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

Non-Contravention; Approvals and Consents. (i) The execution and delivery of this Agreement by WMLLC does not, and the performance by WMLLC of 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, 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 WMLLC under any of the terms, conditions or provisions of (x) the Certificate of Formation or Operating Agreement of WMLLC, (y) any statute, law, rule, regulation or ordinance (collectively, "Laws"), or any judgment, decree, order, writ, permit or license (collectively, "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 WMLLC or any of its assets or properties, or (z) 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 (collectively, "Contracts") to which WMLLC is a party or by which WMLLC or any of its assets or properties is bound, excluding from the foregoing clauses (y) and (z) 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 WMLLC or on its ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificates of Merger and other appropriate merger documents required by the DLLCA with the Secretary of State of Delaware, and by the NGCA with the Secretary of State of Nevada, and (y) as otherwise disclosed in Schedule 3.01(d)(ii) hereto, 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 WMLLC is a party or by which WMLLC or any of its assets or properties is bound for the execution and delivery of this Agreement by WMLLC, the performance by WMLLC of its obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals, or actions of, filings with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on WMLLC, the Surviving Corporation, or on WMLLC's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) The Except as disclosed in Section 4.4 of Radiance Disclosure Schedule, and except for the filing of the Agreement of Merger and other appropriate merger documents required by the DGCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, the execution and delivery of this Agreement by WMLLC Radiance does not, and the performance by WMLLC Radiance of 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 lienpledges, claimclaims, mortgageliens, encumbrancecharges, pledgeencumbrances, and security interest, equity or charge interests of any kind or nature whatsoever (any of the foregoingcollectively, a "LienLiens") upon any of the assets or properties of WMLLC under Radiance under, any of the terms, conditions or provisions of (xi) the Certificate of Formation Incorporation or Operating Agreement Bylaws of WMLLCRadiance, or (yii) (x) any statute, law, rule, regulation or ordinance (collectivelytogether, "Laws"), or any judgment, decree, order, writ, permit or license (collectivelytogether, "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 (a "Governmental or Regulatory Authority"), applicable to WMLLC Radiance or any of its assets or properties, or (zy) 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 (collectivelytogether, "Contracts") to which WMLLC Radiance is a party or by which WMLLC Radiance or any of its assets or properties is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, payments, reimbursements, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be reasonably expected to have a Material Adverse Effect on WMLLC Radiance or on its the ability of Radiance to consummate the transactions contemplated by this Agreement. (iib) Except (x) for the filing of the Certificates of Merger and other appropriate merger documents required by the DLLCA with the Secretary of State of Delaware, and by the NGCA with the Secretary of State of Nevada, and (y) as otherwise disclosed in Schedule 3.01(d)(ii) heretoSection 4.4 of Radiance Disclosure Schedule, no consent, approval, approval or action of, filing with, 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 contract to which WMLLC Radiance is a party or by which WMLLC Radiance or any of its assets or properties is bound for the execution and delivery of this Agreement by WMLLCRadiance, the performance by WMLLC Radiance of its obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals, or actions ofactions, filings with or and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on WMLLC, the Surviving Corporation, Radiance or on WMLLC's the ability of Radiance to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) The Except as disclosed in Exhibit 3.5 of the Disclosure Schedule, the execution and delivery of this Agreement Plan of Merger by WMLLC Target does not, and the performance by WMLLC Target of 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, claim, mortgage, encumbrance, pledge, security interest, equity or charge of any kind (any of the foregoing, a "Lien") lien upon any of the assets or properties of WMLLC under Target under, any of the terms, conditions or provisions of (xi) the Certificate amended and restated articles of Formation incorporation or Operating Agreement bylaws of WMLLCTarget, or (ii) subject to receipt of the requisite shareholder approval with respect to the Merger, (yA) any statute, law, rule, regulation or ordinance (collectivelytogether, "Laws"), or any judgment, decree, order, writ, permit or license (collectivelytogether, "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 WMLLC Target or any of its assets or properties, or (zB) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease (capital or operating) contract or other instrument, obligation or agreement of any kind (collectivelyother than leases or subleases of real property) (together, "Contracts") to which WMLLC Target is a party or by which WMLLC Target or any of 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 (y) and (z) conflictsii), violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens those which, individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on WMLLC or on its ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificates of Merger and other appropriate merger documents required by the DLLCA with the Secretary of State of Delaware, and by the NGCA with the Secretary of State of Nevada, and (y) as otherwise disclosed in Schedule 3.01(d)(ii) hereto, 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 WMLLC is a party or by which WMLLC or any of its assets or properties is bound for the execution and delivery of this Agreement by WMLLC, the performance by WMLLC of its obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals, or actions of, filings with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on WMLLCTarget. (b) Except for (i) the premerger notification requirements of the HSR Act, (ii) the Surviving Corporationrequirements of the Exchange Act and the New York Stock Exchange and (iii) the filing of appropriate documents relating to the Merger required by the GBCC, no consent, approval or action of, or on WMLLC's ability filing with or notice to, any Governmental or Regulatory Authority or other person is required under any Law or Order or any Contract to consummate which Target is a party or by which Target or any of its assets or properties is bound, for the execution and delivery of this Plan of Merger by Target or the performance by Target of its obligations hereunder or the consummation by Target of the transactions contemplated by this Agreementhereby, except those as to which the failure to make or obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Target.

