Common use of No Violations, etc Clause in Contracts

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tions, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 6.5(b) hereof, nei- ther the execution and delivery of this Agreement by TFC, RHI or Xxxxxxxxx nor the consummation of the Merger or other trans- actions contemplated hereby nor compliance by Xxxxxxxxx with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision 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 ter- mination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx or any of their respective subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters or by-laws, (y) except as set forth in Section 6.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation, to which TFC, RHI or Xxxxxxxxx or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI or Xxxxxxxxx or any of their respective subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx Material Adverse Effect or materially impair Xxxxxxxxx'x ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tions, consents Except for the filings of the Certificate of Merger and approvals or waivers thereof have been duly made or obtained the Company Proxy Statement under and as contemplated by Section 6.5(b) hereofthe Exchange Act and the filings required under and in compliance with the HSR Act, nei- ther no filing with, notification to and no permit, authorization, consent or approval of, any public body is necessary on the part of the Company for the consummation by the Company of the Merger, the other transactions contemplated hereby or the exercise by Parent and the Surviving Corporation of full rights to own and operate the business of the Company and its Subsidiary. Neither the execution and delivery of this Agreement by TFC, RHI or Xxxxxxxxx nor the consummation of the Merger or the other trans- actions transactions contemplated hereby nor compliance by Xxxxxxxxx the Company with any of the provisions hereof nor, to the Knowledge of the Company, the exercise by Parent and the Surviving Corporation of full rights to own and operate the business of the Company and its Subsidiary will (i) violatesubject to obtaining the approval of a majority of the outstanding shares of Company Common Stock at the Special Meeting or any adjournment thereof as required by the Delaware Act, conflict with, with or result in a any breach of any provision of, or constitute a default of the Amended and Restated Certificate of Incorporation (or an event which, with notice or lapse of time or both, would constitute a defaultother comparable charter documents) under, or result in the ter- mination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx or any of their respective subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters or by-laws, (y) except as set forth in Section 6.5 laws of the Disclosure StatementCompany or its Subsidiary, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation, to which TFC, RHI or Xxxxxxxxx or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFCthe Company, RHI or Xxxxxxxxx or any of their respective subsidiaries its Subsidiary or any of their respective properties or assetsassets or (iii) result in a violation or breach of, exceptor constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, in cancellation, acceleration, redemption or repurchase) under, any of the case terms, conditions or provisions of any (x) note, bond, mortgage, indenture or deed of trust or (y) license, lease, agreement or other instrument or obligation to which the Company or its Subsidiary is a party or by which either of them or any of their properties or assets may be bound, excluding from the foregoing clauses (i)(zii) and (ii) aboveiii), for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination breaches or acceleration or creations of liens, security interests, charges or encumbrances which would notdefaults that, individually or in the aggregate, would not either have a Xxxxxxxxx Material Adverse Effect prevent or materially impair Xxxxxxxxx'x delay the Company's ability to consummate the Merger or the other transactions contemplated herebyhereby or have a Material Adverse Effect.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 6.5(b3.5(b) hereof, nei- ther except as listed in Section 3.5 of the Disclosure Statement, neither the execution and delivery of this Agreement by TFC, RHI or Xxxxxxxxx Company nor the consummation of the Merger or other trans- actions transactions contemplated hereby or thereby nor compliance by Xxxxxxxxx Company with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision 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 ter- mination termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx Company or any of their respective its subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters or by-lawsbylaws, (y) except as set forth in Section 6.5 3.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation, obligation to which TFC, RHI or Xxxxxxxxx Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI or Xxxxxxxxx Company or any of their respective its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(zi), (z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security securities interests, charges or encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx Company Material Adverse Effect or materially impair Xxxxxxxxx'x Company's ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 6.5(b4.3(b) hereof, nei- ther neither the execution and delivery of this Agreement by TFC, RHI or Xxxxxxxxx Parent and Purchaser nor the consummation of the Offer, the Merger or other trans- actions transactions contemplated hereby nor compliance by Xxxxxxxxx Parent and Purchaser with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision 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 ter- mination termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx or any of their respective subsidiaries Parent and Purchaser under, any of the terms, conditions or provisions of (x) their respective charters or by-laws, bylaws or (y) except as set forth in Section 6.