Common use of Non-Contravention; Approvals and Consents Clause in Contracts

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by MDI and Merger Sub do not, and the performance by MDI and Merger Sub of their obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of MDI, Merger Sub or any Subsidiaries of MDI under any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of MDI, Merger Sub or any Subsidiaries of MDI, or (ii) (x) any statute, law, rule, regulation or ordinance (together, “laws”), or any judgment, decree, order, writ, permit or license (together, “orders”), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a “Governmental or Regulatory Authority”) applicable to MDI or its Subsidiaries or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, “Contracts”) to which MDI or its Subsidiaries is a party or by which MDI or its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on MDI or its Subsidiaries taken as a whole or on the ability of MDI or Merger Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ai) The execution and delivery of this Agreement by MDI and Merger Sub do PIC does not, and the performance by MDI and Merger Sub PIC of their its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien lien, claim, mortgage, encumbrance, pledge, security interest, equity or charge of any kind (any of the foregoing, a "Lien") upon any of the assets or properties of MDI, Merger Sub or any Subsidiaries of MDI PIC under any of the terms, conditions or provisions of (ix) the certificates or articles Certificate of incorporation or bylaws Incorporation of PIC, (or other comparable charter documents) of MDI, Merger Sub or any Subsidiaries of MDI, or (ii) (xy) any statute, law, rule, regulation or ordinance (togethercollectively, “laws”"Laws"), or any judgment, decree, order, writ, permit or license (togethercollectively, “orders”"Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country country, or any domestic or foreign state, county, city or other political subdivision (a “"Governmental or Regulatory Authority”) "), applicable to MDI or its Subsidiaries PIC or any of their respective its assets or properties, or (yz) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease (capital or operating) or other instrument, obligation or agreement of any kind (togethercollectively, “"Contracts”") to which MDI or its Subsidiaries PIC is a party or by which MDI or its Subsidiaries PIC or any of their respective its assets or properties is bound, excluding from the foregoing clauses (xy) and (yz) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect Material Adverse Effect on MDI or its Subsidiaries taken as a whole PIC or on the its ability of MDI or Merger Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as set forth in Section 4.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by MDI and Merger Sub the Company do not, and the performance by MDI and Merger Sub the Company of their its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of MDI, Merger Sub the Company or any of its Subsidiaries of MDI under under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or code of regulations or bylaws (or other comparable charter documents) of MDI, Merger Sub the Company or any Subsidiaries of MDIits Subsidiaries, or (ii) subject to the obtaining of the Company Shareholders' Approval, if required by law, and the taking of the actions described in paragraph (b) of this Section 4.04, (x) any - statute, law, rule, regulation or ordinance (together, “laws”"Laws"), or any judgment, decree, order, writ, permit or license (together, “orders”"Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a “"Governmental or Regulatory Authority”") applicable to MDI the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, - concession, contract, lease or other instrument, obligation or agreement of any kind (together, “"Contracts”") to which MDI the Company or any of its Subsidiaries is a party or by which MDI the Company or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, - - rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens whichthat, individually or in the aggregate, could would not reasonably be reasonably expected to have a material adverse effect on MDI or the Company and its Subsidiaries taken as a whole or on the ability of MDI or Merger Sub the Company to consummate the transactions contemplated by this AgreementAgreement (but not excluding any conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations or impositions of Liens under (i) the Company Store Leases (as defined in Section 4.16(b)) other than those that can not reasonably be expected to have a material adverse impact on one or more Company Store Lease or (ii) the Wright Holdings Merger Agreement (as defined in Section 10.11(x))).

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Exhibit 3.5 of the Disclosure Schedule, the ----------- execution and delivery of this Agreement by MDI and Merger Sub do Target does not, and the performance by MDI and Merger Sub Target of their its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination of any provision of, or result in the termination of or give to any person any right the acceleration of payment the maturity or reimbursement, termination, cancellation, modification or acceleration performance of, or result in the creation or imposition of any Lien lien upon any of the assets or properties of MDITarget or its subsidiary under, Merger Sub or any Subsidiaries of MDI under any of the terms, conditions or provisions of (i) the certificates or articles certificate of incorporation or bylaws (of Target or other comparable charter documents) of MDI, Merger Sub or any Subsidiaries of MDIits subsidiary, or (ii) subject to receipt of the requisite stockholder approval with respect to the Merger, (xA) any statute, law, rule, regulation or ordinance (together, “laws”"Laws"), or any judgment, decree, order, writ, injunction, permit or license (together, “orders”"Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country States or any domestic or foreign state, county, city or other political subdivision in the United States, or of any foreign country (a “"Governmental or Regulatory Authority”") applicable to MDI Target or its Subsidiaries subsidiary or any of their respective assets or properties, or (yB) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease contract or other instrument, obligation or agreement of any kind (together, “"Contracts”") to which MDI Target or its Subsidiaries subsidiary is a party or by which MDI Target or its Subsidiaries subsidiary or any of their respective assets or properties is bound, excluding from or (C) any employee benefit plan or arrangement; except, with respect to the foregoing clauses clause (x) and (y) conflictsii), violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens those which, individually or in the aggregate, could not reasonably be reasonably expected to have a material adverse effect Material Adverse Effect on MDI or its Subsidiaries taken as a whole or on the ability of MDI or Merger Sub to consummate the transactions contemplated by this AgreementTarget.

