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.

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 with Purchaser with, any of the provisions hereof will (i) violate any provision of its or any of its subsidiaries' their respective articles or certificate 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, 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.

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.

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.

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.