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation, to which TFC, RHI or Xxxxxxxxx or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI Parent or Xxxxxxxxx or any of their respective subsidiaries Purchaser or any of their respective properties or assets, except, in the case of clauses (i)(z) and clause (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx Parent Material Adverse Effect or materially impair Xxxxxxxxx'x ability to consummate the Merger or other transactions contemplated herebyEffect.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 6.5(b6.4(b) hereof, nei- ther neither the execution and delivery of this Agreement by TFC, RHI or Xxxxxxxxx Parent and Newco nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Xxxxxxxxx Parent or Newco with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision 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 ter- mination termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx Parent or any of their respective its subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters certificate or articles of incorporation or organization or by-laws, (y) except as set forth in Section 6.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation, obligation to which TFC, RHI or Xxxxxxxxx Parent or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI or Xxxxxxxxx Parent or any of their respective its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx Parent Material Adverse Effect or materially impair Xxxxxxxxx'x Parent's or Newco's ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filingsThe execution, permits, authoriza- tions, consents delivery and approvals or waivers thereof have been duly made or obtained as contemplated by Section 6.5(b) hereof, nei- ther the execution and delivery performance of this Agreement by TFC, RHI or Xxxxxxxxx nor the Companies do not and the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Xxxxxxxxx will not: (a) contravene any provision of the Certificate of Incorporation or Bylaws of the Companies; (b) assuming the consents referred to in subsection (e) of this Section 3.5 are obtained, violate or conflict in any material respect with any federal, state, local or foreign Law or any Order which is either applicable to, binding upon or enforceable against either of the Companies or any of the Subsidiaries, or the business or any assets of either of the Companies or any of the Subsidiaries; (c) assuming the consents referred to in subsection (e) of this Section 3.5 are obtained, conflict with, result in any breach of any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an any event whichwhich would, with notice or lapse the passage of time or the giving of notice or both, would constitute a default) under, or result in a violation of, result in the ter- mination or suspension of, or accelerate the performance required by, or result in creation of a right of termination termination, amendment, modification, abandonment or accelera- tion underacceleration under any material agreement, including indenture, hypothecation, mortgage, lease, license, loan agreement or other material agreement or instrument which is either binding upon or enforceable against either of the Companies or any of the Subsidiaries; (d) result in the creation of any lien, security interest, charge Lien (other than Permitted Liens) upon the Companies or encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx Subsidiaries or any of their respective subsidiaries under, the assets of either of the Companies or any of the termsSubsidiaries; or (e) require any authorization, conditions consent, approval, exemption or provisions other action by or notice to any Governmental Entity or any other third party, other than (i) in connection with the applicable requirements of (x) their respective charters the HSR Act, and any other similar foreign merger, competition or byanti-lawstrust Laws, (yii) except such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal or state securities Laws and (iii) consents set forth in Section 6.5 3.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or Schedule (z) any license, lease, agreement or other instrument or obligation, which the Companies undertake to which TFC, RHI or Xxxxxxxxx or any such subsidiary is a party or use their commercially reasonable efforts to which they or any of their respective properties or assets may be subject, or (ii) subject obtain prior to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI or Xxxxxxxxx or any of their respective subsidiaries or any of their respective properties or assetsClosing Date), except, in the case of clauses subsections (i)(zb), (c) and (iid) aboveof this Section 3.5, for such violations, conflicts, breaches, defaults, terminations, suspensionsamendments, modifications, abandonments, accelerations, rights of termination authorizations, consents, approvals, exemptions, other actions or acceleration or creations of liens, security interests, charges or encumbrances which would notnotices that, individually or in the aggregate, either would not have a Xxxxxxxxx Material Adverse Effect or materially impair Xxxxxxxxx'x ability to consummate the Merger or other transactions contemplated herebyEffect.