Non-Contravention; Approvals and Consents. (ai) The execution and delivery of this Agreement by MDI and Merger Sub do FED does not, and the performance by MDI and Merger Sub FED of their its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien lien, claim, mortgage, encumbrance, pledge, security interest, equity, or charge of any kind (any of the foregoing, a "LIEN") upon any of the assets or properties of MDI, Merger Sub or any Subsidiaries of MDI FED under any of the terms, conditions conditions, or provisions of (ix) the certificates or articles Certificate of incorporation or bylaws Incorporation of FED, (or other comparable charter documents) of MDI, Merger Sub or any Subsidiaries of MDI, or (ii) (xy) any statute, law, rule, regulation regulation, or ordinance (togethercollectively, “laws”"LAWS"), or any judgment, decree, order, writ, permit permit, or license (togethercollectively, “orders”"ORDERS"), of any court, tribunal, arbitrator, authority, agency, commission, official official, or other instrumentality of the United States, any foreign country country, or any domestic or foreign state, county, city city, or other political subdivision (a “Governmental or Regulatory Authority”) "GOVERNMENTAL OR REGULATORY AUTHORITY"), applicable to MDI or its Subsidiaries FED or any of their respective its assets or properties, or (yz) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease (capital or operating) or other instrument, obligation obligation, or agreement of any kind (togethercollectively, “Contracts”"CONTRACTS") to which MDI or its Subsidiaries FED is a party or by which MDI or its Subsidiaries FED or any of their respective its assets or properties is bound, excluding from the foregoing clauses (xy) and (yz) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations creations, and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect Material Adverse Effect on MDI or its Subsidiaries taken as a whole FED or on the its ability of MDI or Merger Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Exhibit 3.5 of the Disclosure Schedule, the execution and delivery of this Agreement Plan of Merger by MDI and Merger Sub do Target does not, and the performance by MDI and Merger Sub Target of their its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination of any provision of, or result in the termination of or give to any person any right the acceleration of payment the maturity or reimbursement, termination, cancellation, modification or acceleration performance of, or result in the creation or imposition of any Lien lien upon any of the assets or properties of MDITarget under, Merger Sub or any Subsidiaries of MDI under any of the terms, conditions or provisions of (i) the certificates or amended and restated articles of incorporation or bylaws (or other comparable charter documents) of MDI, Merger Sub or any Subsidiaries of MDITarget, or (ii) subject to receipt of the requisite shareholder approval with respect to the Merger, (xA) any statute, law, rule, regulation or ordinance (together, “laws”"Laws"), or any judgment, decree, order, writ, permit or license (together, “orders”"Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country States or any domestic or foreign state, county, city or other political subdivision in the United States, or of any foreign country (a “"Governmental or Regulatory Authority”) "), applicable to MDI or its Subsidiaries Target or any of their respective its assets or properties, or (yB) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease contract or other instrument, obligation or agreement of any kind (other than leases or subleases of real property) (together, “"Contracts”") to which MDI or its Subsidiaries Target is a party or by which MDI or its Subsidiaries Target or any of their respective its assets or properties is bound, excluding from or (C) any Employee Plan or Benefit Arrangement (defined in Section 3.12); except, with respect to the foregoing clauses clause (x) and (y) conflictsii), violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens those which, individually or in the aggregate, could not reasonably be reasonably expected to have a material adverse effect Material Adverse Effect on MDI or its Subsidiaries taken as a whole or on the ability of MDI or Merger Sub to consummate the transactions contemplated by this AgreementTarget.

