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

No Violations; Consents and Approvals. (i) The execution, delivery and performance by the Company of this Agreement, the issuance by the Company of the Preferred Shares, the amendment of the 1998 Warrants and the 1998 Special Warrants and the consummation by the Company of the other transactions contemplated hereby will not (A) result in a violation or breach of the Company Charter or the Company By-laws or (B) result in a violation or breach of (or give rise to any right of termination, amendment, modification, vesting, revocation, cancellation, acceleration, increased payments or any adjustments pursuant to any antidilution provision under), or constitute a default (with or without due notice or lapse of time or both) under, or result in the creation of any lien, charge, encumbrance or security interest of any kind (a "Lien") or any obligation to create any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (1) subject to the governmental filings and other matters referred to in clause (ii) below, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, obligation, instrument, offer, commitment, understanding or other arrangement (each a "Contract") or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets may be bound, or (2) subject to the governmental filings and other matters referred to in clause (ii) below, any judgment, order, decree, statute, law, regulation or rule applicable to the Company or any of its Subsidiaries, except, in the case of clause (B), for violations, breaches, defaults, rights of cancellation, termination, revocation vesting, or acceleration or

No Violations; Consents and Approvals. (i) The None of the execution, delivery and or performance by the Company Company, School, Travel, Technology or Print of this Agreement, the issuance by the Company each Transaction Agreement to which any of the Preferred Shares, the amendment of the 1998 Warrants and the 1998 Special Warrants and them is or will be a party or the consummation by the Company or School, Travel, Technology or Print of the other transactions contemplated hereby will not thereby (A) will result in a violation or breach of the Company Charter or the Company By-laws, the articles of incorporation or by-laws of School, Travel, Technology or Print or the organizational documents of any of the Retained Subsidiaries or (B) will result in a violation or breach of (or give rise to any right of termination, amendment, modification, vesting, revocation, cancellation, acceleration, cancellation or acceleration under or increased payments or any adjustments pursuant to any antidilution provision under), or constitute a default (with or without due notice or lapse of time or both) under, or result in the creation of any lien, charge, encumbrance or security interest of any kind (a "Lien") or any obligation to create any Lien upon any of the properties or assets of the Company or any of its Subsidiaries Retained Companies under, (1) subject to the governmental filings and other matters referred to in clause (ii) below, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, obligation, instrument, offer, commitment, understanding or other arrangement (each a "Contract") or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") to which the Company or any of its Subsidiaries the Retained Companies is a party or by which any of their respective properties or assets may be boundbound (except for the Company's credit facility with Bankers Trust Company in effect on the date hereof), or (2) subject to the governmental filings and other matters referred to in clause (ii) below, any judgment, order, decree, statute, law, regulation or rule applicable to the Company or any of its SubsidiariesRetained Companies, except, in the case of clause (B), for violations, breaches, defaults, rights of cancellation, termination, revocation vesting, or acceleration oror Liens that would not, individually or in the aggregate, have a Material Adverse Effect on the Retained Companies, taken as a whole.

