Common use of Absence of Breach; No Consents Clause in Contracts

Absence of Breach; No Consents. The execution, delivery and performance of this Agreement, and the performance by Seller of its obligations hereunder, do not (i) conflict with, and will not result in a breach of any of the provisions of the Articles of Incorporation or Bylaws of the Seller or other similar corporate charter documents; (ii) contravene any law, rule or regulation of any State or Commonwealth of the United States, or of any applicable foreign jurisdiction, or any order, writ, judgment, injunction, decree, determination or award effecting or binding upon the Seller, in such a manner as to provide a basis for enjoining or otherwise preventing consummation of the Transaction; (iii) conflict with or result in material breach or default of any material indenture or loan or credit agreement or any other material agreement or instrument to which Seller is a party, in such a manner as to provide a basis for enjoining or otherwise preventing consummation of the Transaction; or (iv) require the authorization, consent, approval or license of any third party of such a nature that the failure to obtain the same would provide a basis for enjoining or otherwise preventing consummation of the Transaction.

Absence of Breach; No Consents. The execution, delivery and performance of this Agreement, and the performance by Seller Purchaser of its obligations hereunderspecified by the provisions of this Agreement (except for compliance with any regulatory or licensing laws applicable to the business of the Purchaser, all of which, to the extent applicable to Purchaser (and to the extent within its control), will be satisfied in all material respects prior to the Closing) do not (ia) conflict with, and will not result in a breach of of, any of the provisions of the Articles of Incorporation or Bylaws of the Seller or other similar corporate charter documentsPurchaser; (iib) contravene any law, rule or regulation of any State or Commonwealth or of the United States, or of any applicable foreign jurisdiction, or any order, writ, judgment, injunction, decree, determination determination, or award effecting affecting or binding upon the SellerPurchaser, in such a manner as to provide a basis for enjoining or otherwise preventing consummation of the Transaction; (iiic) conflict with or result in a material breach of or default of pursuant to any material indenture or loan or credit agreement or any other material agreement or instrument to which Seller Purchaser is a party, in such a manner as to provide a basis for enjoining or otherwise preventing consummation of the Transaction; or (ivd) require the authorization, consent, approval or license of any third party of such a nature that the failure to obtain the same would provide a basis for enjoining or otherwise preventing consummation of the Transaction.

Absence of Breach; No Consents. The execution, delivery and ------------------------------------------ performance of this Agreement, and the performance by Seller the Purchaser of its obligations hereunderspecified by the provisions of this Agreement (except for compliance with any regulatory or licensing laws applicable to the business of the Purchaser, all of which, and to the extent applicable to and within control of the Purchaser (and to the extent within its Control), will be satisfied in all material respects prior to the Closing) do not (ia) conflict with, and will not result in a breach of of, any of the provisions of the Articles of Incorporation or Bylaws of the Seller or other similar corporate charter documentsPurchaser; (iib) contravene any law, rule or regulation of any State state or Commonwealth of commonwealth, the United States, (except for compliance with regulatory or licensing laws, all of which, to the extent applicable to the Purchaser (and to the extent within the control of the Purchaser), will be satisfied in all material respects prior to the Closing), or any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination determination, or award effecting affecting or binding upon obligating the SellerPurchaser, in such a manner as to provide a basis for enjoining or otherwise preventing consummation of the Transaction; (iiic) conflict with or result in a material breach of or default of pursuant to any material indenture or loan or credit agreement or any other material agreement or instrument to which Seller the Purchaser is a party, in such a manner as to provide a basis for enjoining or otherwise preventing consummation of the Transaction; or (ivd) require the authorization, consent, approval or license of any third party of such a nature that the failure to obtain the same would provide a basis for enjoining or otherwise preventing consummation of the Transaction.

Absence of Breach; No Consents. The execution, delivery and performance of this Agreement, and the performance by Seller the Corporation of its obligations hereunder, created by this Agreement do not (i) conflict with, and will not result in a breach of of, any of the provisions of the Articles of Incorporation or Bylaws of the Seller or other similar corporate charter documentsCorporation; (ii) contravene any law, rule or regulation of any State state or Commonwealth commonwealth or of the United States, or of any applicable foreign jurisdiction, or any order, writ, judgment, injunction, decree, determination determination, or award effecting affecting or binding upon obligating the SellerCorporation, in such a manner as to provide a basis for enjoining or otherwise preventing consummation of the Transaction; (iii) conflict with or result in a material breach of or default of pursuant to any material indenture or loan or credit agreement or any other material agreement or instrument to which Seller Corporation is a party, in such a manner as to provide a basis for enjoining or otherwise preventing consummation of the Transaction; or (iv) require the authorization, consent, approval or license of any third party of such a nature that the failure to obtain the same would provide a basis for enjoining or otherwise preventing consummation of the Transaction.

