Non-Contravention, etc. No approval, consent, waiver, authorization or other order of, and no filing, registration, qualification or recording with, any Governmental Authority or any other Person (other than any party to any Lease-In other than the Company or any Subsidiary) is required to be obtained or made by or on behalf of Subscriber or the Company or any of its Subsidiaries in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby, except for (i) satisfaction of the requirements of the HSR Act, (ii) items listed on Schedule 4.1.4 to the Purchase Agreement, which shall have been obtained or made and shall be in full force and effect at the Closing (subject to the materiality exception set forth at the end of the next sentence) and (iii) any other of the foregoing items required to be obtained from or made with any Person other than any Governmental Authority the failure to obtain or make which, individually or in the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect nor a material adverse effect on the ability of Subscriber to consummate the transactions contemplated hereby. Except as set forth on Schedule 4.1.4 to the Purchase Agreement, neither the execution, delivery and performance of this Agreement nor the consummation of any of the transactions contemplated hereby (including, without limitation, the execution, delivery and performance of the other Closing Agreements) does or will constitute, result in or give rise to (i) a breach or violation or default under any Legal Requirement applicable to Subscriber, the Company or any of its Subsidiaries, (ii) a breach of or a default under any Charter or By-Laws provision of Subscriber, the Company or any of its Subsidiaries, (iii) the acceleration of the time for performance of any obligation under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company or any of its Subsidiaries, (iv) the imposition of any Lien upon or the forfeiture of any Asset, other than any Asset held under any Lease-In, (v) a breach of or a default under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company or any of its Subsidiaries, or (vi) right to any severance payments other than by operation of law (including without limitation if such payments become due only if employment is terminated following the Closing), termination, right of termination, modification of terms or change in benefits or burdens under any Contractual Obligation (other than any Lease-In), other than in the case of clauses (i) through (vi) such as, individually or in the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect nor a material adverse effect on the ability of Subscriber to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Preferred Stock Subscription Agreement (TJX Companies Inc /De/), Preferred Stock Subscription Agreement (Melville Corp)
Non-Contravention, etc. (a) No approval, consent, waiver, authorization or other order of, and no filing, registration, qualification or recording with, any Governmental Authority or any other Person (other than any party to any Lease-In other than the Company or any Subsidiary) is required to be obtained or made by or on behalf of Subscriber or the Company Issuer or any of its Subsidiaries in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby, except for (i) satisfaction of the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements of 1976, as amended (the "HSR Act, ) and (ii) items listed on Schedule 4.1.4 to the Purchase Agreement, which shall have been obtained or made and shall be in full force and effect at the Closing (subject to the materiality exception set forth at the end of the next sentence) and (iii) any other of the foregoing items item required to be obtained from or made with any Person other than any a Governmental Authority the failure to obtain or make which, individually or in the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect on Issuer nor a material adverse effect on the ability of Subscriber Issuer to consummate the transactions contemplated hereby. Except as set forth on Schedule 4.1.4 to the Purchase Agreement, neither Neither the execution, delivery and performance of this Agreement nor the consummation of any of the transactions contemplated hereby (including, without limitation, the execution, delivery and performance by Issuer of its obligations under the other Closing AgreementsAgreements and its obligations in respect of the Preferred Shares in accordance with their terms) does or will constitute, result in or give rise to (i) a breach or violation or default under any Legal Requirement applicable to Subscriber, the Company Issuer or any of its SubsidiariesSubsidiaries (assuming the accuracy of the representations and warranties of Subscriber in Section 4.4), (ii) a breach of or a default under any Charter or By-Laws provision of Subscriber, the Company Issuer or any of its Subsidiaries, (iii) the acceleration of the time for performance of any obligation under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company Issuer or any of its Subsidiaries, (iv) the imposition of any Lien upon or the forfeiture of any Asset, other than asset of Issuer or any Asset held under any Lease-Inof its Subsidiaries, (v) a breach of or a default under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company Issuer or any of its Subsidiaries, or (vi) right to any severance payments other than by operation of law (including without limitation if such payments become due only if employment is terminated following the Closing), termination, right of termination, modification of terms or change in benefits or burdens under any Contractual Obligation (other than of Issuer or any Lease-In)of its Subsidiaries, other than in the case of clauses (i), (iii), (iv), (v) through and (vi) such as, individually or in the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect on Issuer nor a material adverse effect on the ability of Subscriber Issuer to consummate the transactions contemplated herebyhereby (including, without limitation, Issuer's ability to perform its obligations under the other Closing Agreements and its obligations in respect of the Preferred Shares in accordance with their terms).
