Common use of Conflicts; Defaults; Etc Clause in Contracts

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by Bank, its compliance with the terms hereof, and its 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 Bank is a party or by which it is bound, or by which Bank assets are bound, except for conflicts, breaches and defaults which would not have a Performance Material Adverse Effect with respect to Bank; (ii) conflict with or violate the articles of incorporation or bylaws, or any other equivalent organizational documents, of Bank; (iii) violate any Applicable Law or conflict with, or require any consent or approval under any judgment, order, writ, decree, permit or license, to which Bank is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not have a Performance Material Adverse Effect with respect to Bank; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which Bank is a party or by which it is bound, except to the extent that the failure to obtain such consent or approval would not have a Performance Material Adverse Effect with respect to Bank; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authority, except to the extent that the failure to obtain such consent or approval would not have a Performance Material Adverse Effect with respect to Bank.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement and the Ancillary Agreements by Bankthe Purchaser, its compliance with the terms hereofhereof and thereof, and its consummation of the transactions specified herein and therein do not and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not: 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-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 Contract to which Bank the Purchaser is a party or by which it is bound, or by which Bank assets are bound, except for conflicts, breaches and defaults which would not have a Performance Material Adverse Effect with respect to Bank; ; (ii) conflict with or violate the articles Constituent Documents of incorporation or bylaws, or any other equivalent organizational documents, of Bank; the Purchaser; (iii) violate any Applicable Requirement of Law or conflict with, or require any consent or approval under any judgment, order, writ, decreeApplicable Order, permit or license, to which Bank the Purchaser is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not have a Performance Material Adverse Effect with respect to Bank; effected; (iv) require the consent or approval of any other party to any contract, instrument or commitment Contract to which Bank the Purchaser is a party or by which it is bound, except to the extent that the failure to obtain such consent ; or approval would not have a Performance Material Adverse Effect with respect to Bank; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authorityGovernmental Authority, except to any filings required under the extent HSR Act; and except in each case described in clause (i), (iii), (iv) or (v) of this Section 4.2(d), for any conflict, violation, breach, default, termination, or cancellation that the failure to obtain such consent or approval would not reasonably be expected to have a Performance Material Adverse Effect with respect to Bankon the Purchaser or on the Acquired Assets following the Closing Date.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by BankDillard's, its compliance with the terms hereof, and its consummation of the transactions specified herein will not: 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-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 Bank Dillard's is a party or by which it is bound, or by which Bank Dillard's assets are bound, except for conflicts, breaches and defaults which would not have a Performance Material Adverse Effect with respect material and adverse effect upon Dillard's ability to Bank; perform its obligations under this Agreement; (ii) conflict with or violate the articles of incorporation or bylawsby-laws, or any other equivalent organizational documentsdocument(s), of Bank; Dillard's; (iii) violate any Applicable Law or conflict with, or require any consent or approval under any judgment, order, writ, decree, permit or license, to which Bank Dillard's is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not have a Performance Material Adverse Effect with respect material and adverse effect upon Dillard's ability to Bank; perform its obligations under this Agreement; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which Bank Dillard's is a party or by which it is bound, except to the extent that the failure to obtain such consent ; or approval would not have a Performance Material Adverse Effect with respect to Bank; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authority, except to the extent that the failure to obtain such consent or approval would not have a Performance Material Adverse Effect with respect to Bank.

Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement and the Ancillary Agreements by Bankthe Seller, its compliance with the terms hereofhereof and thereof, and its consummation of the transactions specified herein and therein do not, and (subject to obtaining the governmental and third-party consents referred to in Section 4.1(c)) the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements 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-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 Contract to which Bank the Seller is a party or by which it is bound, or by which Bank the Seller’s assets are bound, except for conflicts, breaches and defaults which would not have a Performance Material Adverse Effect with respect to Bank; ; (ii) conflict with or violate the articles Constituent Documents of incorporation or bylaws, or any other equivalent organizational documents, of Bank; the Seller; (iii) violate any Applicable Requirements of Law or conflict with, or require any consent or approval under any judgment, order, writ, decreeApplicable Order, permit or license, to which Bank the Seller is a party or by which it is bound or affected, except to the extent that such violation or the failure to obtain such consent or approval would not have a Performance Material Adverse Effect with respect to Bank; effected; (iv) require the consent or approval of any other party to any contract, instrument or commitment Contract to which Bank the Seller is a party or by which it is bound, except to the extent that the failure to obtain such consent ; or approval would not have a Performance Material Adverse Effect with respect to Bank; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with respect to, any regulatory authorityGovernmental Authority, except to any filings required under the extent HSR Act; except in each case described in clause (i), (iii), (iv) or (v) of this Section 4.1(d), for any conflict, violation, breach, default, termination, or cancellation that the failure to obtain such consent or approval would not reasonably be expected to have a Performance Material Adverse Effect with respect to Bankon the Acquired Assets or the Seller.