Absence of Conflicts; Consents. (a) The execution and delivery by such MCE Party of this Agreement and each other Transaction Document to which such MCE Party is a party does not, and the consummation of the transactions contemplated hereby and thereby and the compliance by such MCE Party with any of the provisions hereof and thereof does not and will not, (i) constitute a default (or an event that, with notice or lapse of time or both, would give rise to a default) under, give rise to any right of termination, cancellation, amendment or acceleration of, require payments under, or create in any party additional or greater rights or benefits under, or result in the creation of a Lien on any of the properties or assets of such MCE Party, with respect to any Contract or other obligation to which such MCE Party is party or by which such MCE Party or any of its assets or properties is bound or subject, except for such defaults, rights of termination, cancellation, amendment or acceleration, or Liens that would not reasonably be expected to have a material adverse effect on the ability of such MCE Party to perform its obligations under this Agreement or any of the other Transaction Documents to which he is a party or the business of such MCE Party or (ii) conflict with or violate in any material respect any Law applicable to or binding on such MCE Party or by which any of such MCE Party’s assets or properties is bound or subject.
(b) The execution and delivery by the MCE Parties of this Agreement and each of the other Transaction Documents to which such MCE Party is a party does not, and consummation of the transactions contemplated hereby or thereby and the compliance by such MCE Party with any of the provisions hereof or thereof does not and will not, require such MCE Party to obtain any consent, license, permit, approval, waiver, authorization or order of, or to make any filing with or notification to, any Governmental Authority or third Person.
Absence of Conflicts; Consents. (a) The execution and delivery by Acquirer of this Agreement and the execution and delivery of each of the other Transaction Documents to which Acquirer is a party does not, and the consummation of the transactions contemplated hereby and thereby and the compliance by Acquirer with any of the provisions hereof and thereof does not and will not (i) conflict with or violate the Organizational Documents of Acquirer, (ii) constitute a default (or an event that, with notice or lapse of time or both, would give rise to a default) under, give rise to any right of termination, cancellation, amendment or acceleration of, require payments under, or create in any party additional or greater rights or benefits under, or result in the creation of a Lien on any of the properties or assets of Acquirer, with respect to any Contract or other obligation to which Acquirer is a party or by which Acquirer or any of its assets or properties is bound or subject, except for any such defaults, rights of termination, cancellation, amendment, or acceleration, payments, rights or Liens that would not reasonably be expected to have an adverse effect on the ability of Acquirer to perform its obligations under this Agreement or any other Transaction Document or (iii) conflict with or violate in any material respect any Law applicable to or binding on Acquirer or by which Acquirer’s assets or properties are bound or subject, except for any such violations that would not reasonably be expected to have an adverse effect on the ability of Acquirer to perform its obligations under this Agreement or any other Transaction Document.
(b) Except as have been obtained or waived, none of (i) the execution and delivery by Acquirer of this Agreement, (ii) the execution and delivery by Acquirer of any other Transaction Document to which Acquirer is a party, (iii) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents or (iv) compliance by Acquirer with the provisions of this Agreement and the other Transaction Documents will require Acquirer to obtain any consent, license, permit, approval, waiver, authorization or order of, or to make any filing with or notification to, any Governmental Authority or third Person.
Absence of Conflicts; Consents. (i) The execution and delivery of this Agreement and the Note by the Company does not, and the consummation of the transactions contemplated hereby and thereby (in each case, with or without the passage of time or the giving of notice), will not, directly or indirectly, (A) violate the provisions of any of the charter documents of the Company, (B) violate or constitute a default, an event of default or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights under any contract to which the Company is a party or by which the Company or any of its assets is bound, (C) violate or conflict with any law, authorization or governmental order applicable to the Company, or give any governmental entity or other person the right to challenge any of the transactions contemplated hereby or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such law, authorization or governmental order, or (D) result in the creation of any security interest, mortgage, pledge, lien, claim, charge, title retention or other encumbrance (collectively, "Liens") upon any of the assets owned or used by the Company, except for any such violations, conflicts, defaults and events referred to in clause (B) and for any such violations, conflicts, challenges, remedies, relief, revocations, modifications or Liens referred to in clauses (C) and (D) that would not in the aggregate be material to the Company.
(ii) No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental entity or other person, is required by or with respect to the Company in connection with the execution and delivery of this Agreement and the Note, except for such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws.
Absence of Conflicts; Consents. (a) The execution and delivery by the Seller of this Agreement, the consummation of the transactions contemplated hereby, or compliance by the Seller with any of the provisions hereof or thereof will not conflict with, or result in any (i) violation or default with respect to the articles of incorporation and by-laws or comparable organizational documents of the Company or its Subsidiaries, or (ii) material violation of or material default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (a) any Material Contract or Permit to which any of the Seller is a party or by which any of the properties or assets of the Seller are bound; (b) any Order of any Governmental Authority applicable to the Seller, by which any of the material properties or assets of the Seller, are bound; or (c) any applicable Law applicable to the Seller.
(b) Except as disclosed in Section 4.02(b) of the Disclosure Schedule, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority is required on the part of the Seller in connection with the execution and delivery of this Agreement, the compliance by the Seller with any of the provisions hereof, or the consummation of the transactions contemplated hereby.