Appears in 1 contract
Samples: Preferred Stock Subscription Agreement (Melville Corp)
Non-Contravention, etc. No Neither the execution, delivery and performance of this Agreement by the Buyer nor the consummation by the Buyer of the Closing hereunder in accordance with the terms and conditions of this Agreement constitutes, results in or gives rise to (a) a breach, violation or default under any Legal Requirement applicable to the Buyer, (b) a breach of or default under any Charter or By-laws provision of the Buyer, or (c) a breach of or default under (or the acceleration of the time for performance of any material obligation under) any Contractual Obligation of the Buyer, other than, in the case of clauses (a) and (c), any breach, violation or default that would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the ability of the Buyer to perform its obligations under this Agreement. Assuming satisfaction of any foreign antitrust Legal Requirements, no approval, consent, waiver, authorization or other order of, and no declaration, filing, registration, qualification or recording with, any Governmental Authority or any other Person (other than any party to any Lease-In other than the Company or any Subsidiary) is required to be obtained or made by or on behalf of Subscriber or the Company or any of its Subsidiaries Buyer in connection with the execution, delivery or performance of this Agreement or any Buyer Transaction Document and the consummation of the transactions contemplated hereby, Closing hereunder in accordance with the terms and conditions of this Agreement except (a) for (i) satisfaction of the requirements of the HSR Act, (ii) items listed on Schedule 4.1.4 to the Purchase Agreement, which shall have been obtained or made on or prior to, and shall be in full force and effect at the Closing (subject to the materiality exception set forth at the end of the next sentence) and (iiib) any other of the foregoing items required to be obtained from or made with any Person other than any Governmental Authority the where failure to obtain such approval, consent, waiver, authorization or other order, or to make whichsuch declaration, individually filing, registration, qualification or in recording would not materially and adversely affect the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect nor a material adverse effect on the Buyer’s ability of Subscriber to consummate the transactions contemplated hereby. Except as set forth on Schedule 4.1.4 to Closing hereunder in accordance with the Purchase Agreement, neither the execution, delivery terms and performance conditions of this Agreement nor or any Buyer Transaction Document and would not prevent the consummation of any of the transactions contemplated hereby (including, without limitation, the execution, delivery and performance of the other Closing Agreements) does or will constitute, result Buyer from performing in or give rise to (i) a breach or violation or default under any Legal Requirement applicable to Subscriber, the Company or all material respects any of its Subsidiaries, (ii) a breach of or a default obligations under any Charter or By-Laws provision of Subscriber, this Agreement and the Company or any of its Subsidiaries, (iii) the acceleration of the time for performance of any obligation under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company or any of its Subsidiaries, (iv) the imposition of any Lien upon or the forfeiture of any Asset, other than any Asset held under any Lease-In, (v) a breach of or a default under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company or any of its Subsidiaries, or (vi) right to any severance payments other than by operation of law (including without limitation if such payments become due only if employment is terminated following the Closing), termination, right of termination, modification of terms or change in benefits or burdens under any Contractual Obligation (other than any Lease-In), other than in the case of clauses (i) through (vi) such as, individually or in the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect nor a material adverse effect on the ability of Subscriber to consummate the transactions contemplated herebyBuyer Transaction Documents.
