Common use of No Violation of Laws or Agreements Clause in Contracts

No Violation of Laws or Agreements. The execution, delivery, and performance by AVE and Marisa Chrixxxxx xx this Agreement and the Transaction Documents to which AVE and Marisa Chrixxxxx xx a party do not, and the consummation by AVE and Marisa Chrixxxxx xx the transactions contemplated hereby and thereby, will not, (a) violate, conflict with or result in the breach of any provision of the Certificate of Incorporation or By-Laws (or similar organizational documents) of AVE or Marisa Chrixxxxx xx (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, require any consent under, or result in or permit the termination, amendment, modification, acceleration, suspensions, revocation or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which AVE or Marisa Chrixxxxx xx 8 a party, or by which the Business or any of the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, amendments, accelerations, suspensions, revocations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or a material adverse effect on the ability of AVE or Marisa Chrixxxxx xx perform its obligations under this Agreement and the other Transaction Documents, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Governmental Entity or any applicable constitutions or Law, to which AVE or Marisa Chrixxxxx xx subject or which is applicable to the Business or any of the Acquired Assets other than those violations, conflicts, breaches or defaults which individually and in the aggregate would not have a Material Adverse Effect or have a material adverse effect on the ability of AVE or Marisa Chrixxxxx xx perform its obligations under this Agreement and the other Transaction Documents.

No Violation of Laws or Agreements. The execution, delivery, and performance by AVE and Marisa Chrixxxxx xx of this Agreement and the Sellers Transaction Documents to which AVE by Wabash and Marisa Chrixxxxx xx a party the Sellers do not, and the consummation by AVE and Marisa Chrixxxxx xx of the transactions contemplated hereby by this Agreement and therebythe Sellers Transaction Documents by Wabash and Sellers, will not, subject to obtaining the consents set forth on Schedule 2.9, (a) violate, conflict with or result in the breach of contravene any provision of the Certificate of Incorporation or By-Laws (Certificate of Formation, Bylaws or similar Partnership Agreement or other organizational documents) or charter documents of AVE Wabash or Marisa Chrixxxxx xx Sellers, as applicable, or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which wouldmight, with the passage of time or the giving of notice notice, or both, constitute a default) under, require any consent under, or result in or permit the termination, amendment, modification, acceleration, suspensions, revocation or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under under, (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit permit, or other agreement or commitment, oral or written, to which AVE Wabash or Marisa Chrixxxxx xx 8 any of Sellers is a party, or by which Wabash or any of Sellers may have rights or by which the Business or any of the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, amendments, accelerations, suspensions, revocations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or a material adverse effect on the ability of AVE or Marisa Chrixxxxx xx perform its obligations under this Agreement and the other Transaction Documents, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Governmental Entity Authority or any applicable constitutions constitution, law, ordinance, rule or Lawregulation, to which AVE or Marisa Chrixxxxx xx subject or which is including any bulk sales laws applicable to Wabash or Sellers, the Business or any the Acquired Assets, except, in the case of the Acquired Assets other than those foregoing clause (b)(i), for such violations, conflicts, breaches breaches, defaults, default events, terminations, modifications, accelerations, cancellations or defaults which Liens that, individually and or in the aggregate would aggregate, could not reasonably be expected to have a Material Adverse Effect or have a material adverse effect on the ability of AVE or Marisa Chrixxxxx xx perform its obligations under this Agreement and the other Transaction DocumentsEffect.