No Violations, etc. (a) Assuming that all filingsNo filing with or notification to, permitsand no permit, authoriza- tionsauthorization, consents and approvals consent or waivers thereof have been duly made approval of any Government Entity is necessary on the part of Geac or obtained as Geac Sub, at or before the Effective Time, for the completion by Geac or Geac Sub of the Merger or the other transactions contemplated by Section 6.5(bthis Agreement, except for: (i) hereofthe filing of the Certificate of Merger as required by the Delaware Law, nei- ther (ii) the filing with the SEC of the Registration Statement and the declaration, by the SEC, of the effectiveness of the Registration Statement, (iii) an application and listing approval from the TSX of the Geac Common Shares to be issued in connection with the Merger, including under Extensity Options assumed under Subsection 3.2(b) and (iv) any filings and observance of one of more waiting periods required under the HSR Act. None of the execution and delivery of this Agreement by TFC, RHI or Xxxxxxxxx nor the consummation completion of the Merger or other trans- actions contemplated hereby nor compliance by Xxxxxxxxx with any of the other transactions contemplated hereby, or compliance with the provisions hereof will hereof, by Geac or Geac Sub, will: (i) violate, conflict with, with or result in a any breach of any provision 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 ter- mination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion under, or result in the creation of any liencharter document of Geac or Geac Sub, security interest, charge or encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx or any of their respective subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters or by-laws, (y) except as set forth in Section 6.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation, to which TFC, RHI or Xxxxxxxxx or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFCGeac or Geac Sub, RHI or Xxxxxxxxx by which any of its properties or assets may be 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 under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Geac or Geac Sub is a party or by which either of them or any of their respective subsidiaries or any of their respective properties or assetsassets may be bound. Schedule 5.3 of the Geac Disclosure Statement lists all consents, except, waivers and approvals required to be obtained in connection with the case completion of clauses (i)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx Material Adverse Effect or materially impair Xxxxxxxxx'x ability to consummate the Merger or and the other transactions contemplated herebyby this Agreement under any of Geac's or Geac Sub's notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations.

No Violations, etc. (a) Assuming that all Other than the filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof that are identified in Section 3.3(b) below and that have been duly made or obtained as contemplated by Section 6.5(b) hereofherein, nei- ther and except as listed in Schedule 3.3 hereto, neither the execution and delivery of this Agreement by TFC, RHI or Xxxxxxxxx Seller nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Xxxxxxxxx Seller with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision 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 ter- mination termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance Encumbrance upon any of the properties or assets of TFC, RHI Seller or Xxxxxxxxx or any of their respective subsidiaries MSSC under, any of the terms, conditions or provisions of (x) their respective charters or by-lawslaws (or other applicable organizational document), (y) except as set forth in Section 6.5 of the Disclosure Statement, any note, bond, mortgage, debenture, indenture or deed of trust, trust or (z) any license, lease, contract, agreement or other instrument or obligation, obligation to which TFC, RHI Seller or Xxxxxxxxx or any such subsidiary MSSC is a party or to which they or any of their respective properties or assets may be subject, ; or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI Seller or Xxxxxxxxx or any of their respective subsidiaries MSSC or any of their respective properties or assets, except, in the case of clauses clause (i)(z) and (iii) above, for any such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination defaults or acceleration other alterations or creations of liens, security interests, charges or encumbrances which would notoccurrences that could not have, individually or in the aggregate, either have a Xxxxxxxxx GAC Material Adverse Effect and would not, in any material respect, prevent or materially impair Xxxxxxxxx'x ability to consummate the Merger delay or other transactions contemplated herebyotherwise prevent Seller from performing its obligations hereunder.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 6.5(b5.5(b) hereof, nei- ther except as set forth in Section 5.5 of the Disclosure Schedule, neither the execution and delivery of this Agreement by TFC, RHI or Xxxxxxxxx the Company nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Xxxxxxxxx the Company with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision 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 ter- mination termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx the Company or any of their respective its subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters certificate or articles of incorporation or organization or by-laws, (y) except as set forth in Section 6.