Appears in 1 contract
Non-Contravention, etc. No Except for items listed on Schedule 5.1.3, neither the execution, delivery or performance of this Agreement by the Company or the Seller nor the consummation by the Company or the Seller of the Closing hereunder in accordance with the terms and conditions of this Agreement constitutes, results in or gives rise to (a) a breach, violation or default under any Legal Requirement applicable to any Target Company, (b) a breach of or default under any Charter or By-laws provision of any Target Company, (c) the imposition of any Lien upon any asset of any Target Company (including any shares of capital stock of any Subsidiary of the Company) or (d) a breach of or default under (or the acceleration of the time for performance of any material obligation under) any Contractual Obligation of any Target Company, other than, in the case of clauses (a), (c) and (d), any breach, violation, default or imposition of Lien that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Assuming satisfaction of any foreign antitrust Legal Requirements and except as set forth in Schedule 5.1.3, no approval, consent, waiver, authorization or other order of, and no declaration, filing, registration, qualification or recording with, any Governmental Authority or any other Person (other than any party to any Lease-In other than the Company or any Subsidiary) is required to be obtained or made by or on behalf of Subscriber or the any Target Company or any of its Subsidiaries in connection with the execution, delivery or performance of this Agreement or any Company Transaction Document and the consummation of the transactions contemplated herebyClosing hereunder in accordance with the terms and conditions of this Agreement, except (a) for (i) satisfaction of the requirements of the HSR Act, (ii) items listed on Schedule 4.1.4 to the Purchase Agreement, those which shall have been obtained or made on or prior to, and shall be are in full force and effect at on the Closing date hereof, or (subject to the materiality exception set forth at the end of the next sentenceb) and (iii) any other of the foregoing items required to be obtained from or made with any Person other than any Governmental Authority where the failure to obtain such approval, consent, waiver, authorization or other order, or to make whichsuch declaration, filing, registration, qualification or recording would not reasonably be expected to have, individually or in the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect nor a material adverse effect on the ability of Subscriber to consummate the transactions contemplated hereby. Except as set forth on Schedule 4.1.4 to the Purchase Agreement, neither the execution, delivery and performance of this Agreement nor the consummation of any of the transactions contemplated hereby (including, without limitation, the execution, delivery and performance of the other Closing Agreements) does or will constitute, result in or give rise to (i) a breach or violation or default under any Legal Requirement applicable to Subscriber, the Company or any of its Subsidiaries, (ii) a breach of or a default under any Charter or By-Laws provision of Subscriber, the Company or any of its Subsidiaries, (iii) the acceleration of the time for performance of any obligation under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company or any of its Subsidiaries, (iv) the imposition of any Lien upon or the forfeiture of any Asset, other than any Asset held under any Lease-In, (v) a breach of or a default under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company or any of its Subsidiaries, or (vi) right to any severance payments other than by operation of law (including without limitation if such payments become due only if employment is terminated following the Closing), termination, right of termination, modification of terms or change in benefits or burdens under any Contractual Obligation (other than any Lease-In), other than in the case of clauses (i) through (vi) such as, individually or in the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect nor a material adverse effect on the ability of Subscriber to consummate the transactions contemplated herebyEffect.
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Non-Contravention, etc. Except as set forth in Schedule 4.3, neither the execution and delivery of this Agreement or any of the Transaction Documents to which the Seller is a party, nor the consummation or performance by the Seller of any of the transactions contemplated hereby or thereby will, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with, or result in a violation of (x) any provision of the organizational documents applicable to the Seller or (y) any resolution adopted by the board of directors or stockholders of the Seller; (b) contravene, conflict with, or result in a violation of, any Legal Requirement or any Governmental Order to which the Seller or any of the Units may be subject; (c) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contractual Obligation of the Seller or applicable to the Units; or (d) result in the imposition or creation of any Encumbrance upon or with respect to any of the Units. No approval, consent, waiver, authorization or other order of, and no declaration, notice, filing, registration, qualification or recording with, any Governmental Authority or any other Person (other than any party to any Lease-In other than the Company or any Subsidiary) is required to be obtained or made by or on behalf of Subscriber or the Company or any of its Subsidiaries Seller in connection with the execution, delivery or performance of this Agreement or any of the Transaction Documents and the consummation of the transactions contemplated herebyhereby and thereby, except (a) for (i) satisfaction of the requirements of the HSR Act, (ii) items listed on Schedule 4.1.4 to the Purchase Agreement, which shall have been obtained or made on or prior to, and shall be are in full force and effect at at, the Closing Date, (subject to the materiality exception set forth at the end of the next sentenceb) and (iii) any other of the foregoing items required to be obtained from or made with any Person other than any Governmental Authority the failure to obtain or make which, individually or in the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect nor a material adverse effect on the ability of Subscriber to consummate the transactions contemplated hereby. Except as set forth on Schedule 4.1.4 to the Purchase Agreement, neither the execution, delivery and performance of this Agreement nor the consummation of any of the transactions contemplated hereby (including, without limitation, the execution, delivery and performance of the other Closing Agreements) does or will constitute, result in or give rise to (i) a breach or violation or default under any Legal Requirement applicable to Subscriber, the Company or any of its Subsidiaries, (ii) a breach of or a default under any Charter or By-Laws provision of Subscriber, the Company or any of its Subsidiaries, (iii) the acceleration of the time for performance of any obligation under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company or any of its Subsidiaries, (iv) the imposition of any Lien upon or the forfeiture of any Asset, other than any Asset held under any Lease-In, (v) a breach of or a default under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company or any of its Subsidiaries4.3, or (vic) right to any severance payments other than such approvals, consents, waivers, authorizations or orders required by operation of law (including without limitation if such payments become due only if employment is terminated following the Closing), termination, right of termination, modification of terms or change Buyer’s participation in benefits or burdens under any Contractual Obligation (other than any Lease-In), other than in the case of clauses (i) through (vi) such as, individually or in the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect nor a material adverse effect on the ability of Subscriber to consummate the transactions contemplated hereby.