Non-Contravention; Approvals and Consents. (i) The execution and delivery of this Agreement by WMLLC FED does not, and the performance by WMLLC FED of 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, claim, mortgage, encumbrance, pledge, security interest, equity equity, or charge of any kind (any of the foregoing, a "LienLIEN") upon any of the assets or properties of WMLLC FED under any of the terms, conditions conditions, or provisions of (x) the Certificate of Formation or Operating Agreement Incorporation of WMLLCFED, (y) any statute, law, rule, regulation regulation, or ordinance (collectively, "LawsLAWS"), or any judgment, decree, order, writ, permit permit, or license (collectively, "OrdersORDERS"), of any court, tribunal, arbitrator, authority, agency, commission, official official, or other instrumentality of the United States, any foreign country, or any domestic or foreign state, county, city city, or other political subdivision (a "Governmental or Regulatory AuthorityGOVERNMENTAL OR REGULATORY AUTHORITY"), applicable to WMLLC FED or any of its assets or properties, or (z) 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 (collectively, "ContractsCONTRACTS") to which WMLLC FED is a party or by which WMLLC FED or any of its assets or properties is bound, excluding from the foregoing clauses (y) and (z) 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 on WMLLC FED or on its ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificates Certificate of Merger and other appropriate merger documents required by the DLLCA DGCL with the Secretary of State of Delaware, and by the NGCA with the Secretary of State of NevadaDelaware and, and (y) as otherwise disclosed in Schedule 3.01(d)(ii) heretofor the approval of stockholders of FED, 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 WMLLC FED is a party or by which WMLLC FED or any of its assets or properties is bound for the execution and delivery of this Agreement by WMLLCFED, the performance by WMLLC FED of its obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals, or actions of, filings with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on WMLLCFED, the Surviving Corporation, or on WMLLCFED's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (i) The execution and delivery of this Agreement by WMLLC FM&I does not, and the performance by WMLLC FM&I of its 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, claim, mortgage, encumbrance, pledge, security interest, equity equity, or charge of any kind (any of the foregoing, a "Lien") upon any of the assets or properties of WMLLC FM&I under any of the terms, conditions conditions, or provisions of (x) the Certificate respective Certificates of Formation or Operating Agreement Incorporation of WMLLCFM&I, (y) any statute, law, rule, regulation regulation, or ordinance (collectively, "Laws"), or any judgment, decree, order, writ, permit permit, or license (collectively, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official official, or other instrumentality of the United States, any foreign country, or any domestic or foreign state, county, city city, or other political subdivision (a "Governmental or Regulatory Authority"), applicable to WMLLC FM&I or any of its their assets or properties, or (z) 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 (collectively, "Contracts") to which WMLLC any of Xxxxxxxxxxx.xxx, Madman or Impact is a party or by which WMLLC FM&I or any of its their assets or properties is bound, excluding from the foregoing clauses (y) and (z) 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 on WMLLC FM&I or on its ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificates Certificate of Merger and other appropriate merger documents required by the DLLCA DGCL and MBCA with the Secretary of State States of DelawareDelaware and Michigan, and by the NGCA with the Secretary of State of Nevada, and (y) as otherwise disclosed in Schedule 3.01(d)(ii) hereto, and (z) for -------------------- the approval of stockholders of FM&I, 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 WMLLC any of Xxxxxxxxxxx.xxx, Madman or Impact is a party or by which WMLLC FM&I or any of its their assets or properties is bound arebound for the execution and delivery of this Agreement by WMLLCFM&I, the performance by WMLLC FM&I of its their obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals, or actions of, filings with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on WMLLCFM&I, the Surviving Corporation, or on WMLLCFM&I's ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) The execution and delivery of this Agreement by WMLLC does MDI and Merger Sub do not, and the performance by WMLLC MDI and Merger Sub of its 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, claim, mortgage, encumbrance, pledge, security interest, equity or charge of any kind (any of the foregoing, a "Lien") Lien upon any of the assets or properties