Common use of Governmental Approvals; No Conflicts Clause in Contracts

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which the failure to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Consolidated Entity or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity or any of its assets, or give rise to a right thereunder to require any payment to be made by any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of any Consolidated Entity, except pursuant to the terms of any Loan Document.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which and except for such consents, approvals, registrations, filings and other actions the failure to obtain or make could not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company or any Consolidated Entity of its Subsidiaries or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where Authority, except for such violation of such order or decreeviolations which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity the Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company or any Consolidated Entityof its Subsidiaries, where except for such violation or resultviolations and defaults which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the Company or any Consolidated Entity, except pursuant to the terms of any Loan Documentits Material Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect and (ii) those approvals, consents, registrations, filings or those which other actions, the failure of which to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Consolidated Entity or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any of its Subsidiaries, (d) except as could not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon any Consolidated Entity the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectof its Subsidiaries, and (de) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Consolidated Entity, except pursuant to the terms of any Loan Documentits Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action byby or before, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which and filings and other actions necessary to perfect Liens created under the Loan Documents, and except where the failure to obtain such consent or approval or to make could not reasonably be expected to havesuch registration or filing, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or law, regulation or any order of any Governmental Authority in any material respect or the memorandum and articles of association, constitution, charter, by-laws or other organizational documents of any Consolidated Entity STX, the Borrower or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectother Loan Party, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon STX, the Borrower or any Consolidated Entity Subsidiary or any of its their respective assets, or give rise to a right thereunder to require any payment to be made by STX, the Borrower or any Consolidated EntitySubsidiary, where such violation except for violations or resultpayments that, individually or and in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of STX, the Borrower or any Consolidated EntitySubsidiary, except pursuant to for Liens created under the terms of any Loan DocumentDocuments.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which and except filings necessary to perfect Liens created under the failure to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectLoan Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents Organizational Documents of any Consolidated Entity the Borrower or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectSubsidiary, (c) will not violate any Requirement of Law applicable to the Borrower or any Subsidiary, (d) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity the Borrower or any of its Subsidiary or their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Consolidated EntitySubsidiary or give rise to a right of, where such violation or resultresult in, individually termination, cancelation or in the aggregate, could reasonably be expected to have a Material Adverse Effectacceleration of any obligation thereunder, and (de) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Consolidated EntitySubsidiary, except pursuant Liens created under the Loan Documents, except, in the case of clauses (c) and (d), for any such violations or defaults that, individually or in the aggregate, could not reasonably be expected to the terms of any Loan Documentresult in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which effect, and except for such consents, approvals, registrations, filings and other actions the failure to obtain or make could not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company or any Consolidated Entity of its Subsidiaries or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where Authority, except for such violation of such order or decreeviolations which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity the Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company or any Consolidated Entityof its Subsidiaries, where except for such violation or resultviolations and defaults which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the Company or any Consolidated Entity, except pursuant to the terms of any Loan Documentits Material Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof (a) do not require any Loan Party to obtain, complete or make any consent or approval of, registration or filing with, or any other similar action by, any Governmental Authority, except (i) as set forth on Part A of Schedule 4.3 or (ii) such as have been obtained or made and are in full force and effect or those which the failure to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteffect, (b) will not violate in any material respect any applicable law or regulation or any order of any Governmental Authority by which it is bound and will not violate the charter, by-laws or other organizational documents of any Consolidated Entity Borrower or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectSubsidiary, (c) will not violate or result in a default under any indenture listed on Part B of Schedule 4.3 and any other material indenture, material agreement or other material instrument binding upon any Consolidated Entity the Parent Borrower or any of its Subsidiaries or its assets, or or, except as set forth on Part B of Schedule 4.3, give rise to a right thereunder to require any material payment to be made by the Parent Borrower or any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectof its Subsidiaries, and (d) will not result in or require the creation creation, imposition or imposition sharing of any Lien on any material asset of the Parent Borrower or any Consolidated Entity, except of its Subsidiaries (including pursuant to the terms “equal and ratable” Lien requirements of any Loan Documentsuch indenture).