Appears in 1 contract
Non-Contravention, etc. No approval, consent, waiver, authorization or other order of, and no filing, registration, qualification or recording with, any Governmental Authority or any other Person (other than any party to any Lease-In other than the Company or any Subsidiary) is required to be obtained or made by or on behalf of Subscriber or the Company Buyer or any of its Subsidiaries in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby, except for (i) satisfaction of the requirements of the HSR Act, Act and (ii) items listed on Schedule 4.1.4 to the Purchase Agreement, which shall have been obtained or made and shall be in full force and effect at the Closing (subject to the materiality exception set forth at the end of the next sentence) and (iii) any other of the foregoing items item required to be obtained from or made with any Person other than any a Governmental Authority the failure to obtain or make which, individually or in the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect on Buyer nor a material adverse effect on the ability of Subscriber Buyer to consummate the transactions contemplated hereby. Except as set forth on Schedule 4.1.4 to the Purchase Agreement, neither Neither the execution, delivery and performance of this Agreement nor the consummation of any of the transactions contemplated hereby (including, without limitation, the execution, delivery and performance of the other Closing AgreementsAgreements and performance by Buyer of its obligations in respect of the Buyer Stock in accordance with its terms) does or will constitute, result in or give rise to (i) a breach or violation or default under any Legal Requirement applicable to Subscriber, the Company Buyer or any of its SubsidiariesSubsidiaries (assuming the accuracy of the representations and warranties of Seller in Section 4.4 of the Preferred Stock Subscription Agreement), (ii) a breach of or a default under any Charter or By-Laws provision of Subscriber, the Company Buyer or any of its Subsidiaries, (iii) the acceleration of the time for performance of any obligation under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company Buyer or any of its Subsidiaries, (iv) the imposition of any Lien upon or the forfeiture of any Asset, other than asset of Buyer or any Asset held under any Lease-Inof its Subsidiaries, (v) a breach of or a default under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company Buyer or any of its Subsidiaries, or (vi) right to any severance payments other than by operation of law (including without limitation if such payments become due only if employment is terminated following the Closing), termination, right of termination, modification of terms or change in benefits or burdens under any Contractual Obligation (other than of Buyer or any Lease-In)of its Subsidiaries, other than in the case of clauses (i), (iii), (iv), (v) through and (vi) such as, individually or in the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect on Buyer nor a material adverse effect on the ability of Subscriber Buyer to consummate the transactions contemplated herebyhereby (including, without limitation, Buyer's ability to consummate its obligations under the other Closing Agreements and its obligations in respect of the Buyer Stock in accordance with its terms).