No Violations; Consents and Approvals. (ia) The None of the execution, delivery and or performance by the Company any Holiday Party of this Agreement, the issuance by the Company of the Preferred Shares, the amendment of the 1998 Warrants and the 1998 Special Warrants and each Transaction Document to which it is a party or the consummation by the Company any Holiday Party of the other transactions contemplated hereby thereby will not (A) conflict with, or result in a violation or breach of, or constitute a default (with or without notice or lapse of the Company Charter time or the Company By-laws or (Bboth) result in a violation or breach of (under, or give rise to any right of termination, amendment, modification, vesting, revocation, cancellation, acceleration, increased payments cancellation or acceleration of any adjustments pursuant to any antidilution provision under), material obligation or constitute loss of a default (with or without due notice or lapse of time or both) material benefit under, or result in the creation of any liena Lien (other than a Permitted Lien) upon, charge, encumbrance or security interest of any kind (a "Lien") or any obligation to create any Lien upon any of the properties or assets (including without limitation the Retained Assets) of the Company Retained Companies under (i) the charter or bylaws of the Retained Companies, (ii) subject to obtaining the third-party consents set forth in Schedule 5.03 (the "Retained Companies' Consents"), any loan or credit agreement, note, bond, mortgage, indenture, lease (other than tenant leases), Management Agreement or Joint Venture agreement applicable to any Retained Company, or any of its Subsidiaries undertheir respective properties or assets, (1iii) other agreements, instruments, or any permits, concessions, franchises, licenses, variances, exemptions, orders and approvals of all Governmental Entities applicable to any Retained Company, or any of their respective properties or assets ("Retained Companies' Permits"), or (iv) subject to the governmental filings and other matters referred to in clause (ii) belowSection 5.03(b), any of Law applicable to the terms, conditions Retained Companies or provisions of any note, bond, mortgage, indenture, contract, agreement, obligation, instrument, offer, commitment, understanding or other arrangement (each a "Contract") or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets may be bound(including without limitation the Retained Assets), or (2) subject to the governmental filings and other matters referred to in clause (ii) below, any judgment, order, decree, statute, law, regulation or rule applicable to the Company or any of its Subsidiaries, exceptthan, in the case of clause clauses (Biii) and (iv), for any such conflicts, violations, breaches, defaults, rights of cancellationrights, terminationlosses or Liens that, revocation vestingindividually or in the aggregate, or acceleration orcould not reasonably be expected to have a Retained Companies Material Adverse Effect.

No Violations; Consents and Approvals. (i) The Neither the execution, delivery and or performance by the Company of this Agreement, Agreement or the issuance by the Company of the Preferred Shares, the amendment of the 1998 Warrants and the 1998 Special Warrants and Registration Rights Agreement or the consummation by the Company of the other transactions contemplated hereby will not or thereby (A) will result in a violation or breach of the Company Charter or the Company By-Laws or the charter or by-laws of any of the Company's Subsidiaries or (B) will result in a violation or breach of (or give rise to any right of termination, amendment, modification, vesting, revocation, cancellation, acceleration, cancellation or acceleration under or increased payments or any adjustments pursuant to any antidilution provision under), or constitute a default (with or without due notice or lapse of time or both) under, or result in the creation of any lien, mortgage, charge, encumbrance or security interest of any kind (a "Lien") or any obligation to create any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (1) subject to the governmental filings and other matters referred to in clause (ii) below, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, obligation, instrument, offer, commitment, understanding or other arrangement (each a "Contract") or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets may be bound, or (2) subject to the governmental filings and other matters referred to in clause (ii) below, any judgment, order, decree, statute, law, regulation or rule applicable to the Company or any of its Subsidiaries, except, in the case of clause (B), for violations, breaches, defaults, rights of cancellation, termination, revocation vesting, or acceleration oror Liens that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole.

No Violations; Consents and Approvals. (i) The Neither the execution, delivery and or performance by the Company of this Agreement, the issuance by the Company of the Preferred Shares, the amendment of the 1998 Warrants and the 1998 Special Warrants and Agreement or the consummation by the Company of the other transactions contemplated hereby will not (A) will result in a violation or breach of the Company Charter or the Company By-Laws or the charter or by-laws of any of the Company's Subsidiaries or (B) will result in a violation or breach of (or give rise to any right of termination, amendment, modification, vesting, revocation, cancellation, acceleration, cancellation or acceleration under or increased payments or any adjustments pursuant to any antidilution provision under), or constitute a default (with or without due notice or lapse of time or both) under, or result in the creation of any lien, mortgage, charge, encumbrance or security interest of any kind (a "Lien") or any obligation to create any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (1) subject to the governmental filings and other matters referred to in clause (ii) below, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, obligation, instrument, offer, commitment, understanding or other arrangement (each a "Contract") or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets may be bound, or (2) subject to the governmental filings and other matters referred to in clause (ii) below, any judgment, order, decree, statute, law, regulation or rule applicable to the Company or any of its Subsidiaries, except, except in the case of clause (B), for violations, breaches, defaults, rights of cancellation, termination, revocation vesting, or acceleration oror Liens that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole.

