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

No Violations; Consents and Approvals. (a) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) violate any provision of its or any of its subsidiaries' articles or certificate of incorporation or by-laws, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation or acceleration or any right which becomes effective upon the occurrence of a merger, consolidation or change in control or ownership, under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture or other instrument of indebtedness for money borrowed to which the Company or any of its subsidiaries is a party, or by which the Company or any of its subsidiaries or any of their respective properties is bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation or acceleration or any right which becomes effective upon the occurrence of a merger, consolidation or change in control or ownership, under, any of the terms, conditions or provisions of any license, franchise, permit or agreement to which the Company or any of its subsidiaries is a party, or by which the Company or any of its subsidiaries or any of their respective properties is bound, or (iv) violate any statute, rule, regulation, order or decree of any public body or authority by which the Company or any of its subsidiaries or any of their respective properties is bound, excluding from the foregoing clauses (ii), (iii) and (iv) violations, breaches, defaults or rights which either would not individually or in the aggregate have a Company Material Adverse Effect or materially impair the Company's ability to consummate the transactions contemplated hereby or for which the Company has received or, prior to the consummation of the Offer, shall have received appropriate consents or waivers. (b) No filing or registration with, notification to, or authorization, consent or approval of, any governmental entity is required in connection with the execution and delivery of this Agreement by the Company, or the consummation by the Company of the transactions contemplated hereby, except (i) expiration of the waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) in connection, or in compliance, with the provisions of the Exchange Act, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State, (iv) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (v) filing with, and approval of, the New York Stock Exchange, Inc. and the SEC with respect to the delisting and deregistration of the Shares and (vi) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings not obtained or made prior to the consummation of the Offer the failure of which to be obtained or made would not, individually or in the aggregate, have a Company Material Adverse Effect, or materially impair the Company's ability to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

No Violations; Consents and Approvals. (a) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by Parent or the Company Purchaser with any of the provisions hereof will (i) violate any provision of its or any of its subsidiaries' articles or certificate their respective certificates of incorporation or by-laws, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation or acceleration or any right which becomes effective upon the occurrence of a merger, consolidation or change in control or ownership, under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture or other instrument of indebtedness for money borrowed to which Parent or the Company or any of its subsidiaries Purchaser is a party, or by which Parent or the Company or any of its subsidiaries Purchaser or any of their respective properties is bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation or acceleration or any right which becomes effective upon the occurrence of a merger, consolidation or change in control or ownership, under, any of the terms, conditions or provisions of any license, franchise, permit or agreement to which Parent or the Company or any of its subsidiaries Purchaser is a party, or by which Parent or the Company or any of its subsidiaries Purchaser or any of their respective properties is bound, or (iv) violate any statute, rule, regulation, order or decree of any public body or authority by which Parent or the Company Purchaser or any of its subsidiaries or any of their respective properties is bound, excluding from the foregoing clauses (ii), (iii) and (iv) violations, breaches, defaults or rights which which, either would not individually or in the aggregate aggregate, would not have a Company Material Adverse Effect material adverse effect on Parent's or materially impair the CompanyPurchaser's ability to perform their respective obligations pursuant to this Agreement or consummate the transactions contemplated hereby Offer and the Merger (a "Parent Material Adverse Effect") or for which Parent or the Company Purchaser has received or, prior to the consummation of the Offer, shall have received appropriate consents or waivers. (b) No filing or registration with, notification to, or authorization, consent or approval of, any governmental entity is required by Parent or the Purchaser in connection with the execution and delivery of this Agreement by the CompanyAgreement, or the consummation by Parent or the Company Purchaser of the transactions contemplated hereby, except (i) expiration of the waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) in connection, or in compliance, with the provisions of the Exchange Act, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State, (iv) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (v) filing with, and approval of, the New York Stock Exchange, Inc. and the SEC with respect to the delisting and deregistration of the Shares and (vi) such other consents, approvals, orders, authorizations, notifications, approvals, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states [or non-U.S. change-in-control laws or regulations] and (vi) such other consents, orders, authorizations, registrations, declarations and filings not obtained or made prior to the consummation of the Offer Effective Time the failure of which to be obtained or made would not, individually or in the aggregate, have a Company Parent Material Adverse Effect, or materially impair the Company's ability to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