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation, obligation to which TFC, RHI or Xxxxxxxxx the Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI or Xxxxxxxxx the Company or any of their respective its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx Company Material Adverse Effect or materially impair Xxxxxxxxx'x the Company's ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tions------------------- authorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 6.5(b3.5(b) hereof, nei- ther except as listed in Section 3.5 of the Disclosure Statement, neither the execution and delivery of this Agreement by TFC, RHI or Xxxxxxxxx Company nor the consummation of the Merger or other trans- actions transactions contemplated hereby or thereby nor compliance by Xxxxxxxxx Company with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision 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 ter- mination termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx Company or any of their respective its subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters or by-lawsbylaws, (y) except as set forth in Section 6.5 3.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation, obligation to which TFC, RHI or Xxxxxxxxx Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI or Xxxxxxxxx Company or any of their respective its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(zi), (z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security securities interests, charges or encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx Company Material Adverse Effect or materially impair Xxxxxxxxx'x Company's ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 6.5(b) hereof, nei- ther neither the execution and delivery of this Agreement by TFC, RHI or Xxxxxxxxx Acquiror and Merger Sub nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Xxxxxxxxx Acquiror and Merger Sub with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision 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 ter- mination termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx Acquiror and Merger Sub or any of their respective Acquiror's subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters or by-laws, (y) except as set forth in Section 6.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation, to which TFCAcquiror, RHI or Xxxxxxxxx Merger Sub or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFCAcquiror, RHI or Xxxxxxxxx Merger Sub or any of their respective Acquiror's subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(zi), (z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx an Acquiror Material Adverse Effect or materially impair Xxxxxxxxx'x Merger Sub's ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all Other than the filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof that are identified in Schedule 4.6(a) hereto and that have been duly made or obtained as contemplated by Section 6.5(b) hereofherein, nei- ther neither the execution and delivery of this Agreement by TFC, RHI or Xxxxxxxxx Buyer nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Xxxxxxxxx Buyer with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision 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 ter- mination termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance Encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx or any of their respective subsidiaries Buyer under, any of the terms, conditions or provisions of (x) their respective charters its charter or by-lawslaws or the applicable rules of the AMEX, the stock exchange on which the Common Stock is publicly traded, (y) except as set forth in Section 6.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, trust or (z) any license, lease, contract, agreement or other instrument or obligation, to which TFC, RHI or Xxxxxxxxx or any such subsidiary Buyer is a party or to which they it or any of their respective its properties or assets may be subject, ; or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI or Xxxxxxxxx Buyer or any of their respective subsidiaries or any of their respective its properties or assets, except, in the case of clauses (i)(zi) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances Encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx an Buyer Material Adverse Effect or materially impair Xxxxxxxxx'x Buyer's ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filingsthe accuracy of the representations set forth in Article II, permits, authoriza- tions, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 6.5(b) hereof, nei- ther neither the execution and delivery of this Agreement by TFC, RHI or Xxxxxxxxx Delphi nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Xxxxxxxxx Delphi with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an 42 -36- event which, with notice or lapse of time or both, would constitute a default) under, or result in the ter- mination termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lienLien, security interest, charge or encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx Delphi or any of their respective Delphi's subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters or by-laws, (y) except as set forth in Section 6.5 of the Disclosure Statement, any material note, bond, mortgage, indenture or deed of trust, or (z) any material license, lease, agreement or other instrument or obligation, to which TFC, RHI or Xxxxxxxxx Delphi or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI or Xxxxxxxxx Delphi or any of their respective Delphi's subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(y), (i)(z) and clause (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx Delphi Material Adverse Effect or materially impair Xxxxxxxxx'x ability to consummate the Merger or other consummation of the transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 6.5(b7.5(b) hereof, nei- ther neither the execution and delivery of this Agreement by TFC, RHI or Xxxxxxxxx Subsidiary and Xxxxxxxxx nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Xxxxxxxxx Subsidiary and Xxxxxxxxx with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision 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 ter- mination termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx Subsidiary and Xxxxxxxxx or any of their respective subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters or by-laws, (y) except as set forth in Section 6.5 of the Disclosure StatementSchedule 7.5, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation, to which TFC, RHI or Xxxxxxxxx Subsidiary and Xxxxxxxxx or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI or Xxxxxxxxx or any of their respective its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx Material Adverse Effect or materially impair Xxxxxxxxx'x or Xxxxxxxxx Subsidiary's ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 6.5(b) hereof, nei- ther except as listed in Schedule 6.5, neither the execution and delivery of this Agreement by TFC, RHI or Xxxxxxxxx Fasteners nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Xxxxxxxxx Fasteners with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision 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 ter- mination termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx or any of their respective subsidiaries Fasteners under, any of the terms, conditions or provisions of (x) their respective charters its charter or by-laws, (y) except as set forth in Section 6.5 of the Disclosure StatementSchedule 6.5, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation, obligation to which TFC, RHI or Xxxxxxxxx or any such subsidiary Fasteners is a party or to which they it or any of their respective its properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI or Xxxxxxxxx Fasteners or any of their respective subsidiaries or any of their respective its properties or assets, except, in the case of clauses (i)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances en- cumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx Fasteners Material Adverse Effect or materially impair Xxxxxxxxx'x Fasteners' ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 6.5(b5.5(b) hereof, nei- ther except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery of this Agreement or the STFI Agreement by TFC, RHI or Xxxxxxxxx the Company nor the consummation of the Merger or other trans- actions transactions contemplated hereby or thereby nor compliance by Xxxxxxxxx the Company with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision 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 ter- mination termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx the Company or any of their respective its subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters or by-laws, (y) except as set forth in Section 6.5 5.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation, obligation to which TFC, RHI or Xxxxxxxxx the Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI or Xxxxxxxxx the Company or any of their respective its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx Company Material Adverse Effect or materially impair Xxxxxxxxx'x the Company's ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 6.5(b) hereof, nei- ther except as set forth in Section 6.5 of the Disclosure Schedule, neither the execution and delivery of this Agreement by TFC, RHI or Xxxxxxxxx Hain nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Xxxxxxxxx Hain with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision 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 ter- mination termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx Hain or any of their respective its subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters certificate or articles of incorporation or organization or by-laws, (y) except as set forth in Section 6.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation, to which TFC, RHI or Xxxxxxxxx Hain or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI or Xxxxxxxxx Hain or any of their respective its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx Hain Material Adverse Effect or materially impair Xxxxxxxxx'x ability to consummate the consummation of the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 6.5(b5.5(b) hereof, nei- ther except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery of this Agreement by TFC, RHI or Xxxxxxxxx Shared Technologies nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Xxxxxxxxx Shared Technologies with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision 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 ter- mination termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx Shared Technologies or any of their respective its subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters or by-laws, (y) except as set forth in Section 6.5 5.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation, obligation to which TFC, RHI or Xxxxxxxxx Shared Technologies or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI or Xxxxxxxxx Shared Technologies or any of their respective its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx Shared Technologies Material Adverse Effect or materially impair Xxxxxxxxx'x Shared Technologies' ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tions------------------- authorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 6.5(b4.3(b) hereof, nei- ther neither the execution and delivery of this Agreement by TFC, RHI or Xxxxxxxxx Parent and Purchaser nor the consummation of the Offer, the Merger or other trans- actions transactions contemplated hereby nor compliance by Xxxxxxxxx Parent and Purchaser with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision 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 ter- mination termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx or any of their respective subsidiaries Parent and Purchaser under, any of the terms, conditions or provisions of (x) their respective charters or by-laws, bylaws or (y) except as set forth in Section 6.