Common use of No Violation; Governmental Filings Clause in Contracts

No Violation; Governmental Filings. (a) Except as set forth in the Allied Disclosure Schedule, the execution, delivery and performance of this Agreement by Allied and the consummation by Allied of the transactions contemplated hereby will not (i) constitute a breach or violation of or default under the articles of incorporation or the by-laws (or similar organizational documents) of Allied or of any of the Allied Subsidiaries, (ii) violate, conflict with, or result in a breach of any provisions 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 the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the Assets of Allied or of any of the Allied Subsidiaries under, any of the terms, conditions or provisions of any Contract to which Allied or any Allied Subsidiary is a party or to which it or any of its Assets may be subject or (iii) constitute a breach or violation of or default under any Environmental Permit, Law or License to which Allied or any of the Allied Subsidiaries is subject, other than, in the case of clauses (ii) and (iii), for any such breaches, violations, conflicts, terminations, defaults, accelerations or Liens that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. (b) Except for (i) the Governmental Approvals set forth in the Allied Disclosure Schedule, (ii) the submission of this Agreement with and the approval of the Merger by the Iowa Commissioner and the Iowa Attorney General under the Iowa Insurance Law and such other applications, registrations, declarations, filings, authorizations, Orders, consents and approvals as may be required under the Laws of other jurisdictions, (iii) the approval of the Meeting Notice, as contemplated by Section 3.1(b) hereof, (iv) the approval of this Agreement by the Members of Allied, as contemplated by Section 3.1(a) hereof, (v) the filings required under the HSR Act and the expiration or earlier termination of any waiting period applicable to the Merger under such Act, (vi) the filings pursuant to Section 2.3 hereof, (vii) the filing of appropriate documents with and such consents as may be required under the Investment Company Act and the Investment Advisers Act, (viii) any consent or filing that is disclosed in the Allied Disclosure Schedule or that would not otherwise be required to be disclosed pursuant to Section 4.4(a) hereof, (ix) such Consents and Filings as may be required by any applicable state securities or "blue sky" Laws, and (x) such other such Consents or Filings the failure of which to make or obtain would not, individually or in the aggregate, be reasonably likely to prevent or be a material impediment to the consummation of the transactions contemplated hereby or be reasonably likely to have a Material Adverse Effect, no consent, approval, permit, notice, Order or authorization of, or registration, application, declaration or filing with (each a "Consent or Filing") any Person is required with respect to Allied or any Allied Subsidiary in connection with the execution and delivery of this Agreement by Allied and the consummation by Allied of the transactions contemplated hereby.

No Violation; Governmental Filings. (a) Except as set forth in the Allied Disclosure Schedule, the execution, delivery and performance of this Agreement by Allied and the consummation by Allied of the transactions contemplated hereby will not (i) constitute a breach or violation of or default under the articles of incorporation or the by-laws (or similar organizational documents) of Allied or of any of the Allied Subsidiaries, (ii) violate, conflict with, or result in a breach of any provisions 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 the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the Assets of Allied or of any of the Allied Subsidiaries under, under any of the terms, conditions or provisions of any Contract to which Allied or any such Allied Subsidiary is a party or to which it or any of its Assets may be subject or (iii) constitute a breach or violation of or default under any Environmental Permit, Law or License to which Allied or any of the Allied Subsidiaries is subject, other than, in the case of clauses (ii) and (iii), for any such breaches, violations, conflicts, terminations, defaults, accelerations events or Liens other matters that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. (b) Except for (i) the Governmental Approvals set forth in the Allied Disclosure Schedule, (ii) the submission filing of this Agreement with and the approval of the Merger such by the Iowa Commissioner and the Iowa Attorney General under the Iowa Insurance Law and such other applications, registrations, declarations, filings, authorizations, Orders, consents and approvals as may be required under the Laws of other jurisdictionsjurisdictions listed in the Allied Disclosure Schedule, (iii) the approval of the Meeting Notice, as contemplated by Section 3.1(b) hereof, (iv) the approval of this Agreement by the Members of Allied, if required by the Iowa Commissioner, as contemplated by Section 3.1(a) 3.2 hereof, (viv) the filings required under the HSR Act and the expiration or earlier other termination of any waiting period applicable to the Merger under such Actact, (viv) the filings pursuant to Section 2.3 hereof, (viivi) the filing of appropriate documents with and such consents as may be required under the Investment Company Act and the Investment Advisers Advisors Act, (vii) the filing with the SEC of (x) a proxy