Common use of Noncontravention; Consents Clause in Contracts

Noncontravention; Consents. Neither the execution and delivery of this Agreement by ACP, nor the consummation by ACP of the transactions contemplated by this Agreement, nor performance or compliance by ACP with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate or articles of incorporation, code of regulations, by-laws or other comparable charter or organizational documents of ACP or (ii) assuming (A) that the actions described in Section 4.02(a) of the Merger Agreement have been completed, (B) that the authorizations, consents and approvals referred to in this Section 3.4 are obtained and (C) that the filings referred to in this Section 3.4 are made and any waiting periods thereunder have terminated or expired, in the case of each of clauses (A) through (C), prior to the Effective Time, (x) conflict with, contravene or violate any Law, judgment, writ or injunction of any Governmental Entity applicable to ACP or the Companies or (y) conflict with, contravene or violate or constitute a default or breach under any of the terms, conditions or provisions of any Contract to which ACP or any of the Companies is a party or accelerate ACP’s or any of the Companies’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not reasonably be expected to have a Parent Material Adverse Effect. Except for (a) compliance with the applicable requirements of the Exchange Act, (b) compliance with the rules and regulations of the NASDAQ Stock Market, (c) the filing of appropriate documents with the relevant authorities of other jurisdictions in which any of the Companies is qualified to do business, (d) compliance with any applicable state securities or blue sky laws and (e) the Regulatory Approvals as set forth in Section 3.4 of the Disclosure Schedule, no consent or approval of, action by or in respect of, or filing, license, permit or authorization, declaration or registration with, any court or governmental or regulatory authority or agency, domestic or foreign (a “Governmental Entity”), the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereunder, other than such other consents, approvals, filings, licenses, permits or authorizations, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have a Material Adverse Effect.

Noncontravention; Consents. Neither the execution and delivery of this Agreement by ACPSeller, nor the consummation by ACP Seller of the transactions contemplated by this Agreement, nor performance or compliance by ACP Seller with any of the terms or provisions hereof, will (i) conflict with or violate any provision of the certificate or articles of incorporation, code of regulations, by-laws or other comparable charter or organizational documents of ACP Seller or (ii) assuming (A) that the actions described in Section 4.02(a) of the Merger Agreement have been completed, (B) that the authorizations, consents and approvals referred to in this Section 3.4 are obtained and (C) that the filings referred to in this Section 3.4 are made and any waiting periods thereunder have terminated or expired, in the case of each of clauses (A) through (C), prior to the Effective Time, (x) conflict with, contravene or violate any Law, judgment, writ or injunction of any Governmental Entity applicable to ACP Seller or the Companies or (y) conflict with, contravene or violate or constitute a default or breach under any of the terms, conditions or provisions of any Contract to which ACP Seller or any of the Companies is a party or accelerate ACPSeller’s or any of the Companies’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not reasonably be expected to have a Parent Material Adverse Effect. Except for (a) compliance with the applicable requirements of the Exchange Act, (b) compliance with the rules and regulations of the NASDAQ Stock Market, (c) the filing of appropriate documents with the relevant authorities of other jurisdictions in which any of the Companies is qualified to do business, (d) filings required under, and compliance with other applicable requirements of, the HSR Act, and such other consents, approvals, filings, authorizations, declarations or registrations as are required to be made or obtained under any non-U.S. Antitrust Laws, in each case as set forth in Section 3.4 of the Disclosure Schedule, (e) compliance with any applicable state securities or blue sky laws and (ef) the Regulatory Approvals as set forth in Section 3.4 of the Disclosure Schedule, no consent or approval of, action by or in respect of, or filing, license, permit or authorization, declaration or registration with, any court or governmental or regulatory authority or agency, domestic or foreign (a “Governmental Entity”), the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereunder, other than such other consents, approvals, filings, licenses, permits or authorizations, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have a Material Adverse Effect.

