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

Non-Contravention; Approvals and Consents. Except for filings required under Rule 1017 of the National Association of Securities Dealers, Inc. (the "NASD"), and except as set forth on Schedule 4.5 hereto, no filing or registration with, and no permit, authorization, consent or approval of, and no notice to any public body or authority is necessary or required in connection with the execution and delivery of this Agreement by STOCKWALK or for the consummation by STOCKWALK or STOCKWALK on behalf of OBS of the transactions contemplated by this Agreement. Assuming that all filings, registrations, permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby by STOCKWALK or STOCKWALK on behalf of OBS will, except as set forth on Schedule 4.5, (a) conflict with or result in any breach of any provision of the articles of incorporation or by-laws of STOCKWALK or OBS, (b) result in a violation or breach of, or constitute (with or without due EXHIBIT 10.1-12 notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which STOCKWALK or OBS is a party or by which either of them or any of their properties or assets may be bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to STOCKWALK or OBS, or any of their properties or assets except, in the case of subsections (b) or (c) above, for violations, breaches or defaults that would not in the aggregate have a Material Adverse Effect on the business, operations or financial condition of STOCKWALK or OBS and that will not prevent or delay the consummation of the transactions contemplated hereby.

Non-Contravention; Approvals and Consents. Except for filings required under Rule 1017 of the National Association of Securities Dealers, Inc. (the "NASD"), and except as set forth on Schedule 4.5 hereto, no filing or registration with, and no permit, authorization, consent or approval of, and no notice to any public body or authority is necessary or required in connection with the a) The execution and delivery by the Company and the Operating Partnership of this Agreement by STOCKWALK or for and the consummation by STOCKWALK or STOCKWALK on behalf of OBS of Transaction Agreements to which it is a party do not, and the transactions contemplated by this Agreement. Assuming that all filings, registrations, permits, authorizations, consents and approvals contemplated performance by the immediately preceding sentence have been duly made or obtained, neither Company and the execution, delivery Operating Partnership of its obligations hereunder and performance of this Agreement nor thereunder and the consummation of the transactions contemplated hereby by STOCKWALK or STOCKWALK on behalf of OBS willand thereby will not, except as set forth on Schedule 4.5conflict with, (a) conflict with or result in any breach of any provision of the articles of incorporation or by-laws of STOCKWALK or OBS, (b) result in a violation or breach of, or constitute (with or without due EXHIBIT 10.1-12 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 cancellation, modification or acceleration) acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of the Company or any noteof its Subsidiaries, bondor (ii) subject to the taking of the actions and obtaining the approvals described in paragraph (b) of this Section, mortgage(x) any statute, indenturelaw, licenserule, contractregulation or ordinance (together, "Laws"), or any judgment, decree, order, writ, permit or license (together, "Orders"), of any court, official or other instrumentality of the United States or any state, county, city or other political subdivision (a "Governmental or Regulatory Authority"), applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) any agreement or other instrument or obligation of any kind (together, "Contracts") to which STOCKWALK the Company or OBS any of its Subsidiaries is a party or by which either the Company or any of them its Subsidiaries or any of their respective assets or properties or assets may be is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to STOCKWALK or OBS, or any of their properties or assets except, in the case of subsections (b) or (c) aboveaggregate, for violations, breaches or defaults that would could not in the aggregate be reasonably expected to have a Material Adverse Effect on or adversely affect in any material respect the business, operations ability of the Company or financial condition of STOCKWALK or OBS and that will not prevent or delay the consummation of Operating Partnership to consummate the transactions contemplated herebyby this Agreement or the Transaction Agreements to which it is a party.

