Form D for the transactions contemplated by this Agreementhereby and thereby, other than such Consents, the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

No Violation; Consents and Approvals. The execution and delivery by the Company of this Agreement does not, and the consummation by the Company of any of the transactions contemplated hereby and compliance by the Company with the terms, conditions and provisions hereof (including the offer and sale issuance of the Securities by the CompanyPreferred Stock) will not: (i) after giving effect to the Shareholder Approval, the Amendment Approval and the Reverse Splitamendment to the Articles of Incorporation contemplated thereby, conflict with, violate, result (with the giving of notice or passage of time or both) in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the assets or properties of the Company or any Subsidiary under (A) the articles of incorporation or certificate of formation or the by-laws or limited liability company agreement, each as applicable, of the Company or any Subsidiary, (B) any note, instrument, agreement, contract, mortgage, lease, license, franchise, guarantee, permit or other authorization, right, restriction or obligation to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, (C) any Court Order to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, or (D) any Requirements of Law applicable to the Company or any Subsidiary or any of their respective assets or properties; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any Subsidiary of any declaration, filing or registration with, any Person, Person (including under the Securities Act or State Securities Lawsstate securities laws), except for the Shareholder Approval, the requisite filing of the Proxy StatementStatement of Designations, the filing of an amendment of the Articles of Incorporation to give effect to the AmendmentShareholder Approval, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a notice of an exempt offering on Form D for the transactions contemplated by this Agreement.

No Violation; Consents and Approvals. The execution and delivery by the Company of this Agreement does not, and the consummation by the Company of any of the transactions contemplated hereby and compliance by the Company with the terms, conditions and provisions hereof (including the offer and sale of the Securities by the Company) will not: (i) after giving effect to the Shareholder Approval, the Amendment and the Reverse Split, conflict with, violate, result (with the giving of notice or passage of time or both) in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the assets or properties of the Company or any Subsidiary under (A) the articles memorandum of incorporation association or certificate of formation or the bybye-laws or limited liability company agreement, each as applicable, of the Company or any Subsidiary, (B) any note, instrument, agreement, contract, mortgage, lease, license, franchise, guarantee, permit or other authorization, right, restriction or obligation to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, (C) any Court Order to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, or (D) any Requirements of Law applicable to the Company or any Subsidiary or any of their respective assets or properties; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any Subsidiary of any declaration, filing or registration with, any Person, including under the Securities Act or State Securities Laws, except for the Shareholder Approval, Approval and the filing of the Proxy Information Statement, the filing of an amendment of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a notice of an exempt offering on Form D for the transactions contemplated by this Agreement.