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation, to which TFC, RHI or Xxxxxxxxx or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI Parent or Xxxxxxxxx or any of their respective subsidiaries Purchaser or any of their respective properties or assets, except, in the case of clauses (i)(z) and clause (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx Parent Material Adverse Effect or materially impair Xxxxxxxxx'x ability to consummate the Merger or other transactions contemplated herebyEffect.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 6.5(b) hereof, nei- ther neither the execution and delivery of this Agreement by TFC, RHI or Xxxxxxxxx Acquiror and Merger Sub nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Xxxxxxxxx Acquiror and Merger Sub with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision 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 ter- mination termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx Acquiror and Merger Sub or any of their respective Acquiror's subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters or by-laws, (y) except as set forth in Section 6.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation, to which TFCAcquiror, RHI or Xxxxxxxxx Merger Sub or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFCAcquiror, RHI or Xxxxxxxxx Merger Sub or any of their respective Acquiror's subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx an Acquiror Material Adverse Effect or materially impair Xxxxxxxxx'x Merger Sub's ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 6.5(b) hereof, nei- ther neither the execution and delivery of this Agreement by TFC, RHI or Xxxxxxxxx Fairchild nor the consummation of the Merger or other trans- actions contemplated transactions xxxxxxxxxted hereby nor compliance by Xxxxxxxxx Fairchild with any of the provisions hereof will (i) violate, conflict withconflicx xxxx, or xr result in a breach of any provision 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 ter- mination termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx Fairchild or any of their respective subsidiaries under, any of the termstxx xxxxx, conditions or provisions of (x) their respective charters or by-laws, (y) except as set forth in Section 6.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation, to which TFC, RHI or Xxxxxxxxx Fairchild or any such subsidiary is a party or to which they or any of their ox xxxxx respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI or Xxxxxxxxx Fairchild or any of their respective subsidiaries or any of their respective xxxxxxxxxe properties or assets, except, in the case of clauses (i)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx Fairchild Material Adverse Effect or materially impair Xxxxxxxxx'x ability Fairchild's axxxxxx to consummate the Merger or other transactions contemplated xxxxxxxxxxed hereby.

No Violations, etc. (a) Assuming that all filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 6.5(b5.5(b) hereof, nei- ther except as listed in Section 5.5 of the Disclosure Statement, neither the execution and delivery of this Agreement or the STFI Agreement by TFC, RHI or Xxxxxxxxx the Company nor the consummation of the Merger or other trans- actions transactions contemplated hereby or thereby nor compliance by Xxxxxxxxx the Company with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision 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 ter- mination termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of TFC, RHI or Xxxxxxxxx the Company or any of their respective its subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters or by-laws, (y) except as set forth in Section 6.5 5.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation, obligation to which TFC, RHI or Xxxxxxxxx the Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI or Xxxxxxxxx the Company or any of their respective its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i)(zi), (z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx Company Material Adverse Effect or materially impair Xxxxxxxxx'x the Company's ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Assuming that all Other than the filings, permits, authoriza- tionsauthorizations, consents and approvals or waivers thereof that are identified in Section 6.5(b) and that have been duly made or obtained as contemplated by Section 6.5(b) hereofherein, nei- ther neither the execution and delivery of this Agreement by TFC, RHI or Xxxxxxxxx Acquiror and Merger Sub nor the consummation of the Merger or other trans- actions transactions contemplated hereby nor compliance by Xxxxxxxxx Acquiror and Merger Sub with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision 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 ter- mination termination or suspension of, or accelerate the performance required by, or result in a right of termination or accelera- tion acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of TFC, RHI Acquiror or Xxxxxxxxx or any of their respective subsidiaries Merger Sub under, any of the terms, conditions or provisions of (x) their respective charters or by-laws, (y) except as set forth in Section 6.5 of the Disclosure Statement, any note, bond, mortgage, indenture or deed of trust, trust or (z) any license, lease, contract, agreement or other instrument or obligation, to which TFC, RHI Acquiror or Xxxxxxxxx or any such subsidiary Merger Sub is a party or to which they or any of their respective properties or assets may be subject, ; or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to TFC, RHI Acquiror or Xxxxxxxxx or any of their respective subsidiaries Merger Sub or any of their respective properties or assets, except, in the case of clauses (i)(zi) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Xxxxxxxxx an Acquiror Material Adverse Effect or materially impair Xxxxxxxxx'x Acquiror's or Merger Sub's ability to consummate the Merger or other transactions contemplated hereby.