Common use of Validity of Contemplated Transactions, etc Clause in Contracts

Validity of Contemplated Transactions, etc. The execution, delivery and performance of this Agreement by Seller does not and will not violate, conflict with or result in the breach of any material term, condition or provision of, or require the consent of any other person under: (i) any Regulation (as hereinafter defined) to which Seller is subject other than filings required under the HSR Act and the Securities Exchange Act of 1934, as amended, (ii) any judgment, order, writ, injunction, decree or award of any court, arbitrator or Governmental Entity which is applicable to Seller, (iii) the charter documents of Seller or any securities issued by Seller, or (iv) any material mortgage, indenture, undertaking, note, bond, debenture, letter of credit, commitment, agreement, contract, lease, Authorization, Holdings' Contract (including but not limited to the Equipment Leases) or other instrument, or understanding, whether or not assigned hereby (collectively, the "CONTRACTS"), by which Seller may have rights or by which any of the Assets may be bound or affected. No fact or condition exists which would give any party to a Contract the right to terminate, modify, accelerate or otherwise change the existing rights or obligations of Seller or Holdings in or to any material Asset. Except as aforesaid, no Authorization, approval or consent of, and no registration or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Agreement by Seller.