Noncontravention; Consents. Neither the execution and delivery of this Agreement or the other Transaction Documents by ACP, nor the consummation by ACP of the transactions contemplated by this Agreementhereby or thereby, nor performance or compliance by ACP with any of the terms or provisions hereofhereof or thereof, will (i) conflict with or violate any provision of the certificate or articles of incorporation, code of regulations, by-laws or other comparable charter or organizational documents of ACP or (ii) assuming (A) that the actions described in Section 4.02(a) of the Merger Agreement have been completed, (B) that the authorizations, consents and approvals referred to in this Section 3.4 3.3 are obtained and (C) that the filings referred to in this Section 3.4 3.3 are made and any waiting periods thereunder have terminated or expired, in the case of each of clauses (A) through (C), prior to the Effective Time, (x) conflict with, contravene or violate any Law, judgment, writ or injunction of any Governmental Entity applicable to ACP or the Tower Companies or (y) conflict with, contravene or violate or constitute a default or breach under any of the terms, conditions or provisions of any Contract to which ACP or any of the Tower Companies is a party or accelerate ACP’s or any of the Tower Companies’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not reasonably be expected to have a Parent Material Adverse Effect. Except for (a) compliance with the applicable requirements of the Securities Exchange ActAct of 1934, as amended, and the rules and regulations promulgated thereunder, (b) compliance with the rules and regulations of the NASDAQ Stock Market, (c) the filing of appropriate documents with the relevant authorities of other jurisdictions in which any of the Tower Companies is qualified to do business, (d) compliance with any applicable state securities or blue sky laws and (e) the Regulatory Approvals as set forth in Section 3.4 3.3 of the Disclosure Schedule, no consent or approval of, action by or in respect of, or filing, license, permit or authorization, declaration or registration with, any court or governmental or regulatory authority or agency, domestic or foreign (a “Governmental Entity”), the performance by the Company ACP of its obligations hereunder pursuant to this Agreement and the other Transaction Documents and the consummation by the Company ACP of the transactions contemplated hereunder, other than such other consents, approvals, filings, licenses, permits or authorizations, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have a Material Adverse Effecthereunder and thereunder.

Noncontravention; Consents. Neither the execution The execution, delivery and delivery performance of this Agreement by ACPthe Company, nor the consummation by ACP of the transactions contemplated by this Agreement, nor performance or hereby and the compliance by ACP the Company with any of the terms or provisions hereof, hereof do not and will not (i) conflict with, or result in a breach or default (with or violate without notice or lapse of time, or both) under, any provision of the provisions of the certificate of incorporation or articles bylaws of incorporation, code of regulations, by-laws the Company or other the comparable charter or organizational documents of ACP or any Subsidiary of the Company, (ii) assuming (A) that violate, conflict with or result in the actions described in Section 4.02(a) breach of any of the Merger Agreement have been completedterms of, result in any modification of, accelerate or permit the acceleration of the performance required by, otherwise give any other contracting party the right to terminate, or constitute (Bwith or without notice or lapse of time, or both) that a default under, give rise to any requirement to obtain any authorization, consent or approval under, or create any lien, pledge, security interest or other encumbrance on any assets pursuant to, any contract applicable to the authorizationsCompany or any of its Subsidiaries or (iii) violate any statute, consents and approvals referred law, regulation or order, judgment, injunction, award or decree of any federal, state, local or foreign government, court, administrative, regulatory or other governmental agency, commission, or authority or any non-governmental United States or foreign self-regulatory agency, commission or authority or any arbitral tribunal ("Governmental Entity") against, or binding upon, or any agreement with, or condition imposed by, any Governmental Entity, foreign or domestic, with respect to in this Section 3.4 are obtained and (C) that the filings referred to in this Section 3.4 are made and Company or any waiting periods thereunder have terminated or expiredof its Subsidiaries, which, in the case of each of clauses (Aii) through and (C)iii) of this Section 3.7 would, prior individually or in the aggregate, have a Material Adverse Effect on the Company. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity, is required by or with respect to the Effective TimeCompany or any of its Subsidiaries in connection with the execution, (x) conflict withdelivery and performance of this Agreement, contravene or violate any Law, judgment, writ or injunction the consummation of any Governmental Entity applicable to ACP the transactions contemplated hereby or the Companies or (y) conflict with, contravene or violate or constitute a default or breach under compliance by the Company with any of the termsprovisions hereof except for (i) the filing with the SEC of a proxy statement relating to the approval of this Agreement and the transactions contemplated hereby by the Company's shareholders and such reports, conditions or provisions filings and statements under the Securities Exchange Act of any Contract to which ACP or any 1934, as amended (the "Exchange Act") as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) the filing of the Companies is a party or accelerate ACP’s or any certificate of merger with the office of the Companies’Secretary of State of the State of New Jersey, if applicable(iii) the filing of premerger notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, obligations under any such Contract, except, in as amended (the case of clause (ii"XXX Xxx"), as would not reasonably be expected to have a Parent Material Adverse Effect. Except for (axx) compliance xompliance with the any applicable requirements of the Exchange Act, (b) compliance with the rules and regulations of the NASDAQ Stock Nasdaq National Market, (cv) the filing of appropriate documents with approvals, filings and