Appears in 1 contract
Non-Contravention, etc. No Neither the execution, delivery and performance of this Agreement by the Guarantor nor the consummation by the Guarantor of the Closing hereunder in accordance with the terms and conditions of this Agreement constitutes, results in or gives rise to (a) a breach, violation or default under any Legal Requirement applicable to the Guarantor, (b) a breach of or default under any Charter or By-laws provision of the Guarantor, or (c) a breach of or default under (or the acceleration of the time for performance of any material obligation under) any Contractual Obligation of the Guarantor, other than, in the case of clauses (a) and (c), any breach, violation or default that would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the ability of the Guarantor to perform its obligations under this Agreement. Assuming satisfaction of any foreign antitrust Legal Requirements, no approval, consent, waiver, authorization or other order of, and no declaration, filing, registration, qualification or recording with, any Governmental Authority or any other Person (other than any party to any Lease-In other than the Company or any Subsidiary) is required to be obtained or made by or on behalf of Subscriber or the Company or any of its Subsidiaries Guarantor in connection with the execution, delivery or performance of this Agreement or any Guarantor Transaction Document and the consummation of the transactions contemplated hereby, Closing hereunder in accordance with the terms and conditions of this Agreement except (a) for (i) satisfaction of the requirements of the HSR Act, (ii) items listed on Schedule 4.1.4 to the Purchase Agreement, which shall have been obtained or made on or prior to, and shall be in full force and effect at the Closing (subject to the materiality exception set forth at the end of the next sentence) and (iiib) any other of the foregoing items required to be obtained from or made with any Person other than any Governmental Authority the where failure to obtain such approval, consent, waiver, authorization or other order, or to make whichsuch declaration, individually filing, registration, qualification or in recording would not materially and adversely affect the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect nor a material adverse effect on the Guarantor’s ability of Subscriber to consummate the transactions contemplated hereby. Except as set forth on Schedule 4.1.4 to Closing hereunder in accordance with the Purchase Agreement, neither the execution, delivery terms and performance conditions of this Agreement nor or any Guarantor Transaction Document and would not prevent the consummation of any of the transactions contemplated hereby (including, without limitation, the execution, delivery and performance of the other Closing Agreements) does or will constitute, result Guarantor from performing in or give rise to (i) a breach or violation or default under any Legal Requirement applicable to Subscriber, the Company or all material respects any of its Subsidiaries, (ii) a breach of or a default obligations under any Charter or By-Laws provision of Subscriber, this Agreement and the Company or any of its Subsidiaries, (iii) the acceleration of the time for performance of any obligation under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company or any of its Subsidiaries, (iv) the imposition of any Lien upon or the forfeiture of any Asset, other than any Asset held under any Lease-In, (v) a breach of or a default under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company or any of its Subsidiaries, or (vi) right to any severance payments other than by operation of law (including without limitation if such payments become due only if employment is terminated following the Closing), termination, right of termination, modification of terms or change in benefits or burdens under any Contractual Obligation (other than any Lease-In), other than in the case of clauses (i) through (vi) such as, individually or in the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect nor a material adverse effect on the ability of Subscriber to consummate the transactions contemplated herebyGuarantor Transaction Documents.
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Non-Contravention, etc. (a) No approval, consent, waiver, authorization or other order of, and no filing, registration, qualification or recording with, any Governmental Authority or any other Person (other than any party to any Lease-In other than the Company or any Subsidiary) is required to be obtained or made by or on behalf of Subscriber or the Company Issuer or any of its Subsidiaries in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby, except for (i) satisfaction of the requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements of 1976, as amended (the "HSR Act, ") and (ii) items listed on Schedule 4.1.4 to the Purchase Agreement, which shall have been obtained or made and shall be in full force and effect at the Closing (subject to the materiality exception set forth at the end of the next sentence) and (iii) any other of the foregoing items item required to be obtained from or made with any Person other than any a Governmental Authority the failure to obtain or make which, individually or in the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect on Issuer nor a material adverse effect on the ability of Subscriber Issuer to consummate the transactions contemplated hereby. Except as set forth on Schedule 4.1.4 to the Purchase Agreement, neither Neither the execution, delivery and performance of this Agreement nor the consummation of any of the transactions contemplated hereby (including, without limitation, the execution, delivery and performance by Issuer of its obligations under the other Closing AgreementsAgreements and its obligations in respect of the Preferred Shares in accordance with their terms) does or will constitute, result in or give rise to (i) a breach or violation or default under any Legal Requirement applicable to Subscriber, the Company Issuer or any of its SubsidiariesSubsidiaries (assuming the accuracy of the representations and warranties of Subscriber in Section 4.4), (ii) a breach of or a default under any Charter or By-Laws provision of Subscriber, the Company Issuer or any of its Subsidiaries, (iii) the acceleration of the time for performance of any obligation under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company Issuer or any of its Subsidiaries, (iv) the imposition of any Lien upon or the forfeiture of any Asset, other than asset of Issuer or any Asset held under any Lease-Inof its Subsidiaries, (v) a breach of or a default under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company Issuer or any of its Subsidiaries, or (vi) right to any severance payments other than by operation of law (including without limitation if such payments become due only if employment is terminated following the Closing), termination, right of termination, modification of terms or change in benefits or burdens under any Contractual Obligation (other than of Issuer or any Lease-In)of its Subsidiaries, other than in the case of clauses (i), (iii), (iv), (v) through and (vi) such as, individually or in the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect on Issuer nor a material adverse effect on the ability of Subscriber Issuer to consummate the transactions contemplated herebyhereby (including, without limitation, Issuer's ability to perform its obligations under the other Closing Agreements and its obligations in respect of the Preferred Shares in accordance with their terms).