Non-Contravention; Approvals and Consents. (ai) The execution and delivery of this Agreement by MDI and Merger Sub do FM&I does not, and the performance by MDI and Merger Sub FM&I of their obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien lien, claim, mortgage, encumbrance, pledge, security interest, equity, or charge of any kind (any of the foregoing, a "Lien") upon any of the assets or properties of MDI, Merger Sub or any Subsidiaries of MDI FM&I under any of the terms, conditions conditions, or provisions of (ix) the certificates or articles respective Certificates of incorporation or bylaws Incorporation of FM&I, (or other comparable charter documents) of MDI, Merger Sub or any Subsidiaries of MDI, or (ii) (xy) any statute, law, rule, regulation regulation, or ordinance (togethercollectively, “laws”"Laws"), or any judgment, decree, order, writ, permit permit, or license (togethercollectively, “orders”"Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official official, or other instrumentality of the United States, any foreign country country, or any domestic or foreign state, county, city city, or other political subdivision (a “"Governmental or Regulatory Authority”) "), applicable to MDI or its Subsidiaries FM&I or any of their respective assets or properties, or (yz) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease (capital or operating) or other instrument, obligation obligation, or agreement of any kind (togethercollectively, “"Contracts”") to which MDI any of Xxxxxxxxxxx.xxx, Madman or its Subsidiaries Impact is a party or by which MDI or its Subsidiaries FM&I or any of their respective assets or properties is bound, excluding from the foregoing clauses (xy) and (yz) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations creations, and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect Material Adverse Effect on MDI or its Subsidiaries taken as a whole FM&I or on the its ability of MDI or Merger Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ai) The execution and delivery of this Agreement by MDI and Merger Sub do WMLLC does not, and the performance by MDI and Merger Sub WMLLC of their its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien lien, claim, mortgage, encumbrance, pledge, security interest, equity or charge of any kind (any of the foregoing, a "Lien") upon any of the assets or properties of MDI, Merger Sub or any Subsidiaries of MDI WMLLC under any of the terms, conditions or provisions of (ix) the certificates Certificate of Formation or articles Operating Agreement of incorporation or bylaws WMLLC, (or other comparable charter documents) of MDI, Merger Sub or any Subsidiaries of MDI, or (ii) (xy) any statute, law, rule, regulation or ordinance (togethercollectively, “laws”"Laws"), or any judgment, decree, order, writ, permit or license (togethercollectively, “orders”"Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country country, or any domestic or foreign state, county, city or other political subdivision (a “"Governmental or Regulatory Authority”) "), applicable to MDI or its Subsidiaries WMLLC or any of their respective its assets or properties, or (yz) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease (capital or operating) or other instrument, obligation or agreement of any kind (togethercollectively, “"Contracts”") to which MDI or its Subsidiaries WMLLC is a party or by which MDI or its Subsidiaries WMLLC or any of their respective its assets or properties is bound, excluding from the foregoing clauses (xy) and (yz) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect Material Adverse Effect on MDI or its Subsidiaries taken as a whole WMLLC or on the its ability of MDI or Merger Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ai) The Except as set forth in Schedule 3.01(d)(i) hereto, the execution and delivery of this Agreement by MDI and Merger Sub do Mango does not, and the performance by MDI and Merger Sub Mango of their its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien lien, claim, mortgage, encumbrance, pledge, security interest, equity or charge of any kind (any of the foregoing, a "Lien") upon any of the assets or properties of MDI, Merger Sub or any Subsidiaries of MDI Mango under any of the terms, conditions or provisions of (ix) the certificates or articles Certificate of incorporation or bylaws Incorporation of Mango, (or other comparable charter documents) of MDI, Merger Sub or any Subsidiaries of MDI, or (ii) (xy) any statute, law, rule, regulation or ordinance (togethercollectively, “laws”"Laws"), or any judgment, decree, order, writ, permit or license (togethercollectively, “orders”"Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country country, or any domestic or foreign state, county, city or other political subdivision (a “"Governmental or Regulatory Authority”) "), applicable to MDI or its Subsidiaries Mango or any of their respective its assets or properties, or (yz) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease (capital or operating) or other instrument, obligation or agreement of any kind (togethercollectively, “"Contracts”") to which MDI or its Subsidiaries Mango is a party or by which MDI or its Subsidiaries Mango or any of their respective its assets or properties is bound, excluding from the foregoing clauses (xy) and (yz) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect Material Adverse Effect on MDI or its Subsidiaries taken as a whole Mango or on the its ability of MDI or Merger Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by MDI and Merger Sub the Company do not, and the performance by MDI and Merger Sub the Company of their its obligations hereunder and the consummation by it of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of MDIthe Company under, Merger Sub or any Subsidiaries of MDI under any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of MDI, Merger Sub or any Subsidiaries of MDIthe Company, or (ii) subject to the obtaining of the Company Stockholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) any statute, law, rule, regulation or ordinance (together, “"laws”"), or any judgment, decree, order, writ, permit or license (together, “"orders”"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a “"Governmental or Regulatory Authority”") applicable to MDI or its Subsidiaries the Company or any of their respective its assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, “"Contracts”") to which MDI or its Subsidiaries the Company is a party or by which MDI or its Subsidiaries the Company or any of their respective its assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on MDI or its Subsidiaries taken as a whole the Company or on the ability of MDI or Merger Sub the Company to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by MDI and Merger Sub Micrografx do not, and the performance by MDI and Merger Sub Micrografx of their its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of MDI, Merger Sub Micrografx or any of its Subsidiaries of MDI under under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of MDI, Merger Sub Micrografx or any Subsidiaries of MDIits Subsidiaries, or (ii) subject to the obtaining of Micrografx Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section 3.04, (x) any statute, law, rule, regulation or ordinance (together, “"laws”"), or any judgment, decree, order, writ, permit or license (together, “"orders”"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, province, county, city or other political subdivision (a “"Governmental or Regulatory Authority”") applicable to MDI Micrografx or any of its Subsidiaries or any of their respective assets or properties, or (y) to the knowledge of Micrografx, except as disclosed in Section 3.04 of the Micrografx Disclosure Letter, any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, “"Contracts”") to which MDI Micrografx or any of its Subsidiaries is a party or by which MDI Micrografx or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, payment or reimbursement obligations, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could would not reasonably be reasonably expected to have a material adverse effect on MDI or Micrografx and its Subsidiaries taken as a whole or on the ability of MDI or Merger Sub Micrografx to consummate the transactions contemplated by this Agreement.