notices required under the relevant authorities of other jurisdictions in which any applicable insurance statutes and laws, rules, regulations, directives, orders or decrees of the Companies is qualified Governmental Entity charged with supervision of insurance companies of such jurisdiction and court decisions relating to do business, the foregoing (dthe "Insurance Laws") compliance with any applicable state securities or blue sky laws and (e) of the Regulatory Approvals as jurisdictions set forth in Section 3.4 3.7 of the Company Disclosure ScheduleLetter, no consent or approval of, action by or in respect of, or filing, license, permit or authorization, declaration or registration with, any court or governmental or regulatory authority or agency, domestic or foreign (a “Governmental Entity”), the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereunder, other than vi) such other consents, approvals, filings, licenses, permits or authorizations, declarations declarations, filings or registrations thatnotices as are set forth in Section 3.7 of the Company Disclosure Letter and (vii) such other consents, approvals, authorizations, declarations, filings or notices which if not obtainedobtained or made would not, made individually or givenin the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect on the Company.

Noncontravention; Consents. Neither the execution The execution, delivery and delivery performance of this Agreement by ACPthe Company, nor the consummation by ACP of the transactions contemplated by this Agreement, nor performance or hereby and the compliance by ACP the Company with any of the terms or provisions hereof, hereof do not and will not (i) conflict with, or result in a breach or default (with or violate without notice or lapse of time, or both) under, any provision of the provisions of the certificate of incorporation or articles bylaws of incorporation, code of regulations, by-laws the Company or other the comparable charter or organizational documents of ACP or any Subsidiary of the Company, (ii) assuming (A) that violate, conflict with or result in the actions described in Section 4.02(a) breach of any of the Merger Agreement have been completedterms of, result in any modification of, accelerate or permit the acceleration of the performance required by, otherwise give any other contracting party the right to terminate, or constitute (Bwith or without notice or lapse of time, or both) that a default under, give rise to any requirement to obtain any authorization, consent or approval under, or create any lien, pledge, security interest or other encumbrance on any assets pursuant to, any contract applicable to the authorizationsCompany or any of its Subsidiaries or (iii) violate any statute, consents and approvals referred law, regulation or order, judgment, injunction, award or decree of any federal, state, local or foreign government, court, administrative, regulatory or other governmental agency, commission, or authority or any non-governmental United States or foreign self-regulatory agency, commission or authority or any arbitral tribunal ("Governmental Entity") against, or binding upon, or any agreement with, or condition imposed by, any Governmental Entity, foreign or domestic, with respect to in this Section 3.4 are obtained and (C) that the filings referred to in this Section 3.4 are made and Company or any waiting periods thereunder have terminated or expiredof its Subsidiaries, which, in the case of each of clauses (Aii) through and (C)iii) of this Section 3.7 would, prior individually or in the aggregate, have a Material Adverse Effect on the Company. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity, is required by or with respect to the Effective TimeCompany or any of its Subsidiaries in connection with the execution, (x) conflict withdelivery and performance of this Agreement, contravene or violate any Law, judgment, writ or injunction the consummation of any Governmental Entity applicable to ACP the transactions contemplated hereby or the Companies or (y) conflict with, contravene or violate or constitute a default or breach under compliance by the Company with any of the termsprovisions hereof except for (i) the filing with the SEC of a proxy statement relating to the approval of this Agreement and the transactions contemplated hereby by the Company's shareholders and such reports, conditions or provisions filings and statements under the Securities Exchange Act of any Contract to which ACP or any of 1934, as amended (the Companies is a party or accelerate ACP’s or any of "Exchange Act") as may be required in connection with this Agreement and the Companies’transactions contemplated hereby, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not reasonably be expected to have a Parent Material Adverse Effect. Except for (a) compliance with the applicable requirements of the Exchange Act, (b) compliance with the rules and regulations of the NASDAQ Stock Market, (c) the filing of appropriate documents the certificate of merger with the relevant authorities of other jurisdictions in which any office of the Companies is qualified to do businessSecretary of State of the State of New Jersey, (diii) the filing of premerger notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), (xx) compliance with any applicable state securities or blue sky laws and requirements of the Nasdaq National Market, (ev) the Regulatory Approvals as approvals, filings and notices required under the applicable insurance statutes and laws, rules, regulations, directives, orders or decrees of the Governmental Entity charged with supervision of insurance companies of such jurisdiction and court decisions relating to the foregoing (the "Insurance Laws") of the jurisdictions set forth in Section 3.4 3.7 of the Company Disclosure ScheduleLetter, no consent or approval of, action by or in respect of, or filing, license, permit or authorization, declaration or registration with, any court or governmental or regulatory authority or agency, domestic or foreign (a “Governmental Entity”), the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereunder, other than vi) such other consents, approvals, filings, licenses, permits or authorizations, declarations declarations, filings or registrations thatnotices as are set forth in Section 3.7 of the Company Disclosure Letter and (vii) such other consents, approvals, authorizations, declarations, filings or notices which if not obtainedobtained or made would not, made individually or givenin the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect on the Company.