Absence of Breach; No Consents. The execution, delivery and ----------------------------------------- performance of this Agreement, and the performance by Seller the Purchaser of its obligations hereunderspecified by the provisions of this Agreement (except for compliance with any regulatory or licensing laws applicable to the business of the Purchaser, all of which, and to the extent applicable to and within control of the Purchaser (and to the extent within its Control), will be satisfied in all material respects prior to the Closing) do not (ia) conflict with, and will not result in a breach of of, any of the provisions of the Articles of Incorporation or Bylaws of the Seller or other similar corporate charter documentsPurchaser; (iib) contravene any law, rule or regulation of any State state or Commonwealth of commonwealth, the United States, (except for compliance with regulatory or licensing laws, all of which, to the extent applicable to the Purchaser (and to the extent within the control of the Purchaser), will be satisfied in all material respects prior to the Closing), or any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination determination, or award effecting affecting or binding upon obligating the SellerPurchaser, in such a manner as to provide a basis for enjoining or otherwise preventing consummation of the Transaction; (iiic) conflict with or result in a material breach of or default of pursuant to any material indenture or loan or credit agreement or any other material agreement or instrument to which Seller the Purchaser is a party, in such a manner as to provide a basis for enjoining or otherwise preventing consummation of the Transaction; or (ivd) require the authorization, consent, approval or license of any third party of such a nature that the failure to obtain the same would provide a basis for enjoining or otherwise preventing consummation of the Transaction.

Absence of Breach; No Consents. The execution, delivery and performance of this Agreement, and the performance by Seller Purchaser of its obligations hereundercreated by this Agreement (except for compliance with the HSR Act and compliance with any and all regulatory or licensing laws applicable to the business of the Purchaser, all of which, to the extent applicable to Purchaser (and to the extent within its control), will be satisfied in all material respects prior to the Closing) do not not, except as disclosed in Schedule 3.3 to this Agreement, (i) conflict with, and will not result in a breach of of, any of the provisions of the Articles of Incorporation or Bylaws of the Seller or other similar corporate charter documentsPurchaser; (ii) contravene any law, rule or regulation of any State state or Commonwealth commonwealth or of the United States, or of any applicable foreign jurisdiction, or any order, writ, judgment, injunction, decree, determination determination, or award effecting affecting or binding upon obligating the SellerPurchaser, in such a manner as to provide a basis for enjoining or otherwise preventing consummation of the Transaction; (iii) conflict with or result in a material breach of or default of pursuant to any material indenture or loan or credit agreement or any other material agreement or instrument to which Seller Purchaser is a party, in such a manner as to provide a basis for enjoining or otherwise preventing consummation of the Transaction; or (iv) require the authorization, consent, approval or license of any third party of such a nature that the failure to obtain the same would provide a basis for enjoining or otherwise preventing consummation of the Transaction.

Absence of Breach; No Consents. The execution, delivery and performance of this Agreement, and the performance by Seller Purchaser of its obligations hereunder, hereunder do not (i) conflict with, and will not result in a breach of of, any of the provisions of the Articles Certificate of Incorporation or Bylaws of the Seller or other similar corporate charter documentsPurchaser; (ii2) contravene any law, rule or regulation of any State or Commonwealth of the United States, or of any applicable foreign jurisdiction, or any order, writ, judgment, injunction, decree, determination determination, or award effecting affecting or binding upon the SellerPurchaser or any of its Subsidiaries, in such a manner as to provide a basis for enjoining or otherwise preventing consummation of the Transaction; (iii3) conflict with or result in a material breach of or default of under any material indenture or loan or credit agreement or any other material agreement or instrument to which Seller Purchaser or any of its Subsidiaries is a party, in such a manner as to provide a basis for of enjoining or otherwise preventing consummation of the Transaction; or (iv4) require the authorization, consent, approval or license of any third party of such a nature that the failure to obtain the same would provide a basis for enjoining or otherwise preventing consummation of the Transaction.