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

Absence of Conflicts and Consent Requirements. Each Buyer’s execution and delivery of this Agreement, and the performance of its respective obligations hereunder, do not (a) conflict with or violate such Buyer’s Governing Documents, (b) violate or, alone or with notice or passage of time, result in the material breach or termination of, or otherwise give any contracting party the right to terminate or declare a default or declare an acceleration under, the terms of any material written agreement to which such Buyer is a party or by which such Buyer or its assets are bound, or (c) violate any judgment, order, decree or, to the knowledge of such Buyer, any material law, statute, regulation or other judicial or governmental restriction to which such Buyer is subject, except in the cases of clauses (b) and (c), for such matters as would not have a Buyer Material Adverse Effect. Except for compliance with the HSR Act, the applicable requirements, if any, of the Securities Act, the Exchange Act or any applicable state securities laws and the rules of the New York Stock Exchange, there is no requirement applicable to Buyers 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 Buyers of their obligations hereunder.

Absence of Conflicts and Consent Requirements. Each BuyerBuyer Entity’s execution and delivery of this Agreement, and the performance of its respective obligations hereunder, do not not: (a) conflict with or violate such BuyerBuyer Entity’s Governing Documents, charter documents or bylaws; (b) violate or, alone or with notice or passage of time, result in the material breach or termination of, or otherwise give any contracting party the right to terminate or declare a default or declare an acceleration under, the terms of any material written agreement to which such Buyer Entity is a party or by which such Buyer Entity or its assets are bound, ; or (c) violate any judgment, order, decree or, to the knowledge of such BuyerBuyer Entity, any material law, statute, regulation or other judicial or governmental restriction to which such Buyer Entity is subject, except in the cases of clauses (b) and (c), for such matters as would not have a Buyer Material Adverse Effect. Except for compliance with the HSR Act, the applicable requirements, if any, of the Securities Act, the Exchange Act or any applicable state securities laws and the rules of the New York Stock Exchange, there is no requirement applicable to Buyers either Buyer Entity 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 Buyers each Buyer Entity of their its obligations hereunder.