No Violation of Laws or Agreements. The execution, delivery, and performance by AVE and Marisa Chrixxxxx xx of this Agreement and the Transaction Documents to which AVE and Marisa Chrixxxxx xx a party by PEI and/or Seller do not, and the consummation by AVE and Marisa Chrixxxxx xx of the transactions contemplated hereby by this Agreement and therebythe Transaction Documents by PEI and Seller, will not, not (a) violate, conflict with or result in the breach of contravene any provision of the Certificate Restated Articles of Incorporation or By-Laws (Bylaws of PEI or similar organizational documents) of AVE Seller; or Marisa Chrixxxxx xx (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, require any consent under, or result in or permit the termination, amendment, modification, acceleration, suspensions, revocation or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (iI) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which AVE PEI or Marisa Chrixxxxx xx 8 Seller is a party, or by which the Business or any of the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, amendments, accelerations, suspensions, revocations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or a material adverse effect on will be cured, waived or terminated prior to the ability of AVE or Marisa Chrixxxxx xx perform its obligations under this Agreement and the other Transaction DocumentsClosing Date, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Governmental Entity Authority or any applicable constitutions constitution, law, ordinance, rule or Lawregulation, to which AVE Seller or Marisa Chrixxxxx xx PEI is subject or which is applicable to the Business or any of the Acquired Assets other than those violations, conflicts, breaches violations or defaults conflicts which individually and in the aggregate would not have a Material Adverse Effect or have a material adverse effect on the ability of AVE or Marisa Chrixxxxx xx perform its obligations under this Agreement and the other Transaction DocumentsEffect.

No Violation of Laws or Agreements. The execution, delivery, delivery and performance by AVE Purchaser and Marisa Chrixxxxx xx the Members of this Agreement and the Transaction Documents to which AVE Purchaser and Marisa Chrixxxxx xx the Members are a party do not, and the consummation by AVE and Marisa Chrixxxxx xx Purchaser or the Members of the transactions contemplated hereby and thereby, will not, (a) violate, conflict with or result in the breach of any provision of the Certificate of Incorporation or By-Laws (Bylaws of Purchaser or similar organizational documents) of AVE or Marisa Chrixxxxx xx (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, require any consent under, under or result in or permit the termination, amendment, modification, accelerationsuspension, suspensionsrevocation, revocation acceleration or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which AVE Purchaser or Marisa Chrixxxxx xx 8 the Members are a party, or by which the Business or any of the Acquired Assets its assets or properties may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, amendments, accelerationsmodifications, suspensions, revocations, accelerations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or a material adverse effect on the its ability of AVE or Marisa Chrixxxxx xx to perform its obligations under this Agreement and the other Transaction DocumentsDocuments to which it is a party, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Governmental Entity or any applicable constitutions constitution or Lawlaw, to which AVE Purchaser or Marisa Chrixxxxx xx the Members are subject or which is applicable to the Business or any of the Acquired Assets other than those violations, conflicts, breaches or defaults violations and conflicts which individually and in the aggregate would not have a Material Adverse Effect or have a material adverse effect on the its ability of AVE or Marisa Chrixxxxx xx to perform its obligations under this Agreement and the other Transaction DocumentsDocuments to which Purchaser or the Members are a party.

No Violation of Laws or Agreements. The execution, delivery, ---------------------------------- and performance by AVE and Marisa Chrixxxxx xx Seller of this Agreement and the Transaction Documents to which AVE and Marisa Chrixxxxx xx Seller is a party do not, and the consummation by AVE and Marisa Chrixxxxx xx Seller of the transactions contemplated hereby and thereby, will not, (a) violate, conflict with or result in the breach of contravene any provision of the Certificate Restated Articles of Incorporation Incorporation, as amended, or By-Laws (Bylaws, as amended, of Seller or similar organizational documents) of AVE or Marisa Chrixxxxx xx (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, require any consent under, or result in or permit the termination, amendment, modification, acceleration, suspensions, revocation or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets or give to others any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which AVE or Marisa Chrixxxxx xx 8 Seller is a party, or by which the Business or any of the Acquired Assets may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, amendments, accelerations, suspensions, revocations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or a material adverse effect on the ability of AVE or Marisa Chrixxxxx xx perform its obligations under this Agreement and the other Transaction DocumentsEffect, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Governmental Entity or any applicable constitutions or Law, Law to which AVE Seller or Marisa Chrixxxxx xx subject or which is applicable to the Business or any of the Acquired Assets is subject, other than those violations, conflicts, breaches violations or defaults conflicts which individually and in the aggregate would not have a Material Adverse Effect or have a material adverse effect on the ability of AVE or Marisa Chrixxxxx xx perform its obligations under this Agreement and the other Transaction DocumentsEffect.

