Common use of Conflicts; Defaults; Etc Clause in Contracts

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by the Company, its compliance with the terms hereof, and consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any contract, instrument or agreement to which the Parent, the Company or any of their respective Subsidiaries is a party or by which they are bound, or to which any of the assets of the Company or any of its Subsidiaries are subject; (ii) conflict with or violate the articles of incorporation or by-laws, or any other equivalent organizational document(s), of the Company or any of its Subsidiaries; (iii) breach or violate any Applicable Law or Applicable Order, in each case, applicable to the Company or any of its Subsidiaries; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which the Company or any of its Subsidiaries is a Party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any Governmental Authority, except, in the cases of clauses (i) and (iii)–(v), for such conflicts, breaches, defaults, violations or failures to obtain such consents or approvals or make or obtain such filings, notices, consents and approvals as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by the CompanyServicer, its compliance with the terms hereof, and the consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any contract, instrument or agreement to which the Parent, the Company Servicer or any of their respective its Subsidiaries is a party or by which they are bound, or to which any of the assets of the Company Servicer or any of its Subsidiaries are subject; (ii) conflict with or violate the articles of incorporation or by-laws, or any other equivalent organizational document(s), of the Company Servicer or any of its Subsidiaries; (iii) breach or violate any Applicable Law or Applicable Order, in each case, applicable to the Company Servicer or any of its Subsidiaries; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which the Company Servicer or any of its Subsidiaries is a Party party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any Governmental Authority, except, in the cases of clauses (i) and (iii)–(viii)-(v), for such conflicts, breaches, defaults, violations or failures to obtain such consents or approvals or make or obtain such filings, notices, consents and approvals as would not reasonably be expected to have, individually or in the aggregate, a Company Servicer Material Adverse Effect.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by the CompanyBank, its compliance with the terms hereof, and the consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any contract, instrument or agreement to which the Parent, the Company Bank or any of their respective its Subsidiaries is a party or by which they are bound, or to which any of the assets of the Company Bank or any of its Subsidiaries are subject; (ii) conflict with or violate the articles of incorporation or by-laws, or any other equivalent organizational document(s), of the Company Bank or any of its Subsidiaries; (iii) breach or violate any Applicable Law or Applicable Order, in each case, applicable to the Company Bank or any of its Subsidiaries; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which the Company Bank or any of its Subsidiaries is a Party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any Governmental Authority, except, in the cases of clauses (i) and (iii)–(viii)-(v), for such conflicts, breaches, defaults, violations or failures to obtain such consents or approvals or make or obtain such filings, notices, consents and approvals as would not reasonably be expected to have, individually or in the aggregate, a Company Bank Material Adverse Effect.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by the Company, its compliance with the terms hereof, and consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any contract, instrument or agreement to which the Parent, the Company or any of their respective its Subsidiaries is a party or by which they are bound, or to which any of the assets of the Company or any of its Subsidiaries are subject; (ii) conflict with or violate the articles of incorporation or by-laws, or any other equivalent organizational document(s), of the Company or any of its Subsidiaries; (iii) breach or violate any Applicable Law or Applicable Order, in each case, applicable to the Company or any of its Subsidiaries; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which the Company or any of its Subsidiaries is a Party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any Governmental Authority, except, in the cases of clauses (i) and (iii)–(viii)-(v), for such conflicts, breaches, defaults, violations or failures to obtain such consents or approvals or make or obtain such filings, notices, consents and approvals as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by the CompanyBank, its compliance by it with the terms hereof, and consummation by it of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any contract, instrument or agreement to which the Parent, the Company or any of their respective Subsidiaries Bank is a party or by which they are it is bound, or to which any of the assets of the Company or any of its Subsidiaries are Bank is subject; (ii) conflict with or violate the articles of incorporation or by-laws, or any other equivalent organizational document(s), of the Company or any of its SubsidiariesBank; (iii) breach or violate any Applicable Law Law, Applicable Order or Applicable Orderthe by-laws or other membership or operating rules of the Card Association, in each case, applicable to the Company or any of its SubsidiariesBank; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which the Company or any of its Subsidiaries Bank is a Party party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any Governmental Authority, except, in the cases of clauses (i), (iv) and (iii)–(vv), for such conflicts, breaches, defaults, violations or failures to obtain such consents or approvals or make or obtain such filings, notices, consents and approvals as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect upon the Program, and except, in the case of clause (iii), for any immaterial breach or violation of any such Applicable Law, Applicable Order, by-laws or rules.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by each of the CompanyBank Companies, its their compliance with the terms hereof, and the consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any contract, instrument or agreement to which the Parent, the Company any of Bank Parent or any of their respective its Subsidiaries is a party Party or by which they are bound, or to which any of the assets of the Company Bank Parent or any of its Subsidiaries are subject; (ii) conflict with or violate the articles of incorporation or by-laws, or any other equivalent organizational document(s), of the Company or any of its SubsidiariesBank Companies; (iii) breach or violate any Applicable Law or Applicable Order, in each case, applicable to the Company or any of its SubsidiariesBank Companies; (iv) require the consent or approval of any other party Party to any contract, instrument or commitment to which the any Bank Company or any of its Subsidiaries is a Party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any Governmental Authority, except, in the cases of clauses (i) and (iii)–(viii)-(v), for such conflicts, breaches, defaults, violations or failures to obtain such consents or approvals or make or obtain such filings, notices, consents and approvals as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect upon the Bank Companies, the Program, the Accounts, Cardholder Indebtedness or the ability of the Bank Companies to perform their obligations under this Agreement.