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which the failure to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteffect, (b) will not violate (i) any applicable law or regulation or (ii) the charter, by-laws or other organizational documents of such Borrower or any Consolidated Entity of the Restricted Subsidiaries or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity such Borrower or any of the Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by such Borrower or any Consolidated Entity, where such violation or result, individually or in of the aggregate, could reasonably be expected to have a Material Adverse Effect, Restricted Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of such Borrower or any Consolidated Entityof the Restricted Subsidiaries; except, except pursuant in each case (other than clause (b)(ii) with respect to any Credit Party), such as could not, individually or in the terms of any Loan Documentaggregate, reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which the failure to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteffect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Consolidated Entity or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decreethan violations which, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect, (c) will not violate the charter, by-laws, articles, limited liability company agreement, limited partnership agreement or other organizational documents of any Borrower or any Subsidiary or any order of any Governmental Authority, (d) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity Borrower or any Subsidiary or the assets of its assets, any Borrower or give rise to a right thereunder to require any payment to be made by any Consolidated Entity, where such violation Subsidiary other than violations or resultdefaults which, individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect, (e) will not give rise to a right under any indenture, agreement or other instrument binding upon any Borrower or any Subsidiary or upon the assets of any Borrower or any Subsidiary to require any material payment to be made by any Borrower or any Subsidiary, and (df) will not result in the creation or imposition of any Lien on any asset of any Consolidated Entity, except pursuant to the terms of Borrower or any Loan DocumentSubsidiary.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which the failure to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteffect, (b) will not violate (i) any applicable law or regulation or (ii) the charter, by-laws laws, partnership agreements or other organizational documents of such Borrower or any Consolidated Entity of its Restricted Subsidiaries or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity such Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by such Borrower or any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, of its Restricted Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of such Borrower or any Consolidated Entityof its Restricted Subsidiaries; except, except pursuant in each case (other than clause (b)(ii) with respect to any Credit Party), such as could not, individually or in the terms of any Loan Documentaggregate, reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which and except for filings necessary to perfect Liens created pursuant to the failure to obtain or make could Margin Loan Documentation, (ii) will not violate any Law (except where such violation would not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect) or corporate policy of Issuers applicable to any Borrower, any Issuer or any Affiliate of the foregoing or the Organization Documents of the Issuers or Borrowers, (biii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Consolidated Entity or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (cA) will not violate or result in a default under the DNB Voting Agreement, the DNB Stock Purchase Agreement, the DNB Lock-Up Agreement, the DNB Registration Rights Agreement, the CDAY Registration Rights Agreement, or any other indenture, agreement or other instrument binding upon any Consolidated Entity Borrower, the assets of any Borrower, any Issuer or any Affiliate of its assets, the foregoing or (B) give rise to a right thereunder to accelerate or to require any payment to be made by any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectBorrowers, and (div) will not result in the creation or imposition of any Lien on any asset of any Consolidated Entitythe Borrowers, except Liens created pursuant to the terms Margin Loan Documentation, or, in the case of any Loan Documentassets not constituting Collateral, such as would not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) to the actual knowledge of Borrower, do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which shall be completed at the appropriate time for such filings under applicable securities laws, and except with respect to notices which have already been given or where the failure to obtain or make could any of the foregoing would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, (b) to the actual knowledge of the Borrower, will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Consolidated Entity of the Loan Parties or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such Authority, the violation of such order or decree, individually or in the aggregate, could reasonably be expected to which would have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity of the Loan Parties or any of its assets, or give rise to a right thereunder to require any payment to be made by any Consolidated Entityof the Loan Parties, where such violation or result, individually or in the aggregate, could which would reasonably be expected to have a Material Adverse Effect, Effect and (d) will not result in the creation or imposition of any Lien on any asset of any Consolidated Entity, except pursuant the Loan Parties if the breach of the foregoing would reasonably be expected to the terms of any Loan Documenthave a Material Adverse Effect.