No Violation of Laws or Agreements. The execution, delivery, and performance by AVE the Company, the LLC, Seller and Marisa Chrixxxxx Clarx xx this Agreement and the Transaction Documents to which AVE and Marisa Chrixxxxx xx each is a party do not, and the consummation by AVE the Company, the LLC, Seller and Marisa Chrixxxxx Clarx xx the transactions contemplated hereby and thereby, will not, (a) violate, conflict with or result in the breach of any provision of the Certificate Articles of Incorporation or By-Laws (of the Company or similar organizational documents) the Articles of AVE Organization or Marisa Chrixxxxx xx Operating Agreement of the LLC or (b) except as set forth on Schedule 3.3, violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, require any consent under, or result in or permit the termination, amendment, modification, acceleration, suspensions, revocation or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Assets assets of either of the Company or the LLC or give to others any interests or rights therein under (i) any indenture, mortgage, loan or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, to which AVE the Company, the LLC, Seller or Marisa Chrixxxxx Clarx xx 8 a party, or by which the Business or any of the Acquired Assets may Company, the LLC, Seller or Clarx xxx be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, amendments, accelerations, suspensions, revocations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or a material adverse effect on the ability of AVE or Marisa Chrixxxxx xx perform its obligations under this Agreement and the other Transaction DocumentsEffect, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or Governmental Entity or any applicable constitutions constitution, or Law, to which AVE the Company, the LLC, Seller or Marisa Chrixxxxx Clarx xx subject or which is applicable to the Business or any of the Acquired Assets other than those violations, conflicts, breaches or defaults which individually and in the aggregate would not have a Material Adverse Effect or have a material adverse effect on the ability of AVE or Marisa Chrixxxxx xx perform its obligations under this Agreement and the other Transaction Documentssubject.

No Violation of Laws or Agreements. The execution, delivery, and performance by AVE and Marisa Chrixxxxx xx each of the MTVN Entities of this Agreement and the Transaction Documents Operative Agreements to which AVE and Marisa Chrixxxxx xx each is a party do not, and the consummation by AVE and Marisa Chrixxxxx xx each of the MTVN Entities of the transactions contemplated hereby and thereby, thereby do not and will not, not (a) violate, conflict with or result in the breach of any provision of the Certificate certificate of Incorporation incorporation, by-laws, certificate of formation or By-Laws operating agreement (or similar organizational documentsdocuments with different names) of AVE the applicable MTVN Entity, or Marisa Chrixxxxx xx (b) except as set forth on Schedule 3.34.3(b), violate, conflict with, result in a breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or both, constitute a default) under, require any consent under, or notice to, or filings with or result in or permit the termination, amendment, modification, acceleration, suspensionssuspension, revocation or cancellation of, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the Acquired Imagine Assets, the VLLC Assets or the Domain Names or give to others any interests or rights therein under (i) any indentureMTVN Permit, mortgageany MTVN Benefit Plan, loan any Outstanding License of an MTVN Entity or credit agreement, license, instrument, lease, contract, plan, permit or other agreement or commitment, oral or written, any Contract to which AVE or Marisa Chrixxxxx xx 8 any of the MTVN Entities is a party, or by which the Business or any of the Acquired Imagine Assets, the VLLC Assets or the Domain Names may be bound or affected, except for such violations, conflicts, breaches, terminations, modifications, amendments, accelerations, suspensions, revocations, cancellations, Liens, interests or rights which, individually and in the aggregate, do not have a Material Adverse Effect or a material adverse effect on the ability of AVE or Marisa Chrixxxxx xx perform its obligations under this Agreement and the other Transaction Documents, or (ii) any judgment, injunction, writ, award, decree, restriction, ruling, or order of any court, arbitrator or other Governmental Entity or any applicable constitutions constitution, or Law, to which AVE or Marisa Chrixxxxx xx any of the MTVN Entities is subject or which is applicable to the Business or any of the Acquired Imagine Assets, the VLLC Assets other than those violationsor the Domain Names, conflictsexcept in any case under this clause (b) as would not, breaches individually or defaults which individually and in the aggregate would not have a Material Adverse Effect or aggregate, have a material adverse effect on (y) the Imagine Assets, the VLLC Assets or the Domain Names, taken as a whole, or (z) the ability of AVE or Marisa Chrixxxxx xx any of the MTVN Entities to perform its their obligations under this Agreement and the other Transaction DocumentsOperative Agreements to which they are a party.