No Violations; Consents and Approvals. (ia) The Neither the execution, delivery and or performance by the Company Investor of this Agreement or the Registration Rights Agreement, the issuance by the Company of the Preferred Shares, the amendment of the 1998 Warrants and the 1998 Special Warrants and the consummation by the Company Investor of the other transactions contemplated hereby or thereby, nor the performance by the Investor of its obligations hereunder or thereunder (i) will not (A) result in a violation or breach of the Company Charter Investor's Certificate of Incorporation or the Company By-laws Bylaws or (Bii) will result in a violation or breach of (or give rise to any right of termination, amendment, modification, vesting, revocation, cancellation, acceleration, cancellation or acceleration under or increased payments or any adjustments pursuant to any antidilution provision under), or constitute a default (with or without due notice or lapse of time or both) under, or result in the creation of any lien, mortgage, charge, encumbrance or security interest of any kind (a "Lien") or any obligation to create any Lien upon any of the properties or assets of the Company or any of its Subsidiaries Investor under, (1A) subject to the governmental filings and other matters referred to in clause (ii) below, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, obligation, instrument, offer, commitment, understanding or other arrangement (each a "Contract") or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") to which the Company or any of its Subsidiaries Investor is a party or by which any of their respective properties or assets may be bound, or (2B) subject to the governmental filings and other matters referred to in clause (iib) below, any judgment, order, decree, statute, law, regulation or rule applicable to the Company or any of its SubsidiariesInvestor, except, in the case of clause (Bii), for violations, breaches, defaults, rights of cancellation, termination, revocation vesting, or acceleration oror Liens that would not, individually or in the aggregate, have a material adverse effect on the Investor's business, properties, operations, financial condition, income or business prospects as presently being conducted. The Investor's investment in the Shares and other obligations of the Investor under this Agreement and the Registration Rights Agreement are permitted by applicable law.

No Violations; Consents and Approvals. (ia) The execution, Neither the execution or delivery and performance by the Company of this Agreement, or the issuance by the Company Granting Subsidiaries of the Preferred SharesTransaction Documents or the Convertible Note to which they are a party, the amendment of the 1998 Warrants and the 1998 Special Warrants and the consummation by the Company and the Granting Subsidiaries of the other transactions contemplated hereby or thereby, nor the performance by the Company and the Granting Subsidiaries of their respective obligations hereunder or thereunder (i) will not (A) result in a violation or breach of the Company Charter or the Company By-laws or the charter and by-laws or such other comparable organizational documents of any of the Company's Subsidiaries or (Bii) will result in a violation or breach of (or give rise to any right of termination, amendment, modification, vesting, revocation, cancellation, acceleration, cancellation or acceleration under or increased payments or any adjustments pursuant to any antidilution provision under), or constitute a default (with or without due notice or lapse of time or both) under, or or, except as contemplated by any Transaction Document, result in the creation of any lien, mortgage, charge, encumbrance or security interest of any kind (a "Lien") or any obligation to create any Lien upon any of the properties or assets of the Company or any of its the Granting Subsidiaries under, (1A) subject to the governmental filings and other matters referred to in clause (ii) below, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, obligation, instrument, offer, commitment, understanding or other arrangement (each a "Contract") or of any license, waiver, right, certification, exemption, order, franchise, permit or concession (each a "Permit") to which the Company or any of its the Subsidiaries is a party or by which any of their respective properties or assets may be bound, or (2B) subject to the governmental filings and other matters referred to in clause (iib) below, any judgment, order, decree, statute, law, regulation or rule applicable to the Company or any of its the Subsidiaries, except, in the case of clause (Bii), for violations, breaches, defaults, rights of cancellation, termination, revocation vestingor acceleration or Liens that would not, individually or in the aggregate, have a material adverse effect on the business, properties, operations, financial condition, income or business prospects of the Company and its Subsidiaries, taken as a whole, as presently being conducted ("Material Adverse Effect"). No third party has any pre-emptive rights, or acceleration orrights of first refusal or first opportunity or similar rights to purchase, or to offer to purchase, all or any part of the Securities. Except as set forth in the disclosure letter simultaneously delivered to the Investor on the Closing Date (the "Disclosure Letter"), no consent, approval, order or authorization of, or registration, declaration or filing with, any government or any court, administrative agency or commission or other governmental authority or agency, federal, state, local or foreign (a "Governmental Entity") (other than filings required by the securities laws or any communication laws of any applicable Governmental Entity, including without limitation the Federal Communication Commission) is required with respect to the Company or any of the Granting Subsidiaries in connection with the execution, delivery or performance by the Company or any of the Granting Subsidiaries, as applicable, of the Transaction Documents or the consummation by the Company or any of the Granting Subsidiaries, as applicable, of the transactions contemplated hereby or thereby.

