03Noncontravention Sample Clauses

03Noncontravention. Neither the execution, delivery or performance of this Agreement or each Ancillary Document to which such Blocker Seller or such Blocker is a party by such Blocker Seller or such Blocker, nor the consummation by such Blocker Seller or such Blocker of the transactions contemplated hereby or thereby, will (a) violate, conflict with, constitute a default, or require any consent or notice under, or require the making of any payment or redemption under, or otherwise adversely affect the rights of such Blocker Seller or such Blocker under, any provision of the Organizational Documents of such Blocker Seller or such Blocker, (b) assuming the accuracy of the representation and warranties of Buyer in Section 5.03, violate, conflict with, result in a default or breach of (or any event that, with notice or lapse of time or both, would become a breach or violation under) or with or without notice, lapse of time or both, conflict with, result in a breach or violation of, constitute a default under, result in the termination (or right of termination), cancellation, creation or acceleration of any rights under, or give rise to the imposition of any Lien (other than a Permitted Lien), or permit any Person to terminate, modify, cancel, amend, accelerate, declare due and payable prior to its stated maturity, or require any consent or notice or payment to any Person under, any contract, agreement, commitment, indenture, mortgage, lease, pledge, note bond, license, permit or other written instrument or obligation (each, a “Contract”) or Permit to which such Blocker Seller or such Blocker is subject to or by which their respective assets are bound or any Law or other restriction of any Governmental Authority to which such Blocker Seller or Blocker is subject, except, in each case of clause (b), as would not, individually or in the aggregate, prevent, materially delay or materially impair such Blocker Seller’s or such the Blocker’s ability to consummate the transactions contemplated by this Agreement or reasonably be expected to be material to the ​

03Noncontravention. (a) None of the execution and delivery of this Agreement or any applicable Ancillary Agreement by Parent, Seller or the Company, as applicable, the consummation by Parent, Seller or the Company, as applicable, of the Transactions, or compliance by Parent, Seller or the Company, as applicable, with any of the terms or provisions hereof or thereof will conflict with or violate any provision of their respective Organizational Documents or (A) assuming that the authorizations, consents and approvals referred to in Section 3.04 are obtained and the filings referred to in Section 3.04 are made, violate any Law applicable to Parent, Seller or the Company, (B) with or without notice, lapse of time or both, violate, breach or constitute a default under any of the terms, conditions or provisions of any Material Contract or accelerate or give rise to a right of termination, cancellation or acceleration of any of the Company’s obligations under any such Material Contract or to the loss or diminution of any of the Company’s rights or benefits under a Material Contract, (C) assuming that the authorizations, consents and approvals referred to in Section 3.04 are obtained and the filings referred to in Section 3.04 are made, with or without notice, lapse of time or both, violate, breach or constitute a default under any Permit held by the Company or by which the Company or any of its assets or properties are bound or (D) result in the creation of any Lien (other than any Permitted Lien) on any properties, rights or assets of the Company, except, in the case of clause (ii), for such violations, defaults, accelerations, rights, losses and Liens as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) No vote or consent of the holders of any class or series of capital stock or other equity interest of Parent, Seller or the Company is necessary to approve this Agreement, any Ancillary Agreement or the Transactions. 4849-4299-1089 v.6

03Noncontravention. (a) None of the execution and delivery of this Agreement or any applicable Ancillary Agreement by Parent, Seller, the Company or any of the Company’s Subsidiaries, as applicable, the consummation by Parent, Seller, the Company or any of the Company’s Subsidiaries, as applicable, of the Transactions, or compliance by Parent, Seller, the Company or any of the Company’s Subsidiaries, as applicable, with any of the terms or provisions hereof or thereof will (i) conflict with or violate any provision of their respective Organizational Documents or (ii) (A) assuming that the authorizations, consents and approvals referred to in Section 3.04 are obtained and the filings referred to in Section 3.04 are made, violate any Law applicable to Parent, Seller, the Company or any of the Company’s Subsidiaries, (B) with or without notice, lapse of time or both, violate, breach or constitute a default under any of the terms, conditions or provisions of any Material Contract or accelerate or give rise to a right of termination, cancellation or acceleration of any of the Company’s or any of the Company’s Subsidiaries’ obligations under any such Material Contract or to the loss or diminution of any of the Company’s or any of the Company’s Subsidiaries’ rights or benefits under a Material Contract, (C) assuming that the authorizations, consents and approvals referred to in Section 3.04 are obtained and the filings referred to in Section 3.04 are made, with or without notice, lapse of time or both, violate, breach or constitute a default under any Permit held by the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective assets or properties are bound or (D) result in the creation of any Lien (other than any Permitted Lien) on any properties, rights or assets of the Company or any of its Subsidiaries, except, in the case of clause (ii), for such violations, defaults, accelerations, rights, losses and Liens as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) No vote or consent of the holders of any class or series of capital stock or other equity interest of Parent, Seller, the Company or any Subsidiary of the Company or any Affiliate of the foregoing (including IHC) is necessary to approve this Agreement, any Ancillary Agreement or the Transactions.

