Common use of Noncontravention; Consents Clause in Contracts

Noncontravention; Consents. Except for (a) certain filings and approvals necessary to comply with the applicable requirements of the Securities Act, the Securities Exchange Act and the "blue sky" laws and regulations of various states, (b) the approval by the New York Stock Exchange of the listing, upon official notice of issuance, of the shares of Parent Common Stock proposed to be issued pursuant to the Merger, (c) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (d) certain filings and approvals which may be necessary to comply with the rules and regulations of the Federal Aviation Administration and (e) the filing of a certificate of merger pursuant to the Delaware Act, neither the execution and delivery of this Agreement by the Parent Corporation or the Acquisition Corporation, nor the consummation by the Parent Corporation or the Acquisition Corporation of the transactions contemplated hereby, will constitute a violation of, be in conflict with, constitute or create (with or without notice or lapse of time or both) a default under, give rise to any right of termination, cancellation, amendment or acceleration with respect to, or result in the creation or imposition of any Lien upon any property of the Parent Corporation or any of its Subsidiaries pursuant to (i) the charter or bylaws of the Parent Corporation or any of its Subsidiaries, (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to which the Parent Corporation or any of its Subsidiaries is subject or (iii) any agreement or commitment to which the Parent Corporation or any of its Subsidiaries is a party or by which the Parent Corporation, any of its Subsidiaries or any of their respective properties is bound or subject, except, in the case of clauses (ii) and (iii) above, for such matters which, individually or in the aggregate, would not have a Parent Corporation Material Adverse Effect.

Noncontravention; Consents. Except for (a) certain filings and approvals necessary to comply with the applicable requirements of the Securities Act, the Securities Exchange Act and the "blue sky" laws and regulations of various states, (b) the approval by the New York Stock Exchange filing of the listing, upon official notice Certificate of issuance, of the shares of Parent Common Stock proposed to be issued Merger pursuant to the Merger, Delaware Act and any applicable documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business and (c) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice any filings required under the HSR Act, (d) certain filings and approvals which may be necessary to comply with the rules and regulations of the Federal Aviation Administration and (e) the filing of a certificate of merger pursuant to the Delaware ActNew York Stock Exchange, neither the execution and delivery of this Agreement by the Parent Corporation or the Acquisition CorporationCompany, nor the consummation by the Parent Corporation or the Acquisition Corporation Company of the transactions contemplated hereby, will constitute a violation of, be in conflict with, constitute or create (with or without notice or lapse of time or both) a default under, give rise to any right of termination, cancellation, amendment or acceleration with respect to, or result in the creation or imposition of any Lien lien, encumbrance, security interest or other claim (a "Lien") upon any property of the Parent Corporation Company or any of its Subsidiaries pursuant to (i) the charter certificate of incorporation or bylaws of the Parent Corporation Company or any of its Subsidiaries, (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to which the Parent Corporation Company or any of its Subsidiaries is subject or (iii) any agreement or commitment to which the Parent Corporation Company or any of its Subsidiaries is a party or by which the Parent Corporation, Company or any of its Subsidiaries or any of their respective properties is bound or subject, except, in the case of clauses (ii) and (iii) above, for such matters which, individually or in the aggregate, would are not reasonably likely to have a Parent Corporation Company Material Adverse EffectEffect and for such matters arising as a result of the Company not being the Surviving Corporation in the Merger.