No Violations; Consents and Approvals. (i) The execution, delivery and performance by the Company of this Agreement, the issuance by the Company of the Preferred Shares, the amendment of the 1998 Warrants and the 1998 Special Warrants and the consummation by the Company of the other transactions contemplated hereby will not (A) result in a violation or breach of the Company Charter or the Company By-laws or (B) result in a violation or breach of (or give rise to any right of termination, amendment, modification, vesting, revocation, cancellation, acceleration, increased payments or any adjustments pursuant to any antidilution provision under), or constitute a default (with or without due notice or lapse of time or both) under, or result in the creation of any lien, charge, encumbrance or security interest of any kind (a "LienLIEN") or any obligation to create any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (1) subject to the governmental filings and other matters referred to in clause (ii) below, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, obligation, instrument, offer, commitment, understanding or other arrangement (each a "ContractCONTRACT") or of any license, waiver, exemption, order, franchise, permit or concession (each a "PermitPERMIT") to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets may be bound, or (2) subject to the governmental filings and other matters referred to in clause (ii) below, any judgment, order, decree, statute, law, regulation or rule applicable to the Company or any of its Subsidiaries, except, in the case of clause (B), for violations, breaches, defaults, rights of cancellation, termination, revocation vesting, or acceleration oror Liens that, individually and in the aggregate, would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole.

No Violations; Consents and Approvals. (i) The None of the execution, delivery and or performance by the Company Company, School, Travel, Technology or Print of this Agreement, the issuance by the Company each Transaction Agreement to which any of the Preferred Shares, the amendment of the 1998 Warrants and the 1998 Special Warrants and them is or will be a party or the consummation by the Company or School, Travel, Technology or Print of the other transactions contemplated hereby will not thereby (A) will result in a violation or breach of the Company Charter or the Company By-laws, the articles of incorporation or by-laws of School, Travel, Technology or Print or the organizational documents of any of the Retained Subsidiaries or (B) will result in a violation or breach of (or give rise to any right of termination, amendment, modification, vesting, revocation, cancellation, acceleration, cancellation or acceleration under or increased payments or any adjustments pursuant to any antidilution provision under), or constitute a default (with or without due notice or lapse of time or both) under, or result in the creation of any lien, charge, encumbrance or security interest of any kind (a "Lien") or any obligation to create any Lien upon any of the properties or assets of the Company or any of its Subsidiaries Retained Companies under, (1) subject to the governmental govern mental filings and other matters referred to in clause (ii) below, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, obligation, instrument, offer, commitment, understanding or other arrangement (each a "Contract") or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") to which the Company or any of its Subsidiaries the Retained Companies is a party or by which any of their respective properties or assets may be boundbound (except for the Company's credit facility with Bankers Trust Company in effect on the date hereof), or (2) subject to the governmental filings and other matters referred to in clause (ii) below, any judgment, order, decree, statute, law, regulation or rule applicable to the Company or any of its SubsidiariesRetained Companies, except, in the case of clause (B), for violations, breaches, defaults, rights of cancellation, termination, revocation vesting, or acceleration oror Liens that would not, individually or in the aggregate, have a Material Adverse Effect on the Retained Companies, taken as a whole.