No Violation; Consents and Approvals. The (a) Assuming receipt of those approvals and consents set forth in Section 3.6(b) of the Disclosure Letter, the execution and delivery by the Company WIN of this Agreement does notand by WIN, Holdings and the Division Subsidiaries of such of the Ancillary Agreements to which WIN, Holdings and each such Division Subsidiary is a party do not in any material respect, and the consummation by the Company performance of any of the transactions contemplated hereby their respective obligations hereunder and thereunder and compliance by the Company with the terms, conditions terms hereof and provisions hereof (including the offer and sale of the Securities by the Company) thereof will not: (i) after giving effect to the Shareholder Approval, the Amendment and the Reverse Splitnot in any material respect, conflict with, violate, or result (with the giving in any violation of notice or passage of time or both) in a breach of the terms, conditions or provisions ofdefault under, or constitute give rise to a default, an event right of default or an event creating rights of acceleration, termination or cancellation or a loss of rights undercancellation, or result in the creation or imposition of any Encumbrance Lien upon any of the material properties or assets of WIN, Holdings or properties the Division Subsidiaries under, (i) any provision of the Company or any Subsidiary under (A) the articles certificate of incorporation or certificate bylaws of formation WIN, Holdings or the by-laws or limited liability company agreement, each as applicable, any of the Company Division Subsidiaries, (ii) any material judgment, order or decree, or Law applicable to WIN, Holdings or any Subsidiaryof the Division Subsidiaries, or (Biii) any material note, instrumentbond, agreementindenture, contractReal Property Lease, mortgagepermit, lease, license, franchise, guarantee, permit franchise or other authorizationinstrument or obligation, rightor any Material Contract, restriction or obligation to which the Company WIN, Holdings or any Subsidiary of the Division Subsidiaries is a party or by or to which WIN, Holdings or any of the Division Subsidiaries or any of their respective properties or assets is bound or properties is subject subject, but excluding any contracts, agreements or by which arrangements as are listed in Section 6.2 of the Company Disclosure Letter. (b) Other than those arising under any contracts, agreements or arrangements as are listed in Section 6.2 of the Disclosure Letter, no material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, or any Subsidiary third party, is boundrequired to be obtained or made by or with respect to WIN, (C) Holdings or any Court Order of the Division Subsidiaries in connection with the execution and delivery of this Agreement or such of the Ancillary Agreements to which the Company WIN, Holdings or any each such Division Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is boundparty, or the consummation by WIN, Holdings or each such Division Subsidiary of the transactions contemplated hereby, except: (Di) any Requirements compliance with and filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Law applicable to 1976, as amended (the Company or any Subsidiary or any of their respective assets or properties; or “HSR Act”) and (ii) require the approval, consent, authorization or act of, or the making by the Company or any Subsidiary of any declaration, filing or registration with, any Person, including compliance with and filings under the Securities Act or State Securities Laws, except for the Shareholder Approval, the filing of the Proxy Statement, the filing of an amendment of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a notice of an exempt offering on Form D for the transactions contemplated by this Agreement).

No Violation; Consents and Approvals. The execution and delivery by the Company of this Agreement does not, and the consummation by the Company of any of the transactions contemplated hereby and compliance by the Company with the terms, conditions and provisions hereof (including the offer and sale of the Securities by the Company) will not: (i) after giving effect to the Shareholder Approval, the Amendment and the Reverse Split, conflict with, violate, result (with the giving of notice or passage of time or both) in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the assets or properties of the Company or any Subsidiary under (A) the articles memorandum of incorporation association or certificate of formation or the bybye-laws or limited liability company agreement, each as applicable, of the Company or any Subsidiary, (B) any note, instrument, agreement, contract, mortgage, lease, license, franchise, guarantee, permit or other authorization, right, restriction or obligation to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, (C) any Court Order to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, or (D) any Requirements of Law applicable to the Company or any Subsidiary or any of their respective assets or properties; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any Subsidiary of any declaration, filing or registration with, any Person, including under the Securities Act or State Securities Laws, except for the Shareholder Approval, the filing of the Proxy Statement, the filing of an amendment of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a notice of an exempt offering on Form D for the transactions contemplated by this Agreement.