Governmental Approvals; No Conflicts. The All consents or approvals of any state or federal agency or authority, if any, required in order to permit the Borrower to enter into this Agreement and to borrow hereunder, have been obtained and remain in full force and effect and the Transactions (a) do not require any other consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which and except for the failure to obtain or make could not reasonably be approval expected to have, individually or be sought by the Borrower which is described in the aggregate, a Material Adverse EffectSection 2.05(a), (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Consolidated Entity the Borrower or any order of its Significant Subsidiaries or decree any order, rule or regulation of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon any Consolidated Entity the Borrower or any of its Significant Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectof its Significant Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Consolidated Entity, except pursuant to the terms of any Loan Documentits Significant Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such those as have been obtained or made and are in full force and effect or those which where the failure to obtain or make could not reasonably be expected to havedo so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Consolidated Entity or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, which could reasonably be expected to have a Material Adverse Effect, (c) will not violate the charter, by-laws or other organizational documents of the Borrower or any of its Consolidated Subsidiaries, (d) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon any Consolidated Entity on the Borrower or any of its assets, Consolidated Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, Subsidiaries and (de) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Consolidated EntitySubsidiaries, except pursuant to Liens (if any) created under the terms of any Loan DocumentDocuments.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which the failure to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteffect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Consolidated Entity of its Restricted Subsidiaries or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under (i) the Senior Note Documents or (ii) any other indenture, agreement or other instrument binding upon any Consolidated Entity the Borrower or any of its Restricted Subsidiaries or its assets, other than (in the case of such other indentures, agreements or instruments referred to in clause (ii)) such violations or defaults which could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, or give rise to a right thereunder to require any payment to be made by the Borrower or any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectof its Restricted Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Consolidated Entityof its Restricted Subsidiaries, except pursuant to the terms of any Loan Documentother than Permitted Liens.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been or will be obtained or made and are or will be in full force and effect or those effect, (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, and (iii) of which the failure to obtain or make could would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Consolidated Entity other Obligors, as applicable, or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decreeAuthority, individually or in the aggregateeach case, could except as would not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity the Borrower or any of its other Obligor, as applicable, or assets, or give rise to a right thereunder to require any payment to be made by any Consolidated Entitysuch Person, where such violation or resultin each case, individually or in the aggregate, could except as would not reasonably be expected to have a Material Adverse Effect, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any Consolidated Entity, except pursuant to the terms of any Loan Documentother Obligors.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which the failure to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteffect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Consolidated Entity of its Subsidiaries or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under (i) the Senior Note Documents or (ii) any other indenture, agreement or other instrument binding upon any Consolidated Entity the Borrower or any of its Subsidiaries or its assets, other than (in the case of such other indentures, agreements or instruments referred to in clause (ii)) such violations or defaults which could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, or give rise to a right thereunder to require any payment to be made by the Borrower or any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectof its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Consolidated Entityof its Subsidiaries, except pursuant to the terms of any Loan Documentother than Permitted Liens.