Non-Contravention; Approvals and Consents. Except for filings required under Rule 1017 of the National Association of Securities Dealers, Inc. (the "NASD"), and except as set forth on Schedule 4.5 hereto, no filing or registration with, and no permit, authorization, consent or approval of, and no notice to any public body or authority is necessary or required in connection with the execution and delivery of this Agreement by STOCKWALK or for the consummation by STOCKWALK or STOCKWALK on behalf of OBS of the transactions contemplated by this Agreement. Assuming that all filings, registrations, permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the The execution, delivery and performance by the CLP and Cap C LP of their respective obligations under this Agreement nor and the Conveyance Documents, as the case may be, and the consummation of the transactions contemplated hereby by STOCKWALK or STOCKWALK on behalf of OBS willand thereby, except as set forth on Schedule 4.5the case may be, will not (a) violate, conflict with or result in any the breach of any provision of the articles declaration and limited partnership agreement (or other comparable documents) of incorporation or by-laws of STOCKWALK or OBSthe CLP and Cap C LP, (b) result in the violation by the CLP or Cap C LP of any Laws or Orders of any Governmental or Regulatory Authority, or (c) if the consents and notices set forth in Schedule 3.2.28 are obtained, conflict with, result in a violation or breach of, or constitute (with or without due EXHIBIT 10.1-12 notice or lapse of time or both) a default (under, or require the CLP or Cap C LP to obtain any consent, approval or action of, make any filing with or give rise any notice to, or result in or give to any Person any right of payment or reimbursement, termination, cancellation cancellation, modification or acceleration) underacceleration of, or result in the creation or imposition of any Lien upon any of their respective assets or properties, or under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation Contract to which STOCKWALK the CLP or OBS Cap C LP is a party or by which either of them the CLP or Cap C LP or any of their respective assets or properties are or were bound. Except as set forth in Schedule 3.2.28, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other Person is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which the CLP or Cap C LP is a party, or by which their respective assets may be or properties were or are bound, for the execution and delivery of this Agreement or (c) violate any orderthe Conveyance Documents, writ, injunction, decree, statute, rule the performance by the CLP or regulation applicable to STOCKWALK or OBS, or any Cap C LP of their properties respective obligations hereunder or assets except, in the case of subsections (b) thereunder or (c) above, for violations, breaches or defaults that would not in the aggregate have a Material Adverse Effect on the business, operations or financial condition of STOCKWALK or OBS and that will not prevent or delay the consummation of the transactions contemplated herebyhereby or thereby.

Non-Contravention; Approvals and Consents. Except for filings required under Rule 1017 of the National Association of Securities Dealers, Inc. (the "NASD"), and except as set forth on Schedule 4.5 hereto, no filing or registration with, and no permit, authorization, consent or approval of, and no notice to any public body or authority is necessary or required in connection with the execution and delivery of this Agreement by STOCKWALK or for the consummation by STOCKWALK or STOCKWALK on behalf of OBS of the transactions contemplated by this Agreement. Assuming that all filings, registrations, permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the The execution, delivery and performance by the Kenna Principals and Kenna Holdco of their respective obligations under this Agreement nor and the Conveyance Documents and the consummation of the transactions contemplated hereby by STOCKWALK or STOCKWALK on behalf of OBS willand thereby, except as set forth on Schedule 4.5, will not (a) violate, conflict with or result in any the breach of any provision of the articles declaration and limited partnership agreement (or other comparable documents) of incorporation Kxxxx XX or by-laws of STOCKWALK or OBS, Kxxxx Holdco; (b) result in the violation by Kxxxx XX or Kenna Holdco of any Laws or Orders of any Governmental or Regulatory Authority, or (c) conflict with, result in a violation or breach of, or constitute (with or without due EXHIBIT 10.1-12 notice or lapse of time or both) a default (under, or require Kxxxx XX or Kxxxx Holdco to obtain any consent, approval or action of, make any filing with or give rise any notice to, or result in or give to any Person any right of payment or reimbursement, termination, cancellation cancellation, modification or acceleration) underacceleration of, or result in the creation or imposition of any Lien upon any of their respective assets or properties, or under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation Contract to which STOCKWALK Kxxxx XX or OBS Kenna Holdco is a party or by which either of them Kxxxx XX or Kxxxx Holdco or any of their respective assets or properties are or were bound. Except as set forth in Schedule 3.2.10, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other Person is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any contract to which Kxxxx XX or Kenna Holdco is a party, or by which their respective assets may be or properties were or are bound, for the execution and delivery of this Agreement or (c) violate any orderthe Conveyance Documents, writ, injunction, decree, statute, rule the performance by Kxxxx XX or regulation applicable to STOCKWALK or OBS, or any Kxxxx Holdco of their properties respective obligations hereunder or assets except, in the case of subsections (b) thereunder or (c) above, for violations, breaches or defaults that would not in the aggregate have a Material Adverse Effect on the business, operations or financial condition of STOCKWALK or OBS and that will not prevent or delay the consummation of the transactions contemplated herebyhereby or thereby.