of WMLLC MDI, Merger Sub or any Subsidiaries of MDI under any of the terms, conditions or provisions of (xi) the Certificate certificates or articles of Formation incorporation or Operating Agreement bylaws (or other comparable charter documents) of WMLLCMDI, Merger Sub or any Subsidiaries of MDI, or (yii) (x) any statute, law, rule, regulation or ordinance (collectivelytogether, "Laws"“laws”), or any judgment, decree, order, writ, permit or license (collectivelytogether, "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 WMLLC MDI or its Subsidiaries or any of its their respective assets or properties, or (zy) 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 (collectivelytogether, "“Contracts"”) to which WMLLC MDI or its Subsidiaries is a party or by which WMLLC MDI or its Subsidiaries or any of its their respective assets or properties is bound, excluding from the foregoing clauses (yx) and (zy) 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 WMLLC MDI or its Subsidiaries taken as a whole or on its the ability of MDI or Merger Sub to consummate the transactions contemplated by this Agreement. (iib) Except (xi) for the filing of the Certificates Proxy Statement (as defined in Section 3.09) with the SEC pursuant to the Exchange Act, (ii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DLLCA DGCL with the Secretary of State of Delaware, and by the NGCA appropriate documents with the Secretary relevant authorities of State of Nevadaother states in which the Constituent Corporations are qualified to do business, and (yiii) as otherwise disclosed in Schedule 3.01(d)(ii) heretoSection 3.04 of the MDI Disclosure Letter, no consent, approval, approval or action of, filing with, 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 law or Order order of any Governmental or Regulatory Authority or any Contract to which WMLLC MDI or its Subsidiaries is a party or by which WMLLC MDI or its Subsidiaries or any of its their respective assets or properties is bound for the execution and delivery of this Agreement by WMLLCMDI and Merger Sub, the performance by WMLLC MDI and Merger Sub of its their obligations hereunder or the consummation of the transactions contemplated hereby, except for other than such consents, approvals, or actions ofactions, filings with or and notices to any Governmental or Regulatory Authority or other public or private third party which the failure of which to make or obtain obtain, as the case may be, individually or in the aggregate, could not be reasonably be expected to have a Material Adverse Effect material adverse effect on WMLLC, the Surviving Corporation, MDI or its Subsidiaries or on WMLLC's the ability of MDI or Merger Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (i) The Except as set forth in Schedule 3.01(d)(i) hereto, the execution and delivery of this Agreement by WMLLC Mango does not, and the performance by WMLLC Mango of 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, 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 WMLLC Mango under any of the terms, conditions or provisions of (x) the Certificate of Formation or Operating Agreement Incorporation of WMLLCMango, (y) any statute, law, rule, regulation or ordinance (collectively, "Laws"), or any judgment, decree, order, writ, permit or license (collectively, "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 WMLLC Mango or any of its assets or properties, or (z) 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 (collectively, "Contracts") to which WMLLC Mango is a party or by which WMLLC Mango or any of its assets or properties is bound, excluding from the foregoing clauses (y) and (z) 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 WMLLC Mango or on its ability to consummate the transactions contemplated by this Agreement. (ii) Except (x) for the filing of the Certificates Certificate of Merger and other appropriate merger documents required by the DLLCA DGCL with the Secretary of State of Delaware, Delaware and by the NGCA appropriate documents with the Secretary relevant authorities of State of Nevadaother states in which the Constituent Entities are qualified to do business, and (y) as otherwise disclosed in Schedule 3.01(d)(ii) hereto, 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 WMLLC Mango is a party or by which WMLLC Mango or any of its assets or properties is bound for the execution and delivery of this Agreement by WMLLCMango, the performance by WMLLC Mango of its obligations hereunder or the consummation of the transactions contemplated hereby, except for such consents, approvals, or actions of, filings with or notices to any Governmental or Regulatory Authority or other public or private third party the failure of which to make or obtain could not reasonably be expected to have a Material Adverse Effect on WMLLCMango, the Surviving Corporation, or on WMLLCMango's ability to consummate the transactions contemplated by this Agreement.