statement relating to the approval by the shareholders of Allied of the Merger (the "Proxy Statement"), and (y) such reports under the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (viii) the filing of the certificate of merger with the Iowa Secretary of State and appropriate documents with the relevant authorities of other states in which Allied is qualified to do business and (ix) any consent or filing that is disclosed in the Allied Disclosure Schedule or that would not otherwise be required to be disclosed pursuant to Section 4.4(a4.5(a) hereof, (ix) such Consents and Filings as may be required by any applicable state securities or "blue sky" Laws, and (x) such other such Consents or Filings the failure of which to make or obtain would not, individually or in the aggregate, be reasonably likely to prevent or be a material impediment to the consummation of the transactions contemplated hereby or be reasonably likely to have a Material Adverse Effect, no consent, approval, permit, notice, Order or authorization of, or registration, application, declaration or filing with (each a "Consent or Filing") any Person is required with respect to Allied or any Allied Subsidiary in connection with the execution and delivery of this Agreement by Allied and the consummation by Allied of the transactions contemplated hereby, except for such Consents or Filings the failure of which to make or obtain would not, individually or in the aggregate, prevent or be a material impediment to the consummation of the transactions contemplated hereby or have a Material Adverse Effect.

No Violation; Governmental Filings. (a) Except as set forth in the Allied Disclosure Schedule, the execution, delivery and performance of this Agreement by Allied and the consummation by Allied of the transactions contemplated hereby will not (i) constitute a breach or violation of or default under the articles of incorporation or the by-laws (or similar organizational documents) of Allied or of any of the Allied Subsidiaries, (ii) violate, conflict with, or result in a breach of any provisions 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 the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the Assets of Allied or of any of the Allied Subsidiaries under, under any of the terms, conditions or provisions of any Contract to which Allied or any such Allied Subsidiary is a party or to which it or any of its Assets may be subject or (iii) constitute a breach or violation of or default under any Environmental Permit, Law or License to which Allied or any of the Allied Subsidiaries is subject, other 21 26 than, in the case of clauses (ii) and (iii), for any such breaches, violations, conflicts, terminations, defaults, accelerations events or Liens other matters that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. (b) Except for (i) the Governmental Approvals set forth in the Allied Disclosure Schedule, (ii) the submission filing of this Agreement with and the approval of the Merger such by the Iowa Commissioner and the Iowa Attorney General under the Iowa Insurance Law and such other applications, registrations, declarations, filings, authorizations, Orders, consents and approvals as may be required under the Laws of other jurisdictionsjurisdictions listed in the Allied Disclosure Schedule, (iii) the approval of the Meeting Notice, as contemplated by Section 3.1(b) hereof, (iv) the approval of this Agreement by the Members of Allied, if required by the Iowa Commissioner, as contemplated by Section 3.1(a) 3.2 hereof, (viv) the filings required under the HSR Act and the expiration or earlier other termination of any waiting period applicable to the Merger under such Actact, (viv) the filings pursuant to Section 2.3 hereof, (viivi) the filing of appropriate documents with and such consents as may be required under the Investment Company Act and the Investment Advisers Advisors Act, (vii) the filing with the SEC of (x) a proxy statement relating to the approval by the shareholders of Allied of the Merger (the "Proxy Statement"), and (y) such reports under the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (viii) the filing of the certificate of merger with the Iowa Secretary of State and appropriate documents with the relevant authorities of other states in which Allied is qualified to do business and (ix) any consent or filing that is disclosed in the Allied Disclosure Schedule or that would not otherwise be required to be disclosed pursuant to Section 4.4(a4.5(a) hereof, (ix) such Consents and Filings as may be required by any applicable state securities or "blue sky" Laws, and (x) such other such Consents or Filings the failure of which to make or obtain would not, individually or in the aggregate, be reasonably likely to prevent or be a material impediment to the consummation of the transactions contemplated hereby or be reasonably likely to have a Material Adverse Effect, no consent, approval, permit, notice, Order or authorization of, or registration, application, declaration or filing with (each a "Consent or Filing") any Person is required with respect to Allied or any Allied Subsidiary in connection with the execution and delivery of this Agreement by Allied and the consummation by Allied of the transactions contemplated hereby, except for such Consents or Filings the failure of which to make or obtain would not, individually or in the aggregate, prevent or be a material impediment to the consummation of the transactions contemplated hereby or have a Material Adverse Effect.