Absence of Conflicts; Consents. (a) The execution and delivery by the Company of this Agreement, the consummation of the transactions contemplated hereby, or compliance by the Company with any of the provisions hereof or thereof will not conflict with, or result in any (i) material violation of or material default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (a) any Material Contract or Permit to which any of the Company or any Subsidiary is a party or by which any of the properties or assets of the Company or any Subsidiary are bound; (b) any Order of any Governmental Authority applicable to the Company or any Subsidiary, by which any of the properties or assets of the Company or any Subsidiary, are bound; or (c) any applicable Law applicable to the Company or any Subsidiary.
(b) Except as disclosed in Section 5.03(b) of the Disclosure Schedule, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority is required on the part of the Company or any Subsidiary in connection with the execution and delivery of this Agreement, the compliance by the Company with any of the provisions hereof, or the consummation of the transactions contemplated hereby.
Absence of Conflicts; Consents. (a) The execution and delivery by the Partnership of the Transaction Agreements does not, and the consummation of the Transactions and the compliance by the Partnership with any of the provisions hereof and thereof does not and will not, (i) conflict with or violate, or constitute a default (or an event that, with notice or lapse of time or both, would give rise to a default) under, give rise to any right of termination, cancellation, amendment or acceleration of, require payments under, or create in any party additional or greater rights or benefits under, or result in the creation of a lien on any of the properties or assets of any Partnership Entity, with respect to any contract or other obligation to which any Partnership Entity is party or by which any Partnership Entity or any of its assets or properties is bound or subject, except for such defaults, rights of termination, cancellation, amendment or acceleration, or liens that would not reasonably be expected to have a material adverse effect on the ability of the Partnership to perform its obligations under any Transaction Agreement or the business of the Partnership Entities or (ii) conflict with or violate in any material respect any law, rule, regulation, proceeding or judgment applicable to or binding on any Partnership Entity or by which any of the Partnership Entities’ assets or properties is bound or subject.
(b) The execution and delivery by the Partnership of the Transaction Agreements does not, and consummation of the transactions contemplated hereby or thereby and the compliance by the Partnership with any of the provisions hereof or thereof does not and will not, require the Partnership to obtain any consent, license, permit, approval, waiver, authorization or order of, or to make any filing with or notification to, any governmental authority or third person.
Absence of Conflicts; Consents. Except as set forth in SCHEDULE 4.5, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Company and Seller do not and shall not (a) conflict with or result in any breach of any of the provisions of, (b) constitute a default under, (c) result in a violation of, (d) give any third party the right to terminate or to accelerate any obligation under, (e) result in the creation of any Encumbrance upon the Shares or any Encumbrance on the assets of the Company under, or (f) require any permit, authorization, consent, approval, exemption, declaration, filing or other action by or notice to any court or other governmental or regulatory body under, the provisions of the articles of incorporation or by-laws of the Company or any indenture, mortgage, lease, loan agreement or other agreement or instrument to which the Company is bound or affected, or any law, statute, rule or regulation or any judgment, order or decree to which the Company is subject. No notice to, filing with or authorization, consent or approval of any government or governmental agency by the Company or Seller is necessary for the consummation of the transactions contemplated by this Agreement and the other documents contemplated hereby to which the Company or Seller is or shall be a party.
Absence of Conflicts; Consents. Except as set forth on Schedule 4.3 (the “Company Consents”), (a) the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and the compliance with the terms hereof or thereof by each member of the Company Group do not and shall not (including with the passage of time, giving of notice or taking of any action by any third party) conflict with or result in any breach of any of the provisions of, constitute a default under, result in a violation of, result in the loss of any rights or benefits under or impose any additional or greater burdens or obligations under, give any third party additional or greater rights or benefits, including the right to terminate, modify or accelerate any obligation, under, result in the creation of any Lien (other than a Permitted Lien) upon the Subject Interests or the assets of any member of the Company Group, or require any notice or consent under the provisions of the certificate of formation or the operating agreement (or equivalent governing documents) of any member of the Company Group or any Contract to which any member of the Company Group or any of their respective properties is bound or affected where the failure to provide such notice or obtain such consent would be materially adverse to the ownership or operation of the Business or violate any Law or order to which any member of the Company Group is subject, which violation would be materially adverse to the ownership or operation of the Business; and (b) no notice to, filing with, or Governmental Authorization of any Governmental Entity is necessary for the consummation of the transactions contemplated by this Agreement and the other documents contemplated hereby.
Absence of Conflicts; Consents. (a) Assuming that the Acquired Entity Approvals have been obtained and that the filings and notifications described in Section 6.04
(b) have been made, the execution and delivery by the MCE Parties of this Agreement and the execution and delivery of each of the other Transaction Documents to which any MCE Party or Acquired Entity is a party does not, and the consummation of the transactions contemplated hereby and thereby and the compliance
Absence of Conflicts; Consents. (a) Assuming that the Acquirer Approvals have been obtained and that the filings and notifications described in Section 7.03(b) have been made, the execution and delivery by Acquirer of this Agreement and the execution and delivery of each of the other Transaction Documents to which Acquirer is a party does not, and the consummation of the transactions contemplated hereby and thereby and the compliance by Acquirer with any of the provisions hereof and thereof does not and will not (i) conflict with or violate the Organizational Documents of Acquirer,