Non-Contravention; Approvals and Consents. Except for filings required under Rule 1017 of the National Association of Securities Dealers, Inc. (the "NASD"), and except as set forth on Schedule 4.5 hereto, no filing or registration with, and no permit, authorization, consent or approval of, and no notice to any public body or authority is necessary or required in connection with the execution and delivery of this Agreement by STOCKWALK or for the consummation by STOCKWALK or STOCKWALK on behalf of OBS of the transactions contemplated by this Agreement. Assuming that all filings, registrations, permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the The execution, delivery and performance by the Xxxxx XX and Cap C LP of their respective obligations under this Agreement nor and the Conveyance Documents, as the case may be, and the consummation of the transactions contemplated hereby by STOCKWALK or STOCKWALK on behalf of OBS willand thereby, except as set forth on Schedule 4.5the case may be, will not (a) violate, conflict with or result in any the breach of any provision of the articles declaration and limited partnership agreement (or other comparable documents) of incorporation or by-laws of STOCKWALK or OBSthe Xxxxx XX and Cap C LP, (b) result in the violation by the Xxxxx XX or Cap C LP of any Laws or Orders of any Governmental or Regulatory Authority, or (c) if the consents and notices set forth in Schedule 3.2.28 are obtained, conflict with, result in a violation or breach of, or constitute (with or without due EXHIBIT 10.1-12 notice or lapse of time or both) a default (under, or require the Xxxxx XX or Cap C LP to obtain any consent, approval or action of, make any filing with or give rise any notice to, or result in or give to any Person any right of payment or reimbursement, termination, cancellation cancellation, modification or acceleration) underacceleration of, or result in the creation or imposition of any Lien upon any of their respective assets or properties, or under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation Contract to which STOCKWALK the Xxxxx XX or OBS Cap C LP is a party or by which either of them the Xxxxx XX or Cap C LP or any of their respective assets or properties are or were bound. Except as set forth in Schedule 3.2.28, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other Person is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which the Xxxxx XX or Cap C LP is a party, or by which their respective assets may be or properties were or are bound, for the execution and delivery of this Agreement or (c) violate any orderthe Conveyance Documents, writ, injunction, decree, statute, rule the performance by the Xxxxx XX or regulation applicable to STOCKWALK or OBS, or any Cap C LP of their properties respective obligations hereunder or assets except, in the case of subsections (b) thereunder or (c) above, for violations, breaches or defaults that would not in the aggregate have a Material Adverse Effect on the business, operations or financial condition of STOCKWALK or OBS and that will not prevent or delay the consummation of the transactions contemplated herebyhereby or thereby.

Non-Contravention; Approvals and Consents. Except for filings required under Rule 1017 As of the National Association of Securities DealersClosing Date, Inc. (the "NASD"), and except as set forth on Schedule 4.5 hereto, no filing or registration with, and no permit, authorization, consent or approval of, and no notice to any public body or authority is necessary or required in connection with the execution and delivery of this Agreement by STOCKWALK or for the consummation by STOCKWALK or STOCKWALK on behalf of OBS of the transactions contemplated by this Agreement. Assuming that all filings, registrations, permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the execution, delivery and performance by the Purchaser and MDC Partners of this Agreement nor their respective obligations hereunder and the consummation of the transactions contemplated hereby by STOCKWALK or STOCKWALK on behalf of OBS will, except as set forth on Schedule 4.5, will not (a) violate, conflict with or result in any the breach of any provision of the articles of incorporation and bylaws of the Purchaser or by-laws of STOCKWALK MDC Partners, or OBS, (b) assuming the truth and accuracy of the Investment Representation Certificate, result in the violation by the Purchaser or MDC Partners of any Laws or Orders of any Governmental or Regulatory Authority applicable to the Purchaser or MDC Partners or any of its assets or properties, or (c) result in a violation or breach of, or constitute (with or without due EXHIBIT 10.1-12 notice or lapse of time or both) a default (under, or require the Purchaser or MDC Partners to obtain any consent, approval or action of, make any filing with or give rise any notice to, or result in or give to any Person any right of payment or reimbursement, termination, cancellation cancellation, modification or acceleration) underacceleration of, or, except for such Liens as may be created in connection with an MDC Financing, result in the creation or imposition of any Lien upon any of the respective assets or properties of the Purchaser or MDC Partners, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation Contract to which STOCKWALK the Purchaser or OBS MDC Partners is a party or by which either of them the Purchaser or MDC Partners or any of their its assets or properties or assets may be are bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to STOCKWALK or OBS, or any of their properties or assets except, in the case of subsections the foregoing clauses (b) or and (c) above), for violations, breaches or defaults any such failures to be correct that would not in be material to the aggregate have Purchaser or MDC Partners. Except as set forth on Schedule 4.4, assuming the truth and accuracy of the Investment Representation Certificate, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which the Purchaser or MDC Partners is a Material Adverse Effect on party or by which the businessPurchaser or MDC Partners or any of their respective assets or properties are bound for the execution and delivery of this Agreement by the Purchaser or MDC Partners, operations the performance by the Purchaser or financial condition MDC Partners of STOCKWALK their respective obligations hereunder or OBS and that will not prevent or delay the consummation by the Purchaser or MDC Partners of the transactions contemplated hereby, except for such consents, approvals, actions, filings or notices the failure of which to be obtained or made would not be material to the Purchaser or MDC Partners.

