Common use of Absence of Conflicts; Consents Clause in Contracts

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 such MCE Torus 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 Torus 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 Torus Party, with respect to any Contract or other obligation to which such MCE Torus Party is party or by which such MCE Torus 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 Torus 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 Torus Party or by which any of such MCE Torus Party’s assets or properties is bound or subject. (b) The execution and delivery by the MCE Torus 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 Torus Party with any of the provisions hereof or thereof does not and will not, require such MCE Torus 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 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 such MCE Party Contributors of this Agreement and the execution and delivery of each of the other Transaction Document Documents to which such MCE Party any Contributor or Acquired Entity is a party does not, and the consummation of the transactions contemplated hereby and thereby and the compliance by each Contributor and each such MCE Party Acquired Entity with any of the provisions hereof and thereof does not and will notnot (i) conflict with or violate the Organizational Documents of any Acquired Entity, (iii) 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 Lien, other than any Permitted Lien, on any of the properties or assets of such MCE Partyany Acquired Entity, with respect to any Contract or other obligation to which such MCE Party any Acquired Entity is party or by which such MCE Party any Acquired 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 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 (iiiii) conflict with or violate in any material respect any Law applicable to or binding on such MCE Party any Acquired Entity or by which any of such MCE PartyAcquired Entity’s assets or properties is are bound or subject, or (iv) constitute an event which, after notice or lapse of time or both, would result in the creation of a Lien, other than any Permitted Lien, on any of the Acquired Interests or the Acquired Assets. (b) The Except as set forth on Schedule 6.04(b), and except as have been obtained or waived, none of (i) the execution and delivery by the MCE Parties Contributors of this Agreement Agreement, (ii) the execution and delivery by each Contributor and any Acquired Entity of the any other Transaction Documents Document to which such MCE Party Contributor or Acquired Entity is a party does notparty, and (iii) the consummation of the transactions contemplated hereby or thereby by this Agreement and the other Transaction Documents or (iv) compliance by such MCE Party Contributors or any Acquired Entity with any of the provisions hereof or thereof does not of this Agreement and the other Transaction Documents will not, require such MCE Party any Acquired Entity to obtain any consent, license, permit, approval, waiver, authorization or order ofof (the consents, licenses, permits, approvals, waivers, authorizations and orders set forth on Schedule 6.04(b), collectively, the “Acquired Entity Approvals”), 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 such MCE Party Contributor of this Agreement and each other Transaction Document to which such MCE Party Contributor is a party does not, and the consummation of the transactions contemplated hereby and thereby and the compliance by such MCE Party Contributor 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 PartyContributor, with respect to any Contract or other obligation to which such MCE Party Contributor is a party or by which such MCE Party Contributor 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 Material Adverse Effect on the ability of such MCE Party Contributor 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 Contributor or (ii) conflict with or violate in any material respect any Law applicable to or binding on such MCE Party Contributor or by which any of such MCE PartyContributor’s assets or properties is bound or subject. (b) The Except as have been waived or obtained, the execution and delivery by the MCE Parties Contributors of this Agreement and each of the other Transaction Documents to which such MCE Party Contributor is a party does not, and consummation of the transactions contemplated hereby or thereby and the compliance by such MCE Party Contributor with any of the provisions hereof or thereof does not and will not, require such MCE Party Contributor 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 such MCE Party of this Agreement and each other Transaction Document 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) 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 lien on any of the properties or assets of such MCE PartyParty or the Partnership, with respect to any Contract contract or other obligation to which such MCE Party or the Partnership is party or by which such MCE Party or the Partnership or any of its or the Partnership’s assets or properties is bound or subject, except for such defaults, rights of termination, cancellation, amendment or acceleration, or Liens 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 documents to which he it or the Partnership is a party or the business of such MCE Party or the Partnership or (ii) conflict with or violate in any material respect any Law law, rule, regulation, proceeding or judgment applicable to or binding on such MCE Party or the Partnership or by which any of such MCE Party’s or the Partnership’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 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 or 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 governmental authority or third Personperson. (c) Each Party that is receiving securities in connection with the Transactions, including any Class B Units that may be issued pursuant to the Deferred Class B Issuances, is receiving such securities on its own behalf, for investment, and without a view to distribution in violation of the securities laws.