Appears in 1 contract
Samples: Preferred Stock Subscription Agreement (TJX Companies Inc /De/)
Non-Contravention, etc. No approvalNone of (A) the execution, consentdelivery or performance by the Company of this Agreement, waiver(B) the issuance and delivery of the Company Shares and (C) consummation by the Company of the transactions contemplated hereby violate, authorization conflict with or other order constitute a breach of any of the terms or provisions of, and no filingor a default under (or an event that with notice or the lapse of time, registrationor both, qualification would constitute a default), or recording withrequire consent which has not been obtained under, or result in the imposition of a lien or encumbrance, or an acceleration of any Governmental Authority or any other Person (other than any party to any Lease-In other than the Company or any Subsidiary) is required to be obtained or made by or on behalf indebtedness of Subscriber or the Company or any of its Subsidiaries in connection with the executionsubsidiaries pursuant to, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby, except for (i) satisfaction any Requirement of the requirements of the HSR Act, Law or (ii) items listed on Schedule 4.1.4 any bond, debenture, note, indenture, mortgage, deed of trust or other agreement or instrument to which the Purchase AgreementCompany or any of its subsidiaries is a party or by which the Company or its subsidiaries or their properties is or may be bound, which shall have been obtained except in the case of clause (ii), for such violations, conflicts, breaches, defaults, consents, impositions of liens or made and shall be in full force and effect at the Closing accelerations that (subject to the materiality exception set forth at the end of the next sentencex) and (iii) any other of the foregoing items required to be obtained from or made with any Person other than any Governmental Authority the failure to obtain or make whichwould not singly, individually or in the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect nor a material adverse effect on the ability Effect. No consent, approval, authorization or order of, or filing, registration, qualification, license or permit of Subscriber to consummate the transactions contemplated hereby. Except as set forth on Schedule 4.1.4 to the Purchase Agreementor with, neither the execution(A) any court or governmental agency, delivery and performance of this Agreement nor the consummation of any of the transactions contemplated hereby body or administrative agency (including, without limitation, the FCC) or (B) any other person is required for (1) the execution, delivery and performance by the Company of this Agreement, (2) the issuance and delivery of the other Closing AgreementsCompany Shares and the transactions contemplated hereby, except (x) does or will constitutesuch as have been obtained and made (or, result in or give rise to (i) a breach or violation or default under any Legal Requirement applicable to Subscriber, the Company or any of its Subsidiaries, (ii) a breach of or a default under any Charter or By-Laws provision of Subscriber, the Company or any of its Subsidiaries, (iii) the acceleration of the time for performance of any obligation under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company or any of its Subsidiaries, (iv) the imposition of any Lien upon or the forfeiture of any Asset, other than any Asset held under any Lease-In, (v) a breach of or a default under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company or any of its Subsidiaries, or (vi) right to any severance payments other than by operation of law (including without limitation if such payments become due only if employment is terminated following the Closing), termination, right of termination, modification of terms or change in benefits or burdens under any Contractual Obligation (other than any Lease-In), other than in the case of clauses the Company's obligations under Article IV hereof (iregistration rights), will be obtained and made) through under the Securities Act, the Trust Indenture Act of 1939, as amended (vithe "TRUST INDENTURE ACT") and state securities or Blue Sky laws and regulations or such asas may be required by the NASD or (y) where the failure to obtain any such consent, individually approval, authorization or in the aggregateorder of, have and could or filing registration, qualification, license or permit would not reasonably be expected to have neither result in a Material Adverse Effect nor a material adverse effect on the ability of Subscriber to consummate the transactions contemplated herebyEffect.