Governmental Approvals; No Conflicts. The All consents or approvals of any state or federal agency or authority, if any, required in order to permit the Borrower to enter into this Agreement and to borrow hereunder, have been obtained and remain in full force and effect and the Transactions (a) do not require any other consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which and except for the failure to obtain or make could not reasonably be approval expected to have, individually or be sought by the Borrower which is described in the aggregate, a Material Adverse EffectSection 2.05(a), (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Consolidated Entity the Borrower or any order of its Significant Subsidiaries or decree any applicable order, rule or regulation of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon any Consolidated Entity the Borrower or any of its Significant Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectof its Significant Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Consolidated Entity, except pursuant to the terms of any Loan Documentits Significant Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which and except for such consents, approvals, registrations, filings and other actions the failure to obtain or make could not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company or any Consolidated Entity of its Subsidiaries or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where Authority, except for such violation of such order or decreeviolations which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity the Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company or any Consolidated Entityof its Subsidiaries, where except for such violation or resultviolations and defaults which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the Company or any Consolidated Entity, except pursuant of its Material Subsidiaries. Neither any party to the terms of IJDA nor any Loan DocumentGovernmental Authority has claimed in writing that the IJDA is not valid or is not in full force or effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which and except for such consents, approvals, registrations, filings and other actions the failure to obtain or make could not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Consolidated Entity of its Subsidiaries or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where Authority, except for such violation of such order or decreeviolations which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Consolidated Entityof its Subsidiaries, where except for such violation or resultviolations and defaults which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Consolidated Entity, except pursuant to the terms of any Loan Documentits Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval (including any exchange control approval) of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained for (i) filings and recordings in respect of the Liens created pursuant to the Security Documents, and (ii) any other consent, approval, filing or made and are recording (other than any filing or recording in full force and effect or those respect of the Liens created by the Security Documents) for which the failure to obtain or make could not reasonably be expected to havemake, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Consolidated Entity Applicable Law or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, except as could not reasonably be expected to have result in a Material Adverse Effect, (c) will not violate or result in a default under the charter, by laws or other organizational documents of any Borrower Group Company or any indenture, agreement or other instrument binding upon any Consolidated Entity Borrower Group Company or any of its their respective assets, or give rise to a right thereunder to require any payment to be made by any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectPerson, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of the Borrower or any Consolidated Entity, except pursuant to the terms of any Loan Documentits Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as for (i) the filing of UCC financing statements, (ii) filings with the United States Patent and Trademark Office and the United States Copyright Office, (iii) the recordation of the Mortgage over the Emmis Chief Executive Office and (iv) those that have been obtained or made and are in full force and effect or those which the failure to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteffect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of each Credit Party or any Consolidated Entity of its Subsidiaries or any order or decree of any Governmental Authority binding on or affecting Authority, except to the extent any Consolidated Entity where such violation of such order or decreeviolations, individually or in the aggregate, could would not reasonably be expected to have result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon any Consolidated Entity Credit Party or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by any Consolidated EntityCredit Party or any of its Subsidiaries, where except to the extent any such violation violations or resultresulting rights, individually or in the aggregate, could would not reasonably be expected to have result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of any Consolidated Entity, Credit Parties or any of its Subsidiaries except pursuant to for Liens created under the terms of any Loan DocumentCredit Documents.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which effect, and except where the failure to obtain or make could not reasonably be expected to havedo so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Consolidated Entity of its Subsidiaries or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decreeAuthority, except for violations, individually or in the aggregate, which could not reasonably be expected to have result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Consolidated Entityof its Subsidiaries, where such violation except for violations or resultdefaults, individually or in the aggregate, which could not reasonably be expected to have result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Consolidated Entityof its Subsidiaries, except pursuant to other than Liens created under the terms of any Loan DocumentDocuments.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the Loan Documents by Intermediate Holdings and the Borrower (a) do not require any consent or approval of, registration or filing with, or any other action byby or before, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which and, except where the failure to obtain such consent or approval or to make could not reasonably be expected to havesuch registration or filing, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or law, regulation or any order of any Governmental Authority in any material respect or the memorandum and articles of association, charter, by-laws or other organizational documents of any Consolidated Entity Intermediate Holdings, the Borrower or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectSubsidiary, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon Intermediate Holdings, the Borrower or any Consolidated Entity Subsidiary or any of its their respective assets, or give rise to a right thereunder to require any payment to be made by Intermediate Holdings, the Borrower or any Consolidated EntitySubsidiary, where such violation except for violations or resultpayments that, individually or and in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of Intermediate Holdings, the Borrower or any Consolidated Entity, except pursuant to the terms of any Loan DocumentSubsidiary.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect and (ii) those approvals, consents, registrations, filings or those which other actions, the failure of which to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Consolidated Entity or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (b) except as could not reasonably be expected to have a Material Adverse Effect, will not violate any applicable law or regulation or any order of any Governmental Authority, (c) will not violate any charter, by-laws or other organizational document of the Borrower or any Guarantor, (d) except as would not reasonably be expected to have a Material Adverse Effect, will not violate or result in a default under any indenture, agreement or other instrument (other than the agreements and instruments referred to in clause (c)) binding upon any Consolidated Entity the Borrower or any of its Restricted Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, of its Restricted Subsidiaries and (de) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Consolidated Entity, except pursuant to the terms of any Loan Documentits Restricted Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action byby or before, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which and except filings necessary to perfect Liens created under the Loan Documents and, except where the failure to obtain such consent or approval or to make could not reasonably be expected to havesuch registration or filing, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation in any material respect or the memorandum and articles of association, charter, by-laws or other organizational documents of Holdings, either Borrower or any Consolidated Entity of the Subsidiaries or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon any Consolidated Entity Holdings, either Borrower or any of its the Subsidiaries or any of their assets, or give rise to a right thereunder to require any payment to be made by Holdings, either Borrower or any Consolidated Entityof the Subsidiaries, where such violation except for violations or resultpayments that, individually or and in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings, either Borrower or any Consolidated Entityof the Subsidiaries, except pursuant to Liens created under the terms of any Loan DocumentDocuments.