No Violation; Consents and Approvals. The (a) Except as set forth in Section 3.6(a) of the Disclosure Letter, the execution and delivery by the Company Seller and each of its Affiliates of this Agreement does and the Ancillary Agreements to which it is a party do not, and the performance by Seller and its Affiliates of their obligations hereunder and thereunder and compliance with the terms hereof and thereof will not (i) conflict with the Restated Certificate of Incorporation or Amended and Restated Bylaws of Seller or the comparable governing instruments of the Company or any of the Division Entities; (ii) subject to receipt of the Consents and the making of Filings referred to in Section 3.6(b) hereof (which Consents and Filings, to the extent material to the conduct of the Business, Seller shall have received or made prior to Closing) and subject to satisfaction of the condition set forth in Section 7.1(d) hereof, violate or conflict with any Law applicable to Seller, the Company or any of the Division Entities, including any statute, regulation, and rule of any health care authority having jurisdiction over the Division or the Facilities, including such Laws relating to health care fraud and abuse; or (iii) subject to receipt of the Consents and the making of Filings referred to in Section 3.6(b) hereof, result in any violation of or breach or default under, or cause the acceleration of vesting in, or payment of any benefits under, accelerate or increase any liability or obligation under, or give rise to a right of termination or cancellation or result in the creation of any Lien upon any of the properties or assets of the Company or any of the Division Subsidiaries, or, to Seller's Knowledge, any of the Minority Interest Division Entities, under, any Material Contract, Permit, or Contract constituting Intercompany Indebtedness to which Seller, the Company or any of the Division Entities is a party or by or to which Seller, the Company or any of the Division Entities or any of their respective properties or assets is bound or subject, except, in the case of (ii) and (iii) above, for any such conflict, violation, breach, default, right of termination or cancellation which (A) would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or (B) arises from or relates to the legal or regulatory status of Buyer or the nature of Buyer's businesses. (b) Set forth in Section 3.6(b) of the Disclosure Letter is a list of each (i) consent, approval, waiver, license, certification, Permit, order or authorization of (each, a "Consent") and registration, declaration or filing (each, a "Filing") with, any court, administrative agency or commission or other governmental entity, authority or instrumentality, [Washington DC #361873 v9] 13 domestic or foreign or any SRO, including the NASD (each, a "Governmental Entity"), that is material to the conduct of the Business required to be obtained or made by or with respect to Seller or the Division in connection with the execution and delivery of this Agreement or the Ancillary Agreements, or the consummation by the Company of any Seller of the transactions contemplated hereby and compliance by the Company with the termsthereby, conditions and provisions hereof (including the offer and sale of the Securities by the Company) will not: (i) after giving effect to the Shareholder Approval, the Amendment and the Reverse Split, conflict with, violate, result (with the giving of notice or passage of time or both) in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the assets or properties of the Company or any Subsidiary under other than (A) compliance with and Filings under the articles Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of incorporation or certificate of formation or 1976, as amended (the by-laws or limited liability company agreement"HSR Act"), each as applicable, of the Company or any Subsidiary, and (B) any note, instrument, agreement, contract, mortgage, lease, license, franchise, guarantee, permit or other authorization, right, restriction or obligation to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, (C) any Court Order to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, or (D) any Requirements of Law applicable to the Company or any Subsidiary or any of their respective assets or properties; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any Subsidiary of any declaration, filing or registration with, any Person, including compliance with and Filings under the Securities Act or State Securities Laws, except for the Shareholder Approval, the filing of the Proxy Statement, the filing of an amendment of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"); and (ii) Consent of any third party required to be obtained or made by or with respect to Seller or the Division in connection with the execution and delivery of this Agreement or the filing Ancillary Agreements or the consummation by Seller of a notice of an exempt offering on Form D for the transactions contemplated by this Agreementhereby and thereby, other than such Consents, the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

No Violation; Consents and Approvals. The execution and delivery by the Company of this Agreement does not, and the consummation by the Company of any of the transactions contemplated hereby and compliance by the Company with the terms, conditions and provisions hereof (including the offer and sale of the Securities by the Company) will not: (i) after giving effect to the Shareholder Approval, the Amendment and the Reverse Split, conflict with, violate, result (with the giving of notice or passage of time or both) in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the assets or properties of the Company or any Subsidiary under (A) the articles of incorporation or certificate of formation or the by-laws or limited liability company agreement, each as applicable, of the Company or any Subsidiary, (B) any note, instrument, agreement, contract, mortgage, lease, license, franchise, guarantee, permit or other authorization, right, restriction or obligation to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, (C) any Court Order to which the Company or any Subsidiary is a party or any of their respective assets or properties is subject or by which the Company or any Subsidiary is bound, or (D) any Requirements of Law applicable to the Company or any Subsidiary or any of their respective assets or properties; or (ii) require the approval, consent, authorization or act of, or the making by the Company or any Subsidiary of any declaration, filing or registration with, any Person, including under the Securities Act or State Securities Laws, except for the Shareholder Approval, Approval and the filing of the Proxy Statement, the filing of an amendment of the Articles of Incorporation to give effect to the Amendment, the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a notice of an exempt offering on Form D for the transactions contemplated by this Agreement.