Conflicts; Defaults; Etc. The Subject to receipt of any licenses and qualifications required for NMG to perform its servicing obligations under the Servicing Agreement, the execution, delivery and performance of this Agreement by each of the CompanyNMG Companies, its their compliance with the terms hereof, and consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any contract, instrument or agreement to which the Parent, the Company NMG or any of their respective its Subsidiaries is a party or by which they are bound, or to which any of the assets of the Company NMG or any of its Subsidiaries are subject; (ii) conflict with or violate the articles of incorporation or by-laws, or any other equivalent organizational document(s), of the Company or any of its SubsidiariesNMG Companies; (iii) breach or violate any Applicable Law or Applicable Order, in each case, applicable to the Company or any of its SubsidiariesNMG Companies; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which the any NMG Company or any of its Subsidiaries is a Party party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any Governmental Authority, except, in the cases of clauses (i) and (iii)–(viii)-(v), for such conflicts, breaches, defaults, violations or failures to obtain such consents or approvals or make or obtain such filings, notices, consents and approvals as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect upon the NMG Companies, the Program, the Accounts, Cardholder Indebtedness or the NMG Companies’ ability to perform their obligations under this Agreement.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by each of the CompanyFDS Companies, its compliance by each of them with the terms hereof, and consummation by each of them of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any contract, instrument or agreement to which the Parent, the Company FDS or any of their respective its Subsidiaries is a party or by which they are bound, or to which any of the assets of the Company FDS or any of its Subsidiaries are subject; (ii) conflict with or violate the articles of incorporation or by-laws, or any other equivalent organizational document(s), of the Company or any of its SubsidiariesFDS Companies; (iii) breach or violate any Applicable Law Law, Applicable Order or Applicable Orderthe by-laws or other membership or operating rules of the Card Association, in each case, applicable to the Company or any of its SubsidiariesFDS Companies; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which the any FDS Company or any of its Subsidiaries is a Party party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any Governmental Authority, except, in the cases of clauses (i), (iv) and (iii)–(vv), for such conflicts, breaches, defaults, violations or failures to obtain such consents or approvals or make or obtain such filings, notices, consents and approvals as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect upon the Program and, except in the case of clause (iii), for any immaterial breach or violation of any such Applicable Law, Applicable Order, by-law or rules.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by the CompanyBank, its compliance with the terms hereof, and the consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any contract, instrument or agreement to which the Parent, the Company any of Bank or any of their respective its Subsidiaries is a party Party or by which they are bound, or to which any of the assets of the Company Bank or any of its Subsidiaries are subject; (ii) conflict with or violate the articles of incorporation or by-laws, or any other equivalent organizational document(s), of the Company or any of its SubsidiariesBank; (iii) breach or violate any Applicable Law or Applicable Order, in each case, applicable to the Company or any of its SubsidiariesBank; (iv) require the consent or approval of any other party Party to any contract, instrument or commitment to which the Company or any of its Subsidiaries Bank is a Party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any Governmental Authority, except, in the cases of clauses (i) and (iii)–(viii)-(v), for such conflicts, breaches, defaults, violations or failures to obtain such consents or approvals or make or obtain such filings, notices, consents and approvals as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect upon the Bank, the Program, the Accounts, Cardholder Indebtedness or the ability of the Bank to perform their obligations under this Agreement.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by the CompanyBank, its compliance with the terms hereof, and the consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any contract, instrument or agreement to which the Parent, the Company any of Bank Parent or any of their respective its Subsidiaries is a party or by which they are bound, or to which any of the assets of the Company Bank Parent or any of its Subsidiaries are subject; (ii) conflict with or violate the articles of incorporation or by-laws, or any other equivalent organizational document(s), of the Company Bank Parent or any of its Subsidiaries; (iii) breach or violate any Applicable Law or Applicable Order, in each case, applicable to the Company Bank Parent or any of its Subsidiaries; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which the Company Bank Parent or any of its Subsidiaries is a Party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any Governmental Authority, except, in the cases of clauses (i) and (iii)–(viii)-(v), for such conflicts, breaches, defaults, violations or failures to obtain such consents or approvals or make or obtain such filings, notices, consents and approvals as would not reasonably be expected to have, individually or in the aggregate, a Company Bank Material Adverse Effect.