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Non-Contravention, etc. No approval, consent, waiver, authorization or other order of, and no filing, registration, qualification or recording with, any Governmental Authority or any other Person (other than any party to any Lease-In other than the Company or any Subsidiary) is required to be obtained or made by or on behalf of Subscriber or the Company or any of its Subsidiaries in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby, except for (i) satisfaction of the requirements of the HSR Act, (ii) items listed on Schedule 4.1.4 to the Purchase Agreement, which shall have been obtained or made and shall be in full force and effect at the Closing (subject to the materiality exception set forth at the end of the next sentence) and (iii) any other of the foregoing items required to be obtained from or made with any Person other than any Governmental Authority the failure to obtain or make which, individually or in the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect nor a material adverse effect on the ability of Subscriber to consummate the transactions contemplated hereby. Except as set forth on Schedule 4.1.4 to the Purchase Agreement, neither the The execution, delivery and performance by each Pledgor of this Pledge Agreement nor and each other Loan Document executed or to be executed by such Pledgor (a) are within the consummation corporate or organizational power of such Pledgor, (b) will have been duly authorized by all necessary limited liability company, corporate, or partnership action on the part of such Pledgor when such Loan Document is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Document), (d) will not violate any provision of the transactions contemplated hereby charter, bylaws, organizational documents, or partnership agreement (includingcollectively, without limitationsuch Pledgor's "Organic Documents") of such Pledgor, the execution(e) will not violate any provision of Law applicable to such Pledgor, delivery and performance of the other Closing Agreementsthan such violations which individually or collectively would not reasonably be expected to constitute a Material Adverse Event, (f) does will not violate any material written or oral agreements, contracts, commitments, or understandings to which such Pledgor is a party, other than such violations which would not reasonably be expected to constitute a Material Adverse Event, or (g) will constitute, not result in the creation or give rise to (i) a breach or violation or default under any Legal Requirement applicable to Subscriber, the Company or any of its Subsidiaries, (ii) a breach of or a default under any Charter or By-Laws provision of Subscriber, the Company or any of its Subsidiaries, (iii) the acceleration of the time for performance of any obligation under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company or any of its Subsidiaries, (iv) the imposition of any Lien upon or the forfeiture on any asset of any AssetPledgor, other than any Asset held under any Lease-In, (v) a breach of as created by this Pledge Agreement or a default under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company or any of its Subsidiaries, or (vi) right to any severance payments other than by operation of law (including without limitation if such payments become due only if employment is terminated following the Closing), termination, right of termination, modification of terms or change in benefits or burdens under any Contractual Obligation (other than any Lease-In), other than in the case of clauses any Parent or Rigas Family member, not related to the Collateral. Each Pledgor has (ior will have upon consummation thereof) through (vi) such asall necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect any asset transfer, individually change of control, merger, or in consolidations permitted by the aggregate, have and could Loan Documents except where the failure to so obtain would not reasonably be expected to have neither be a Material Adverse Effect nor a material adverse effect on the ability of Subscriber to consummate the transactions contemplated herebyEvent.
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Non-Contravention, etc. No approval, consent, waiver, authorization or other order of, and no filing, registration, qualification or recording with, any Governmental Authority or any other Person (other than any party to any Lease-In other than the Company or any Subsidiary) is required to be obtained or made by or on behalf of Subscriber Seller or the Company or any of its Subsidiaries in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby, except for (i) satisfaction of the requirements of the HSR ActHart-Scott-Rodino Antitrust Improvements of 1976, as amendex (xxx "XXX Xxx), (ii) items listed on Schedule 4.1.4 to the Purchase Agreement, which shall have been obtained or made and shall be in full force and effect at the Closing (subject to the materiality exception set forth at the end of the next sentence) and (iii) any other of the foregoing items required to be obtained from or made with any Person other than any Governmental Authority which the failure to obtain or make whichmake, individually or in the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect nor a material adverse effect on the ability of Subscriber Seller to consummate the transactions contemplated hereby. Except as set forth on Schedule 4.1.4 to the Purchase Agreement4.1.4, neither the execution, delivery and performance of this Agreement nor the consummation of any of the transactions contemplated hereby (including, without limitation, the execution, delivery and performance of the other Closing Agreements) does or will constitute, result in or give rise to (i) a breach or violation or default under any Legal Requirement applicable to SubscriberSeller, the Company or any of its Subsidiaries, (ii) a breach of or a default under any Charter or By-Laws provision of SubscriberSeller, the Company or any of its Subsidiaries, (iii) the acceleration of the time for performance of any obligation under any Contractual Obligation (other than any Lease-In) of SubscriberSeller, the Company or any of its Subsidiaries, (iv) the imposition of any Lien upon or the forfeiture of any Asset, other than any Asset held under any Lease-In, (v) a breach of or a default under any Contractual Obligation (other than any Lease-In) of SubscriberSeller, the Company or any of its Subsidiaries, or (vi) right to any severance payments other than by operation of law (including without limitation if such payments become due only if employment is terminated following the Closing), termination, right of termination, modification of terms or change in benefits or burdens under any Contractual Obligation (other than any Lease-In), other than in the case of clauses (i), (iii), (iv), (v) through and (vi) such as, individually or in the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect nor a material adverse effect on the ability of Subscriber Seller to consummate the transactions contemplated hereby.