No Violations; Consents and Approvals. (a) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by Hilton or the Company Purchaser with any of the provisions hereof will (i) violate any provision of its their respective Certificates of Incorporation or any of its subsidiaries' articles or certificate of incorporation or by-lawsBylaws, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation or acceleration or any right which becomes effective upon the occurrence of a merger, consolidation or change in control or ownershipcontrol, under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture or other instrument of indebtedness for money borrowed to which the Company Hilton or any of its subsidiaries is a party, or by which the Company Hilton or any of its subsidiaries or any of their respective properties is bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation or acceleration or any right which becomes effective upon the occurrence of a merger, consolidation or change in control or ownershipcontrol, under, any of the terms, conditions or provisions of any license, franchise, permit or agreement (other than those covered by the preceding clause (ii)) to which the Company Hilton or any of its subsidiaries is a party, or by which the Company Hilton or any of its subsidiaries or any of their respective properties is bound, or (iv) violate any statute, rule, regulation, order or decree of any public body or authority by which the Company Hilton or any of its subsidiaries or any of their respective properties is bound, excluding from the foregoing clauses (ii), (iii) and (iv) violations, breaches, defaults or rights which under the laws of any jurisdiction outside the United States or which, either would not individually or in the aggregate aggregate, would not have a Company Hilton Material Adverse Effect or materially impair the CompanyHilton's ability to consummate the transactions contemplated hereby or for which the Company Hilton has received or, prior to the consummation of the Amended Offer, shall have received appropriate consents or waivers. (b) No filing or registration with, notification to, or authorization, consent or approval of, of any governmental entity Governmental Entity is required in connection with the execution and delivery of this Agreement by Hilton or the CompanyPurchaser, or the consummation by Hilton or the Company Purchaser of the transactions contemplated hereby, except (i) expiration of the waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), which waiting period has expired, (ii) in connection, or in compliance, with the provisions of the Exchange Act, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and the Articles of Merger with the Nevada Secretary of State, (iv) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (v) filing with, and approval of, the New York NYSE (or in the case of the CVP Stock, the American Stock Exchange, Inc. Exchange or The Nasdaq National Market) and the SEC with respect to the delisting listing and deregistration registration of the Shares shares of Hilton Common Stock and CVP Stock to be issued pursuant to this Agreement, (vi) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states or non-U.S. changes in control laws or regulations, (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under gaming laws, rules and regulations, and (viviii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings not obtained or made prior to the consummation of the Amended Offer the failure of which to be obtained or made would not, individually or in the aggregate, have a Company Hilton Material Adverse Effect, or materially impair the CompanyHilton's ability to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