Governmental Approvals; No Conflicts. The Transactions transactions: (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which effect, and except to the extent that the failure to obtain such consent or make could not reasonably be expected to haveapproval, or register, file, or take such action, would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, , (b) will not violate any applicable law or regulation or the charter, by-laws charter or other organizational documents of any Consolidated Entity the Borrower or any order or decree of any Governmental Authority binding on Authority, except such violations of any law, regulation, or affecting any Consolidated Entity where such violation of such order or decreeorder, individually or in the aggregate, could that would not reasonably be expected to have result in a Material Adverse Effect, , (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity the Borrower or any of its assets, or give rise to a right thereunder to require any payment to be made by the Borrower (except in the case of any Consolidated Entity, where such violation or resultother agreement governing Material Indebtedness) which would, individually or in the aggregateaggregate with such other instances, could reasonably be expected to have result in a Material Adverse Effect, and and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower, other than any Consolidated Entity, except pursuant to the terms of any Loan DocumentLiens permitted by Section 7.01.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the transactions contemplated hereby (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such those as have been obtained or made and are in full force and effect or those which the failure to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effecteffect, (b) will not violate any Requirement of Law applicable law or regulation or to the charter, by-laws or other organizational documents of any Consolidated Entity Borrower or any of its Restricted Subsidiaries or any judgment, order or decree ruling of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity Contractual Obligation of the Borrower or any of its assets, Restricted Subsidiaries or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower or any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, of its Restricted Subsidiaries and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Consolidated Entityof its Restricted Subsidiaries, except pursuant Liens (if any) created under the Loan Documents, except in each case, where such failure, violation or creation of a Lien, has not and would not reasonably be expected, individually or in the aggregate, to the terms of any Loan Documentresult in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which effect, and except for such consents, approvals, registrations, filings and other actions the failure to obtain or make could not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any Consolidated Entity of its Subsidiaries or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where Authority, except for such violation of such order or decreeviolations which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Consolidated Entityof its Subsidiaries, where except for such violation or resultviolations and defaults which, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Consolidated Entity, except pursuant to the terms of any Loan Documentits Material Subsidiaries.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance of the Loan Documents to which such Borrower is a party (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (a) such as have been obtained or made and are in full force and effect or those and any filings contemplated by the Collateral Documents and (b) such as which the failure to obtain or make could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Consolidated Entity or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (cii) will do not violate any provision of its Constituent Documents and, except in each case as would not reasonably be expected to have a Material Adverse Effect, do not violate any law applicable to it or any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding upon it or any of its assets, (iii) do not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrowers or their respective assets in any Consolidated Entity or any of its assets, or give rise to a right thereunder to require any payment to be made by any Consolidated Entity, where such violation or result, individually or in the aggregate, could respect that would reasonably be expected to have a Material Adverse Effect, Effect and (div) will do not result in the creation or imposition of any Lien on any asset of any Consolidated Entitysuch Borrower, except for Liens created pursuant to the terms of any Loan DocumentCollateral Documents.