Absence of Conflicts; Consents. (a) The 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 such the MCE Party Parties of this Agreement and the execution and delivery of each of the other Transaction Document Documents to which such any MCE Party or Acquired Entity is a party does not, and the consummation of the transactions contemplated hereby and thereby and the compliance by such each MCE Party and each such Acquired Entity with any of the provisions hereof and thereof does not and will notnot (i) conflict with or violate the Organizational Documents of any Acquired Entity, (iii) 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 Lien, other than any Permitted Lien, on any of the properties or assets of such MCE Partyany Acquired Entity, with respect to any Contract or other obligation to which such MCE Party any Acquired Entity is party or by which such MCE Party any Acquired 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 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 (iiiii) conflict with or violate in any material respect any Law applicable to or binding on such MCE Party any Acquired Entity or by which any of such MCE PartyAcquired Entity’s assets or properties is are bound or subject, or (iv) constitute an event which, after notice or lapse of time or both, would result in the creation of a Lien, other than any Permitted Lien, on any of the Acquired Interests or the Acquired Assets. (b) The Except as set forth on Schedule 6.04(b), none of (i) the execution and delivery by the MCE Parties of this Agreement Agreement, (ii) the execution and delivery by each MCE Party and any Acquired Entity of the any other Transaction Documents Document to which such MCE Party or Acquired Entity is a party does notparty, and (iii) the consummation of the transactions contemplated hereby or thereby by this Agreement and the other Transaction Documents or (iv) compliance by such the MCE Party Parties or any Acquired Entity with any of the provisions hereof or thereof does not of this Agreement and the other Transaction Documents will not, require such MCE Party any Acquired Entity to obtain any consent, license, permit, approval, waiver, authorization or order ofof (the consents, licenses, permits, approvals, waivers, authorizations and orders set forth on Schedule 6.04(b), collectively, the “Acquired Entity Approvals”), or to make any filing with or notification to, any Governmental Authority or third Person.

Absence of Conflicts; Consents. (a) The Except as indicated in Schedule A, the execution and delivery of each Transaction Agreement by such MCE each MRD Party of this Agreement and each other Transaction Document to which such MCE Party that is a party thereto does not, and the consummation of the transactions contemplated hereby and thereby Transactions and the compliance by such MCE MRD Party 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 lien on any of the properties or assets of such MCE Partyany MRD Entity, with respect to any Contract contract or other obligation to which such MCE Party any MRD Entity is party or by which such MCE Party any MRD Entity or any of its MRD Entity’s respective assets or properties is bound or subject, except for such defaults, rights of termination, cancellation, amendment or acceleration, or Liens liens that would not reasonably be expected to have a material adverse effect on the ability of such MCE Party MRD to perform its obligations under this any Transaction Agreement or any of the other Transaction Documents to which he is a party or the business of such MCE Party the General Partner and the LLCs, taken as a whole, or (ii) conflict with or violate in any material respect any Law law, rule, regulation, proceeding or judgment applicable to or binding on such MCE Party any MRD Entity or by which any of such MCE PartyMRD Entity’s respective assets or properties is bound or subject. (b) The Except as indicated in Schedule A, the execution and delivery by the MCE Parties of this Agreement and each of the other Transaction Documents to which such MCE Agreements by each MRD Party that is a party thereto does not, and consummation of the transactions contemplated hereby or thereby Transactions and the compliance by such MCE each MRD Party that is a party thereto with any of the provisions hereof or thereof does not and will not, require such MCE Party any MRD Entity to obtain any consent, license, permit, approval, waiver, authorization or order of, or to make any filing with or notification to, any Governmental Authority governmental authority or third Personperson.

Absence of Conflicts; Consents. (a) The Neither the execution and delivery by such MCE Party of this Agreement and each or any other Transaction Document to which such MCE Party is a party does notby Buyer, and nor the consummation of the transactions contemplated hereby and thereby and the Transactions or compliance by such MCE Party Buyer with any of the provisions hereof and thereof does not and or thereof, will not(a) violate or breach the terms of, (i) constitute cause a default (or an event that, with notice or lapse of time or both, would give rise to a default) under, give rise to conflict with, result in the loss by Buyer of any right of termination, cancellation, amendment rights or acceleration of, require payments benefits under, impose on Buyer any additional or greater burdens or obligations under, create in any party other Person additional or greater rights or benefits under, create in any other Person the right to accelerate, terminate, modify or result in the creation of a Lien on cancel, require any of the properties notice or assets of such MCE Party, with respect consent or give rise to any preferential purchase right, right of first refusal, right of first offer or similar right under (i) any applicable Legal Requirement, (ii) the Organizational Documents of Buyer, (iii) 34 any Contract or other obligation to which such MCE Party Buyer is a party or by which such MCE Party Buyer, or any of its assets properties or properties assets, is bound bound, or subject(b) with the passage of time or the giving of notice or the taking of any action of any third party have any of the effects set forth in clause (a) of this Section 6.4, in each case, other than with respect to Section 6.4(a)(ii), except for such defaults, rights of termination, cancellation, amendment or acceleration, or Liens that as would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the ability of such MCE Party to Transactions or otherwise perform its obligations under this Agreement or any other Transaction Documents. Except with respect to the filings, notices, waiting periods or approvals required by (i) the Xxxx Xxxxx Xxxxxx Act, (ii) other filings required under federal or state securities Legal Requirements, and (iii) NYSE rules and regulations, Buyer’s execution, delivery, and performance of this Agreement (and 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 be executed and delivered 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 notBuyer, 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 Transactions) is not and will not, require such MCE Party not be subject to obtain any consent, license, permit, approval, waiver, authorization or order ofwaiver from, or to make require any registration, declaration, notice, or filing with or notification towith, any Governmental Authority or any other third Personparty, except those that the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Buyer’s ability to consummate the Transactions or otherwise perform its obligations under this Agreement or any other Transaction Documents.