Noncontravention; Consents. Except for (a) certain filings and approvals necessary to comply with the applicable requirements as disclosed in Section 3.5 of the Securities ActDisclosure Schedule, the Securities Exchange Act and the "blue sky" laws and regulations of various states, (b) the approval by the New York Stock Exchange of the listing, upon official notice of issuance, of the shares of Parent Common Stock proposed to be issued pursuant to the Merger, (c) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (d) certain filings and approvals which may be necessary to comply with the rules and regulations of the Federal Aviation Administration and (e) the filing of a certificate of merger pursuant to the Delaware Act, neither the execution and delivery by Seller and Parent of this Agreement and by Parent, Seller and/or their applicable Affiliates with respect to the Parent Corporation or the Acquisition Corporation, nor Ancillary Agreements do not and the consummation by the Seller and Parent Corporation or the Acquisition Corporation of the transactions contemplated herebyby this Agreement and the consummation by Parent, Seller and/or their applicable Affiliates with respect to the transactions contemplated by the Ancillary Agreements will constitute a violation ofnot, be (i) conflict with any of the provisions of the certificate of incorporation or by-laws of the Company or the comparable organizational documents of USIS or of Parent, Seller and their applicable Affiliates, (ii) subject to the matters referred to in the next sentence, conflict with, constitute result in a breach of or create default (with or without notice or lapse of time time, or both) a default under, give rise to any a right of termination, cancellationamendment, amendment acceleration or acceleration with respect tocancellation under, or result in the creation or imposition of any Lien upon on any material property or asset of the Parent Corporation Company, USIS or the Business under any of its Subsidiaries pursuant to (i) the charter Contract, Permit, franchise, license or bylaws of the Parent Corporation or any of its Subsidiaries, (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree instrument to which Parent, Seller, any applicable Affiliates of Parent or Seller, the Parent Corporation Company or any of its Subsidiaries is subject or (iii) any agreement or commitment to which the Parent Corporation or any of its Subsidiaries USIS is a party or by which their respective assets are subject or bound, (iii) subject to the matters referred to in the next sentence, contravene any Applicable Law or Governmental Order applicable to Parent, Seller, any applicable Affiliate of Parent Corporationor Seller, the Company, or USIS, (iv) result in a breach or violation, constitute a default under, or otherwise cause an impairment or revocation of, any material Permit related to the Business or (v) result in any material incremental restriction or obligation on the operation or scope of the Business or on Buyer or its Affiliates after the Closing, or the grant of any material incremental rights by the Company, USIS or Buyer or any of its Subsidiaries Affiliates after the Closing under any Contract or Permit to which the Company or USIS is a party or by which any of their respective properties or assets are subject or bound. No consent, approval or authorization of, or declaration or filing with, or notice to, any court or governmental or regulatory authority or agency, arbitral body or Self-Regulatory Organization, domestic or foreign (a “Governmental Entity”) or Third Party Consent is bound required by or subjectwith respect to Parent, exceptSeller, any applicable Affiliate of Parent or Seller, the Company or USIS in connection with the case execution and delivery of clauses this Agreement and the Ancillary Agreements by Parent, Seller, any applicable Affiliate of Parent and Seller, the Company and USIS or the consummation by Parent, Seller, any applicable Affiliate of Parent and Seller, the Company and USIS of any of the transactions contemplated hereby and thereby except for (i) the approvals, filings and notices required under the insurance laws of the jurisdictions set forth in Section 3.5 of the Disclosure Schedule, (ii) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 3.5 of the Disclosure Schedule and (iii) abovesuch other consents, for such matters whichapprovals, individually authorizations, declarations, filings or notices (other than those required under the insurance laws of the jurisdictions set forth in Section 3.5 of the aggregateDisclosure Schedule), the failure of which to be obtained or made would not have a Parent Corporation Material Adverse Effectbe material to the Business.