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Non-Contravention, etc. No Except for items listed on Schedule ---------------------- -------- 5.1.2, neither the execution, delivery or performance of this Agreement nor ----- the consummation of the Closing hereunder in accordance with the terms and conditions of this Agreement does or will constitute, result in or give rise to (i) a material breach, violation or default under any Legal Requirement applicable to any Iron Age Company, (ii) a material breach of or a default under any Charter or By-Laws provision of any Iron Age Company, (iii) the imposition of any material Lien upon any asset of any Iron Age Company or (iv) a material breach of or a default under (or the acceleration of, or the right of any Person to accelerate, the time for performance of any material obligation under), or the right of any Person to terminate, modify, or cancel, any Contractual Obligation of any Iron Age Company. Except as set forth in Schedule 5.1.2, no approval, consent, waiver, authorization or other order of, and no declaration, filing, registration, qualification or recording with, any Governmental Authority or any other Person (other than any party to any Lease-In other than the Company or any Subsidiary) is required to be obtained or made by or on behalf of Subscriber or the any Iron Age Company or any of its Subsidiaries in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated herebyClosing hereunder in accordance with the terms and conditions of this Agreement, except for those (i) satisfaction of the requirements of the HSR Act, (ii) items listed on Schedule 4.1.4 to the Purchase Agreement, which shall have been obtained or made on or prior to, and shall be in full force and effect at at, the Closing (subject to the materiality exception set forth at the end of the next sentence) Date and (iiiii) any other of the foregoing items required to be obtained from or made with any Person other than any Governmental Authority the where failure to obtain such approval, consent, waiver, authorization or other order, or to make whichsuch declaration, individually filing, registration, qualification or in the aggregate, have recording has not had and could is not reasonably be expected to have neither a Material Adverse Effect nor a material adverse effect on the ability of Subscriber to consummate the transactions contemplated hereby. Except as set forth on Schedule 4.1.4 to the Purchase Agreement, neither the execution, delivery and performance of this Agreement nor the consummation of any of the transactions contemplated hereby (including, without limitation, the execution, delivery and performance of the other Closing Agreements) does or will constitute, result in or give rise to (i) a breach or violation or default under any Legal Requirement applicable to Subscriber, the Company or any of its Subsidiaries, (ii) a breach of or a default under any Charter or By-Laws provision of Subscriber, the Company or any of its Subsidiaries, (iii) the acceleration of the time for performance of any obligation under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company or any of its Subsidiaries, (iv) the imposition of any Lien upon or the forfeiture of any Asset, other than any Asset held under any Lease-In, (v) a breach of or a default under any Contractual Obligation (other than any Lease-In) of Subscriber, the Company or any of its Subsidiaries, or (vi) right to any severance payments other than by operation of law (including without limitation if such payments become due only if employment is terminated following the Closing), termination, right of termination, modification of terms or change in benefits or burdens under any Contractual Obligation (other than any Lease-In), other than in the case of clauses (i) through (vi) such as, individually or in the aggregate, have and could reasonably be expected to have neither a Material Adverse Effect nor a material adverse effect on the ability of Subscriber to consummate the transactions contemplated herebyEffect.
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