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by each of the CompanyMacy’s Companies, its compliance by each of them with the terms hereof, and consummation by each of them of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any contract, instrument or agreement to which the Parent, the Company Macy’s or any of their respective its Subsidiaries is a party or by which they are bound, or to which any of the assets of the Company 77 Macy’s or any of its Subsidiaries are subject; (ii) conflict with or violate the articles of incorporation or by-laws, or any other equivalent organizational document(s), of the Company or any of its SubsidiariesMacy’s Companies; (iii) breach or violate any Applicable Law Law, Applicable Order or Applicable Orderthe by-laws or other membership or operating rules of the Card Association, in each case, applicable to the Company or any of its SubsidiariesMacy’s Companies; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which the any Macy’s Company or any of its Subsidiaries is a Party party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any Governmental Authority, exceptexcept for, in the cases of clauses (i), (iv) and (iii)–(vv), for such conflicts, breaches, defaults, violations or failures to obtain such consents or approvals or make or obtain such filings, notices, consents and approvals as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect upon the Program and, except for, in the case of clause (iii), any immaterial breach or violation of any such Applicable Law, Applicable Order, by-law or rules.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by the Company, its compliance with the terms hereof, and consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any contract, instrument or agreement to which the Parent, the Company or any of their respective Subsidiaries its Affiliates is a party or by which they are bound, or to which any of the assets of the Company or any of its Subsidiaries Affiliates are subject; (ii) conflict with or violate the articles of incorporation or by-laws, or any other equivalent organizational document(s), of the Company or any of its SubsidiariesAffiliates; (iii) breach or violate any Applicable Law or Applicable Order, in each case, applicable to the Company or any of its SubsidiariesAffiliates; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which the Company or any of its Subsidiaries Affiliates is a Party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any Governmental Authority, except, in the cases of clauses (i) and (iii)–(viii)-(v), for such conflicts, breaches, defaults, violations or failures to obtain such consents or approvals or make or obtain such filings, notices, consents and approvals as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Conflicts; Defaults; Etc. The Subject to receipt of any licenses and qualifications required for the Belk Servicer to perform its servicing obligations under this Agreement, the execution, delivery and performance of this Agreement by the Companyeach such Belk Party, its compliance with the terms hereof, and consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any contract, instrument or agreement to which the Parent, the Company such Belk Party or any of their respective its Subsidiaries is a party or by which they are bound, or to which any of the assets of the Company such Belk Party or any of its Subsidiaries are subject; (ii) conflict with or violate the articles organizational documents of incorporation or by-laws, or any other equivalent organizational document(s), of the Company or any of its Subsidiariessuch Belk Party; (iii) breach or violate any Applicable Law or Applicable Order, in each case, applicable to the Company or any of its Subsidiariessuch Belk Party; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which the Company or any of its Subsidiaries such Belk Party is a Party party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any Governmental Authority, except, in the cases of clauses (i) and (iii)–(viii)-(v), for such conflicts, breaches, defaults, violations or failures to obtain such consents or approvals or make or obtain such filings, notices, consents and approvals as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect upon Parent, the Program, the Accounts, Cardholder Indebtedness or such Belk Party's ability to perform its obligations under this Agreement.