Noncontravention; Consents. Except for (a) certain filings and approvals necessary to comply with the applicable requirements of the Securities Act, the Securities Exchange Act and the "blue sky" laws and regulations of various states, (b) the approval by the New York Stock Exchange filing of the listing, upon official notice Certificate of issuance, of Merger under the shares of Parent Common Stock proposed to be issued pursuant to the Merger, Delaware Act and (c) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice any filings required under the HSR Act, (d) certain filings and approvals which may be necessary to comply with the rules and regulations of the Federal Aviation Administration and (e) the filing of a certificate of merger pursuant to the Delaware ActNew York Stock Exchange, neither the execution and delivery of this Agreement by the Parent Corporation or the Acquisition CorporationPurchaser, nor the consummation by the Parent Corporation or the Acquisition Corporation Purchaser of the transactions contemplated hereby, will constitute a violation of, be in conflict with, constitute or create (with or without notice or lapse of time or both) a default under, give rise to any right of termination, cancellation, amendment or acceleration with respect to, or result in the creation or imposition of or any Lien upon any property of the Parent Corporation or any the Purchaser, or result in the breach of its Subsidiaries pursuant to (i) the charter certificate of incorporation or bylaws of the Parent Corporation or any of its Subsidiariesthe Purchaser, (ii) any constitutional provision, law, rule, regulation, permit, order, writ, injunction, judgment or decree to which the Parent Corporation Parent, the Purchaser, any of the Parent's Subsidiaries or any of its Subsidiaries their respective properties is bound or is subject or (iii) any agreement or commitment to which the Parent Corporation Parent, the Purchaser or any of its the Parent's Subsidiaries is a party or by which the Parent CorporationParent, any of its Subsidiaries the Purchaser or any of their respective properties the Parent's Subsidiaries is bound or subject, except, in the case of clauses (ii) and (iii) above, for such matters which, individually or in the aggregate, would are not reasonably likely to have a Parent Corporation Material Adverse Effect. The Parent has received all requisite approvals from the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amendex, xxx xxx xxxxisite waiting periods thereunder have expired, in each case with respect to the Offer, the Merger and the other transactions contemplated hereby.

Noncontravention; Consents. Except for (a) certain filings and approvals necessary to comply with the applicable requirements None of the Securities Act, the Securities Exchange Act and the "blue sky" laws and regulations of various states, (b) the approval by the New York Stock Exchange of the listing, upon official notice of issuance, of the shares of Parent Common Stock proposed to be issued pursuant to the Merger, (c) the filing of a Notification and Report Form and related material with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act, (d) certain filings and approvals which may be necessary to comply with the rules and regulations of the Federal Aviation Administration and (e) the filing of a certificate of merger pursuant to the Delaware Act, neither the execution and delivery of this Agreement by the Parent Corporation or the and Acquisition CorporationSub, nor the consummation by the Parent Corporation or the Acquisition Corporation Sub of the transactions contemplated herebyTransactions or compliance by Parent or Acquisition Sub with any of the provisions of this Agreement will (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational or governing documents) of (x) Parent or (y) Acquisition Sub, will (ii) assuming the consents, approvals and authorizations specified in Section 4.4(b) have been received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver has been satisfied, conflict with or violate any Law applicable to Parent or Acquisition Sub or by which any property or asset of Parent or Acquisition Sub is bound or affected or (iii) result in any breach of or constitute a violation of, be in conflict with, constitute default (or create (an event which with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right of termination, cancellationamendment, amendment acceleration or acceleration with respect tocancellation of, or result in the creation or imposition of any a Lien upon on any property or asset of the Parent Corporation or Acquisition Sub pursuant to, any note, bond, mortgage, indenture or credit agreement, or any of its Subsidiaries pursuant to (i) the charter or bylaws of the Parent Corporation or any of its Subsidiariesother contract, (ii) any constitutional provisionagreement, lawlease, rule, regulationlicense, permit, order, writ, injunction, judgment franchise or decree other instrument or obligation to which the Parent Corporation or any of its Subsidiaries is subject or (iii) any agreement or commitment to which the Parent Corporation or any of its Subsidiaries Acquisition Sub is a party or by which the Parent Corporation, any of its Subsidiaries or Acquisition Sub or any property or asset of their respective properties Parent or Acquisition Sub is bound or subjectbound, exceptother than, in the case of clauses (ii) and (iii) above), for any such matters whichviolations, breaches, defaults, rights, terminations, amendments, accelerations, or cancellations which would not have, individually or in the aggregate, would not have a Parent Corporation Material Adverse Effect.