No Violation; Governmental Filings. (a) Except as set forth in the Allied KFSB Disclosure Schedule, the : (a) The execution, delivery and performance of this Agreement by Allied and the consummation by Allied of the transactions contemplated hereby will not (i) constitute a breach or violation of or default under the articles of incorporation or the byBy-laws (or similar organizational documents) Laws of Allied KFB, KFBS or of any of the Allied SubsidiariesInsurance Subsidiary, (ii) violate, conflict with, or result in a breach of any provisions 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 the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the Acquired Assets of Allied or of any of the Allied Subsidiaries under, under any of the terms, conditions or provisions of any Contract to which Allied KFBS or any Allied the Insurance Subsidiary is a party or to which it or any of its the Acquired Assets may be subject or (iii) constitute a breach or violation of or default under any Environmental Permit, Law Law, Order, or License to which Allied KFBS or any of the Allied Subsidiaries Insurance Subsidiary is subject, other than, in the case of clauses (ii) and (iii), for any such breaches, violations, conflicts, terminations, defaults, accelerations events or Liens other matters that are would not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. (b) Except for (i) the Governmental Approvals set forth in the Allied Disclosure Schedule, (ii) the submission filing of this Agreement with and the approval of the Merger such by the Iowa Commissioner Kansas Insurance Department and the Iowa Attorney General under the Iowa Insurance Law Department, and such other applications, registrations, declarations, filings, authorizations, Orders, consents and approvals as may be required under the Laws of other jurisdictions, (iii) the approval of the Meeting Notice, as contemplated by Section 3.1(b) hereof, (iv) the approval of this Agreement by the Members of Allied, as contemplated by Section 3.1(a) hereof, (vii) the filings required under the HSR Act and the expiration or earlier other termination of any waiting period applicable to the Merger Sale under such Act, (vi) the filings pursuant to Section 2.3 hereof, (vii) the filing of appropriate documents with and such consents as may be required under the Investment Company Act and the Investment Advisers Act, (viii) any consent or filing that is disclosed in the Allied Disclosure Schedule or that would not otherwise be required to be disclosed pursuant to Section 4.4(a) hereof, (ix) such Consents and Filings as may be required by any applicable state securities or "blue sky" Laws, and (x) such other such Consents or Filings the failure of which to make or obtain would not, individually or in the aggregate, be reasonably likely to prevent or be a material impediment to the consummation of the transactions contemplated hereby or be reasonably likely to have a Material Adverse Effectact, no consent, approval, permit, notice, Order or authorization of, or registration, application, declaration or filing with (each a "Consent or FilingCONSENT OR FILING") any Person is required with respect to Allied KFBS or any Allied the Insurance Subsidiary in connection with the execution and delivery of this Agreement by Allied and the consummation by Allied of the transactions contemplated hereby, except for such Consents or Filings the failure of which to make or obtain would not, individually or in the aggregate, prevent or be a material impediment to the consummation of the transactions contemplated hereby or have a Material Adverse Effect.