Non-Contravention; Approvals and Consents. Except for filings required under Rule 1017 of the National Association of Securities Dealers, Inc. (the "NASD"), and except as set forth on Schedule 4.5 hereto, no filing or registration with, and no permit, authorization, consent or approval of, and no notice to any public body or authority is necessary or required in connection with the execution and delivery of this Agreement by STOCKWALK or for the consummation by STOCKWALK or STOCKWALK on behalf of OBS of the transactions contemplated by this Agreement. Assuming that all filings, registrations, permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or obtained, neither the The execution, delivery and performance by the Principals, the Company and IMS Holdco of their respective obligations under this Agreement nor and the Conveyance Document and the consummation of the transactions contemplated hereby by STOCKWALK or STOCKWALK on behalf of OBS willand thereby, except as set forth on Schedule 4.5, will not (a) violate, conflict with or result in any the breach of any provision of the articles certificate of incorporation formation and limited liability company agreement (or by-laws other comparable documents) of STOCKWALK the Company or OBS, IMS Holdco; (b) result in the violation by the Company or IMS Holdco of any Laws or Orders of any Governmental or Regulatory Authority, or (c) if the consents and notices set forth in Schedule 3.9 are obtained, conflict with, result in a violation or breach of, or constitute (with or without due EXHIBIT 10.1-12 notice or lapse of time or both) a default (under, or require the Company or IMS Holdco to obtain any consent, approval or action of, make any filing with or give rise any notice to, or result in or give to any Person any right of payment or reimbursement, termination, cancellation cancellation, modification or acceleration) underacceleration of, or result in the creation or imposition of any Lien upon any of their respective assets or properties, or under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation Contract to which STOCKWALK the Company or OBS IMS Holdco is a party or by which either of them the Company or IMS Holdco or any of their respective assets or properties are or were bound. Except as set forth in Schedule 3.9, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other Person is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which the Company or IMS Holdco is a party, or by which their respective assets may be or properties were or are bound, for the execution and delivery of this Agreement or (c) violate any orderthe Conveyance Document, writ, injunction, decree, statute, rule the performance by the Company or regulation applicable to STOCKWALK or OBS, or any IMS Holdco of their properties respective obligations hereunder or assets except, in the case of subsections (b) thereunder or (c) above, for violations, breaches or defaults that would not in the aggregate have a Material Adverse Effect on the business, operations or financial condition of STOCKWALK or OBS and that will not prevent or delay the consummation of the transactions contemplated herebyhereby or thereby.

Non-Contravention; Approvals and Consents. Except for filings required under Rule 1017 As of the National Association of Securities DealersClosing Date, Inc. (the "NASD"), and except as set forth on Schedule 4.5 hereto, no filing or registration with, and no permit, authorization, consent or approval of, and no notice to any public body or authority is necessary or required in connection with the execution and delivery by the Company of this Agreement by STOCKWALK or for and any Other Agreement to which it is a party and the consummation by STOCKWALK or STOCKWALK on behalf of OBS of the transactions contemplated by this Agreement. Assuming that all filings, registrations, permits, authorizations, consents and approvals contemplated performance by the immediately preceding sentence have been duly made Company of each of its obligations hereunder or obtained, neither the execution, delivery thereunder and performance of this Agreement nor the consummation of the transactions contemplated hereby by STOCKWALK or STOCKWALK on behalf of OBS willand thereby, except as set forth on Schedule 4.5, will not (a) violate, conflict with or result in any the breach of any provision of the articles certificate of incorporation formation or by-laws of STOCKWALK or OBS, the LLC Agreement; (b) result in the violation by the Company of any Laws or Orders of any Governmental or Regulatory Authority applicable to the Company or any of the Company’s assets or properties, or (c) if the consents and notices set forth in Schedule 3.10 are obtained, conflict with, result in a violation or breach of, or constitute (with or without due EXHIBIT 10.1-12 notice or lapse of time or both) a default (under, or require the Company to obtain any consent, approval or action of, make any filing with or give rise any notice to, or result in or give to any Person any right of payment or reimbursement, termination, cancellation cancellation, modification or acceleration) underacceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of the Company, or under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement Contract or other instrument or obligation Permit to which STOCKWALK or OBS the Company is a party or by which either of them the Company or any of their respective assets or properties were or assets may be are bound, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to STOCKWALK or OBS, or any of their properties or assets except, in the case of subsections the foregoing clauses (b) or and (c) above), for violations, breaches or defaults any such failures to be correct that would not be material to the Company or its subsidiaries. Except as set forth in Schedule 3.10, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other Person is necessary or required under any of the aggregate have terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract or Permit to which the Company is a Material Adverse Effect on party, or by which the businessCompany’s assets or properties were or are bound for the execution and delivery of this Agreement or the Other Agreements by the Company, operations the performance by the Company of its obligations hereunder or financial condition of STOCKWALK thereunder or OBS and that will not prevent or delay the consummation of the transactions contemplated herebyhereby or thereby, except in connection with the Merger or as described in Section 5.6 and except for such consents, approvals, actions, filings or notices the failure of which to be obtained or made would not be material to the Company or its subsidiaries.