Noncontravention; Consents. Neither Except for (a) filings and approvals necessary to comply with the applicable requirements of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "Exchange Act") and the "blue sky" laws and regulations of various states, (b) filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (txx "XXX Xxx"), xnd any other applicable competition, merger control, antitrust or similar laws or regulations set forth in the Company Disclosure Letter (collectively with the HSR Act, the "Antitrust Laws"), (c) approval of the Merger by the Company's Stockholders and the filing of the Certificate of Merger pursuant to the Delaware Act, and any similar certificates or filings to be made pursuant to the corporation laws of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, and (d) any filings required under the rules and regulations of The Nasdaq Stock Market, neither the execution and delivery of this Agreement by ACPthe Company, nor the consummation by ACP the Company of the transactions contemplated by this Agreement, nor performance or compliance by ACP with any of the terms or provisions hereofhereby, will (i) violate or conflict with or violate any provision of the certificate of incorporation or articles bylaws of incorporationthe Company or any of its Subsidiaries, code of regulations, by-laws or other comparable charter or organizational documents of ACP or (ii) assuming (A) that the actions described result in Section 4.02(a) of the Merger Agreement have been completeda violation or breach of, (B) that the authorizations, consents and approvals referred to be in this Section 3.4 are obtained and (C) that the filings referred to in this Section 3.4 are made and any waiting periods thereunder have terminated or expired, in the case of each of clauses (A) through (C), prior to the Effective Time, (x) conflict with, contravene or violate any Law, judgment, writ or injunction of any Governmental Entity applicable to ACP or the Companies or (y) conflict with, contravene or violate or constitute or create (with or without due notice or lapse of time or both) a default (or breach give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any Contract Company Material Agreement (as defined in Section 3.10), (iii) violate any order, writ, judgment, injunction, decree, law, statute, rule, order or regulation applicable to which ACP the Company, any of its Subsidiaries or any of their properties or assets, (iv) require any filing or registration with, notification to, or authorization, consent or approval of, any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign (each a "Governmental Entity") or (v) result in the Companies is a party creation or accelerate ACP’s imposition of any Lien on any of the property or assets of the Company or any of the Companies’, if applicable, obligations under any such Contract, except, its Subsidiaries; except in the case of clause clauses (ii), as (iii) (iv) and (v) for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to obtain would not not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Except for (a) compliance with the applicable requirements of the Exchange Act, (b) compliance with the rules and regulations of the NASDAQ Stock Market, (c) the filing of appropriate documents with the relevant authorities of other jurisdictions in which any of the Companies is qualified to do business, (d) compliance with any applicable state securities or blue sky laws and (e) the Regulatory Approvals as set forth in Section 3.4 of the Disclosure Schedule, no consent or approval of, action by or in respect of, or filing, license, permit or authorization, declaration or registration with, any court or governmental or regulatory authority or agency, domestic or foreign (a “Governmental Entity”), the performance by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereunder, other than such other consents, approvals, filings, licenses, permits or authorizations, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have a Material Adverse Effect.