Common use of Absence of Conflicts and Consent Requirements Clause in Contracts

Absence of Conflicts and Consent Requirements. Except as set forth in Section 3.2 of the Disclosure Schedule, each Seller’s execution and delivery of this Agreement and each of the Ancillary Agreements to which it will be a party at the Closing, the performance of its obligations hereunder and thereunder, and the consummation of the Transaction do not (a) conflict with or violate, the Governing Documents of any member of the Seller Group, (b) violate or, alone or with notice or the passage of time, result in the breach or the termination of, or otherwise give any contracting party the right to terminate, modify, declare a default or declare an acceleration under, the terms of any agreement to which any member of the Seller Group is a party or by which any of its assets may be bound (or result in the imposition of any Encumbrance upon any of its assets), or (c) violate any judgment, order, decree or any law, statute, regulation or other judicial or governmental restriction to which any member of the Seller Group is subject, except in the cases of clauses (b) and (c), for such matters as would not have a Material Adverse Effect. Except for compliance with the HSR Act and as otherwise noted in Section 3.2 of the Disclosure Schedule, there is no requirement applicable to Sellers or any other member of the Seller Group to make any filing with, or to obtain any Permit, authorization, consent or approval of, any Government Authority or any third party, as a condition to the lawful performance by Sellers of their obligations hereunder.

Absence of Conflicts and Consent Requirements. Except as set forth in Section 3.2 of the Disclosure Schedule, each Seller’s execution and delivery of this Agreement and each of the Ancillary Agreements to which it will be a party at the ClosingAgreement, the performance of its obligations hereunder and thereunderhereunder, and the consummation of the Transaction transactions contemplated hereby do not not: (a) conflict with or violate, the Governing Organizational Documents of any member of the Seller Group, ; or (b) violate or, alone or with notice or the passage of time, result in the breach or the termination of, or otherwise give any contracting party the right to terminate, modify, declare a default or declare an acceleration under, the terms of any agreement to which any member of the Seller Group is a party or by which any of its assets may be bound Business Agreement; (or c) result in the imposition of any Encumbrance upon on any material assets of its assets), any member of the Seller Group or (cd) violate in any material respect any judgment, order, decree or or, any law, statute, regulation or other judicial or governmental restriction to which any member of the Seller Group is subject, except in the cases of clauses (b) and (c), for such matters as would not have a Material Adverse Effect. Except for compliance with the HSR Act Act, and as otherwise noted in Section 3.2 of the Disclosure Schedule, there is no requirement applicable to Sellers Seller or any other member of the Seller Group to make any filing with, or to obtain any Permit, authorization, consent or approval of, any Government Authority or any third party, as a condition to in connection with Seller’s execution and delivery of this Agreement, and the lawful performance by Sellers of their its obligations hereunderhereunder and the consummation of the transactions contemplated hereby.