Governmental Approvals; No Conflicts. The Transactions (ai) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which and except for filings necessary to perfect Liens created pursuant to the failure to obtain or make could Margin Loan Documentation, (ii) will not violate any Law (except where such violation would not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect) or corporate policy of Issuers applicable to any Borrower, any Issuer or any Affiliate of the foregoing or the Organization Documents of the Issuers or Borrowers, (biii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Consolidated Entity or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (cA) will not violate or result in a default under the ALIT Investor Rights Agreement, the ALIT Registration Rights Agreement, the ALIT Sponsor Agreement, the DNB Voting Agreement, the DNB Stock Purchase Agreement, the DNB Lock-Up Agreement, the DNB Registration Rights Agreement, or any other indenture, agreement or other instrument binding upon any Consolidated Entity Borrower, the assets of any Borrower, any Issuer or any Affiliate of its assets, the foregoing or (B) give rise to a right thereunder to accelerate or to require any payment to be made by any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectBorrowers, and (div) will not result in the creation or imposition of any Lien on any asset of any Consolidated Entitythe Borrowers, except ▇▇▇▇▇ created pursuant to the terms Margin Loan Documentation, or, in the case of any Loan Documentassets not constituting Collateral, such as would not reasonably be expected to result in a Material Adverse Effect.

Governmental Approvals; No Conflicts. The Transactions execution, delivery and performance by the Borrowers of this Agreement, and by each Loan Party of the other Loan Documents and Bond Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such those as have been obtained or made and are in full force and effect effect, or those which where the failure to obtain or make could not reasonably be expected to havedo so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (b) will not violate any Requirements of Law applicable law or regulation or the charter, by-laws or other organizational documents of to any Consolidated Entity Loan Parties or any judgment, order or decree ruling of any Governmental Authority binding on or affecting except where any Consolidated Entity where such violation of such order or decreeviolation, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon on any Consolidated Entity Loan Parties or any of its assets, their assets or give rise to a right thereunder to require any payment to be made by any Consolidated Entity, Loan Parties except where any such violation or resultdefault, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of any Consolidated EntityLoan Party and (e) will not contravene, except pursuant to the terms of result in any Loan Documentbreach of, or constitute a default under any limited liability company or corporate charter, operating agreement or by-laws or any other legal entity organizational documents or members or shareholders agreement or similar agreement.

Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect or those as to which the failure to obtain be made or make could obtained and to be in full force and effect would not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect, (ii) filings necessary to perfect Liens created under the Collateral Agreement and (iii) filings of periodic reports with the Securities and Exchange Commission, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Consolidated Entity Holdings or any Subsidiary or any material order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where applicable to such violation of such order or decreePerson except, individually or in the aggregateeach case, could as would not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any material provision of any indenture, agreement or other instrument binding upon any Consolidated Entity Holdings or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by Holdings or any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectSubsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of Holdings or any Consolidated Entityof its Subsidiaries, except pursuant to Liens created under the terms of any Loan DocumentCollateral Agreement.

Governmental Approvals; No Conflicts. The Transactions execution and delivery of each Loan Document by the Borrower and performance thereof: (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect effect, (ii) filings necessary to perfect Liens created under the Loan Documents and (iii) for consents, approvals, registrations, filings or those which other actions, the failure of which to obtain or make could would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) will not violate (i) any applicable law Law or regulation or regulation, (ii) the charter, by-laws or other organizational or constitutional documents of any Consolidated Entity the Borrower or (iii) any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, Borrower and (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon any Consolidated Entity the Borrower or any of its assets, or give rise to a right thereunder to require any payment to be made by any Consolidated Entitythe Borrower, where and except to the extent such violation or result, individually default referred to in clause (b)(i) or in the aggregate, (c) above could not reasonably be expected to have result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of any Consolidated Entity, except pursuant to the terms of any Loan Document.