No Violations; Consents and Approvals. (a) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) violate any provision of its or any of its subsidiaries' articles or certificate of incorporation or by-laws, (ii) except as set forth in Schedule 5.04(a)(ii), result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation or acceleration or any right which becomes effective upon the occurrence of a merger, consolidation or change in control or ownership, under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture or other instrument of indebtedness for money borrowed to which the Company or any of its subsidiaries is a party, or by which the Company or any of its subsidiaries or any of their respective properties is bound, or (iii) except as set forth in Schedule 5.04(a)(iii), result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation or acceleration or any right (including any right to receive any payment) which becomes effective upon the occurrence of a merger, consolidation or change in control or ownership, under, any of the terms, conditions or provisions of any license, franchise, permit or agreement to which the Company or any of its subsidiaries is a party, or by which the Company or any of its subsidiaries or any of their respective properties is bound, or (iv) violate any statute, rule, regulation, order or decree of any public body or authority by which the Company or any of its subsidiaries or any of their respective properties is bound, excluding from the foregoing clauses (ii), (iii) and (iv) violations, breaches, defaults or rights which under the laws of any jurisdiction outside the United States or which, either would not individually or in the aggregate aggregate, would not have a Company Material Adverse Effect or materially impair the Company's ability to consummate the transactions contemplated hereby or for which the Company has received or, prior to the consummation of the Offer, shall have received appropriate consents or waivers. (b) No filing or registration with, notification to, or authorization, consent or approval of, any governmental entity is required in connection with the execution and delivery of this Agreement by the Company, or the consummation by the Company of the transactions contemplated hereby, except (i) expiration of the waiting period under the HartXxxx-Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) in connection, or in compliance, with the provisions of the Exchange Act, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State, (iv) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (v) filing with, and approval of, the New York Stock ExchangeNational Association of Securities Dealers, Inc. and the SEC with respect to the delisting and deregistration of the Shares Shares, (vi) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states, (vii) compliance with any applicable requirements of any laws or regulations relating to the regulation of monopolies or competition in Germany and (viviii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings not obtained or made prior to the consummation of the Offer the failure of which to be obtained or made would not, individually or in the aggregate, have a Company Material Adverse Effect, or materially impair the Company's ability to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

No Violations; Consents and Approvals. (a) Neither Except as set forth on the ITT Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by the Company ITT with any of the provisions hereof will (i) violate any provision of its Articles of Incorporation or any of its subsidiaries' articles or certificate of incorporation or by-lawsBylaws, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation or acceleration or any right which becomes effective upon the occurrence of a merger, consolidation or change in control or ownershipcontrol, under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture or other instrument of indebtedness for money borrowed to which the Company ITT or any of its subsidiaries is a party, or by which the Company ITT or any of its subsidiaries or any of their respective properties is bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation or acceleration or any right which becomes effective upon the occurrence of a merger, consolidation or change in control or ownershipcontrol, under, any of the terms, conditions or provisions of any license, franchise, permit or agreement (other than those covered by the preceding clause (ii)) to which the Company ITT or any of its subsidiaries is a party, or by which the Company ITT or any of its subsidiaries or any of their respective properties is bound, or (iv) violate any statute, rule, regulation, order or decree of any public body or authority by which the Company ITT or any of its subsidiaries or any of their respective properties is bound, excluding from the foregoing clauses (ii), (iii) and (iv) violations, breaches, defaults or rights which under the laws of any jurisdiction outside the United States or which, either would not individually or in the aggregate aggregate, would not have a Company an ITT Material Adverse Effect or materially impair the CompanyITT's ability to consummate the transactions contemplated hereby or for which the Company ITT has received or, prior to the consummation of the Amended Offer, shall have received appropriate consents or waivers. (b) No filing or registration with, notification to, or authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental entity or other regulatory authority or agency (a "Governmental Entity") is required in connection with the execution and delivery of this Agreement by the CompanyITT, or the consummation by the Company ITT of the transactions contemplated hereby, except (i) expiration of the waiting period under the Hart-Xxxx- Xxxxx-Xxxxxx Xxxitrust Antitrust Improvements Act of 1976, as amended (the "HSR Act"), which waiting period has expired, (ii) in connection, or in compliance, with the provisions of the Exchange Act, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and the Articles of Merger with the Nevada Secretary of State, (iv) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the Merger or the transactions contemplated by this Agreement, (v) filing with, and approval of, the New York Stock Exchange, Inc. NYSE and the SEC with respect to the delisting de-listing and deregistration de-registration of the Shares Shares, (vi) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states or non-U.S. changes in control laws or regulations, (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under gaming laws, rules and regulations, and (viviii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings not obtained or made prior to the consummation of the Amended Offer the failure of which to be obtained or made would not, individually or in the aggregate, have a Company ITT Material Adverse Effect, or materially impair the CompanyITT's ability to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.