03Noncontravention. The execution and delivery by Seller of this Agreement does not, and the consummation of the transactions contemplated hereby, including the transfer of title to, ownership in, and possession of the Purchased Assets, will not, (a) result in the creation of any Encumbrance on any of the Purchased Assets or (b) conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, (i) any provision of the certificate of incorporation or bylaws of Seller, (ii) any Contract to which Seller is a party or by which it is bound which involves or affects in any way any of the Purchased Assets or (iii) except as may be required to comply with the HSR Act, any Legal Requirements applicable to Seller or any of the Purchased Assets (except, in the case of clauses (ii) and (iii) above, as would not, individually or in the aggregate, reasonably be expected to adversely affect the ability of Seller to consummate the Asset Purchase at Closing in accordance with the terms of this Agreement and perform its other obligations under this Agreement).

03Noncontravention. The execution and delivery by Buyer of this Agreement does not, and the consummation of the transactions contemplated hereby, including the transfer of title to, ownership in, and possession of the Purchased Assets, will not conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, ​ or require any consent, approval or waiver from any Person pursuant to, (a) any provision of the certificate of incorporation or bylaws of Buyer, (b) any Contract to which Buyer is a party or by which it is bound which involves or affects in any way the Asset Purchase or (c) except as may be required to comply with the HSR Act, any Legal Requirements applicable to Buyer (except, in the case of clauses (b) and (c) above, as would not, individually or in the aggregate, reasonably be expected to adversely affect the ability of Buyer to consummate the Asset Purchase at Closing in accordance with the terms of this Agreement and perform its other obligations under this Agreement).

03Noncontravention. (a) None of the execution and delivery of this Agreement or any Ancillary Agreement to be executed by any Purchaser Party, the consummation by such Purchaser Party of the Transactions, or compliance by such Purchaser Party with any of the terms or provisions hereof or thereof will conflict with or violate any provision of the Organizational Documents of Purchaser Party or assuming that the authorizations, consents and approvals referred to in Section 4.04 are obtained and the filings referred to in Section 4.04 are made, violate any Law applicable to such Purchaser Party, except, in the case of clause (ii), for such violations as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions. (b) No vote or consent of the holders of any class or series of capital stock or other equity interest of any Purchaser Party is necessary to approve this Agreement, any Ancillary Agreement to be executed by such Purchaser Party or the Transactions.

03Noncontravention. (a) None of the execution and delivery of this Agreement or any applicable Ancillary Agreement by Parent, Seller or the Company, as applicable, the consummation by Parent, Seller or the Company, as applicable, of the Transactions, or compliance by Parent, Seller or the Company, as applicable, with any of the terms or provisions hereof or thereof will (i) conflict with or violate any provision of their respective Organizational Documents or (ii) (A) assuming that the authorizations, consents and approvals referred to in Section 3.04 are obtained and the filings referred to in Section 3.04 are made, violate any Law applicable to Parent, Seller or the Company, (B) with or without notice, lapse of time or both, violate, breach or constitute a default under any of the terms, conditions or provisions of any Material Contract or accelerate or give rise to a right of termination, cancellation or acceleration of any of the Company’s obligations under any such Material Contract or to the loss or diminution of any of the Company’s rights or benefits under a Material Contract, (C) assuming that the authorizations, consents and approvals referred to in Section 3.04 are obtained and the filings referred to in Section 3.04 are made, with or without notice, lapse of time or both, violate, breach or constitute a default under any Permit held by the Company or by which the Company or any of its assets or properties are bound or (D) result in the creation of any Lien (other than any Permitted Lien) on any properties, rights or assets of the Company, except, in the case of clause (ii), for such violations, defaults, accelerations, rights, losses and Liens as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) No vote or consent of the holders of any class or series of capital stock or other equity interest of Parent, Seller or the Company or any Affiliate of the foregoing (including IHC) is necessary to approve this Agreement, any Ancillary Agreement or the Transactions.