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by the CompanyBank, its compliance with the terms hereof, and the consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any contract, instrument or agreement to which the Parent, the Company Bank or any of their respective Subsidiaries its Affiliates is a party or by which they are bound, or to which any of the assets of the Company Bank or any of its Subsidiaries Affiliates are subject; (ii) conflict with or violate the articles of incorporation or by-laws, or any other equivalent Active.15844721.1 organizational document(s), of the Company Bank or any of its SubsidiariesAffiliates; (iii) breach or violate any Applicable Law or Applicable Order, in each case, applicable to the Company Bank or any of its SubsidiariesAffiliates; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which the Company Bank or any of its Subsidiaries Affiliates is a Party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any Governmental Authority, except, in the cases of clauses (i) and (iii)–(viii)-(v), for such conflicts, breaches, defaults, violations or failures to obtain such consents or approvals or make or obtain such filings, notices, consents and approvals as would not reasonably be expected to have, individually or in the aggregate, a Company Bank Material Adverse Effect.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by the Company, its compliance with the terms hereof, and consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any contract, instrument or agreement to which the Parent, `the Company or any of their respective its Subsidiaries is a party or by which they are bound, or to which any of the assets of the Company or any of its Subsidiaries are subject; (ii) conflict with or violate the articles of incorporation or by-laws, or any other equivalent organizational document(s), of the Company or any of its Subsidiaries; (iii) breach or violate any Applicable Law or Applicable Order, in each case, applicable to the Company or any of its Subsidiaries; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which the Company or any of its Subsidiaries is a Party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any Governmental Authority, except, in the cases of clauses (i) and (iii)–(viii)-(v), for such conflicts, breaches, defaults, violations or failures to obtain such consents or approvals or make or obtain such filings, notices, consents and approvals as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by the CompanyBank, its compliance with the terms hereof, and the consummation of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any material contract, instrument or agreement to which the Parent, the Company or any of their respective Subsidiaries Bank is a party or by which they are it is bound, except for conflicts, breaches and defaults which would not have a material and adverse effect upon Bank, the Program, the Accounts, Cardholder Indebtedness or Bank's ability to which any of the assets of the Company or any of perform its Subsidiaries are subjectobligations under this Agreement; (ii) conflict with or violate the articles of incorporation or by-laws, or any other equivalent organizational document(s), ) of the Company or any of its SubsidiariesBank; (iii) breach or violate any Applicable Law or Applicable Orderconflict with, in each caseor require any consent or approval under any judgment, applicable order, writ, decree, permit or license, to which Bank is a party or by which it is bound or affected, except to the Company extent that such violation or any of the failure to obtain such consent or approval would not have a material and adverse effect upon Bank, the Program, the Accounts, the Cardholder Indebtedness or Bank's ability to perform its Subsidiariesobligations under this Agreement; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which the Company or any of its Subsidiaries Bank is a Party party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any Governmental Authority, except, in the cases of clauses (i) and (iii)–(v), for such conflicts, breaches, defaults, violations or failures to obtain such consents or approvals or make or obtain such filings, notices, consents and approvals as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectregulatory authority.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by the CompanyBank, its compliance by it with the terms hereof, and consummation by it of the transactions specified herein will not (i) conflict with, violate, result in the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default under, or accelerate the performance required by, the terms of any contract, instrument or agreement to which the Parent, the Company or any of their respective Subsidiaries Bank is a party or by which they are it is bound, or to which any of the assets of the Company or any of its Subsidiaries are Bank is subject; , (ii) conflict with or violate the articles of incorporation or by-laws, or any other equivalent organizational document(s), of the Company or any of its Subsidiaries; Bank, (iii) breach or violate any Applicable Law Law, Applicable Order or Applicable Orderthe by-laws or other membership or operating rules of the Card Association, in each case, applicable to the Company or any of its Subsidiaries; Bank, (iv) require the consent or approval of any other party to any contract, instrument or commitment to which the Company or any of its Subsidiaries Bank is a Party party or by which it is bound; , or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any Governmental Authority, except, in the cases of clauses (i), (iv) and (iii)–(vv), for such conflicts, breaches, defaults, violations or failures to obtain such consents or approvals or make or obtain such filings, notices, consents and approvals as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect upon the Program, and except, in the case of clause (iii), for any immaterial breach or violation of any such Applicable Law, Applicable Order, by-laws or rules.