Common use of Absence of Defaults and Conflicts Resulting from Transaction Clause in Contracts

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related Custody Agreement and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder or any of such Selling Stockholder’s properties or any agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the properties of such Selling Stockholder is subject, or the charter or by-laws of such Selling Stockholder that is a corporation or the constituent documents of such Selling Stockholder that is not a natural person or a corporation.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related (as defined below), the Custody Agreement (as defined below) and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such any Selling Stockholder Shareholder pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such any Selling Stockholder Shareholder or any of such Selling Stockholder’s their properties or any agreement or instrument to which such any Selling Stockholder Shareholder is a party or by which such any Selling Stockholder Shareholder is bound or to which any of the properties of such any Selling Stockholder Shareholder is subject, or the charter or by-laws of such any Selling Stockholder Shareholder that is a corporation or the constituent documents of such any Selling Stockholder Shareholder that is not a natural person or a corporation.;

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related Custody this Agreement and this the Custody Agreement and the consummation of the transactions herein and therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder pursuant to, to any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder or any of such Selling Stockholder’s his, her, or its properties or any agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the properties of such Selling Stockholder is subject, or the charter or by-laws of such Selling Stockholder, if such Selling Stockholder that is a corporation corporation, or the constituent documents of such Selling Stockholder, if such Selling Stockholder that is not a natural person or a corporation.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related Custody Agreement and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a material breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of Securities to be sold by such Selling Stockholder Stockholders pursuant to, (i) any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder or any of such Selling Stockholder’s its properties or any agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the properties of such Selling Stockholder is subject, or (ii) the charter or charter, by-laws or similar organizational documents of such Selling Stockholder that is a corporation or the constituent documents of such Selling Stockholder that is not a natural person or a corporation, except in the case of clause (i) above, for any default or violation that would not, in the aggregate, reasonably be expected to materially impair the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related Custody Agreement and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder Shareholder pursuant to, (i) any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder Shareholder or any of such Selling Stockholder’s its properties or any agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder is bound or to which any of the properties of such Selling Stockholder Shareholder is subject, except as would not reasonably be expected to have a Material Adverse Effect, or (ii) the charter or by-laws of such any Selling Stockholder Shareholder that is a corporation or the constituent documents of such any Selling Stockholder Shareholder that is not a natural person or a corporation.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related Custody Agreement and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such any Selling Stockholder or any of such Selling Stockholder’s his, her or its properties or any agreement or instrument to which such any Selling Stockholder is a party or by which such any Selling Stockholder is bound or to which any of the properties of such any Selling Stockholder is subject, or the charter or by-laws of such any Selling Stockholder that is a corporation or the constituent documents of such any Selling Stockholder that is not a natural person or a corporation.; and

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related Custody Agreement and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder or any of such Selling Stockholder’s its properties or any agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the properties of such Selling Stockholder is subject, or the charter or by-laws of such Selling Stockholder that is a corporation or the constituent documents of such Selling Stockholder that is not a natural person or a corporation.

Absence of Defaults and Conflicts Resulting from Transaction. The Except as disclosed in the General Disclosure Package and the Final Prospectus, the execution, delivery and performance of the Power of Attorney and related Custody Agreement and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such the Selling Stockholder Shareholder pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such the Selling Stockholder Shareholder or any properties of such the Selling Stockholder’s properties Shareholder or any agreement or instrument to which such the Selling Stockholder Shareholder is a party or by which such the Selling Stockholder Shareholder is bound or to which any of the properties of such the Selling Stockholder Shareholder is subject, or the charter or by-laws of such the Selling Stockholder Shareholder that is a corporation or the constituent documents of such the Selling Stockholder Shareholder that is not a natural person or a corporation.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Custody Agreement, the Power of Attorney and related Custody Agreement and this Agreement and the consummation of the transactions contemplated therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder or any of such Selling Stockholder’s their properties or any agreement or instrument to which such any Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the properties of such Selling Stockholder is subject, or the charter or by-laws of such any Selling Stockholder that is a corporation or the constituent documents of such any Selling Stockholder that is not a natural person or a corporation.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Custody Agreement, the Power of Attorney and related Custody Agreement and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder or any of such Selling Stockholder’s its properties or any agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the properties of such any Selling Stockholder is subject, or the charter or by-laws of such Selling Stockholder that is a corporation or the constituent documents of such Selling Stockholder that is not a natural person or a corporation.;

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related Custody Agreement and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such the Selling Stockholder pursuant to, (A) any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such the Selling Stockholder or any of such Selling Stockholder’s its properties or any agreement or instrument to which such the Selling Stockholder is a party or by which such the Selling Stockholder is bound or to which any of the properties of such the Selling Stockholder is subject, or (B) the charter or by-laws of such the Selling Stockholder that is (if a corporation corporation) or the other constituent documents of such the Selling Stockholder that is not a natural person or a corporation.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related Custody Agreement and this Agreement and the consummation of the Restructuring Transactions and the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any such property or assets of such any Selling Stockholder pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder or any of such Selling Stockholder’s its properties or any agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the properties of such Selling Stockholder is subject, or the charter or by-laws of such Selling Stockholder that is a corporation or the constituent documents of such Selling Stockholder that is not a natural person or a corporation.; and

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related Custody Agreement and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder Stockholders pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder or any of such Selling Stockholder’s their properties or any agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the properties of such Selling Stockholder is subjectsubject , or the charter or by-laws of such Selling Stockholder that is a corporation or the constituent documents of of–such Selling Stockholder that is not a natural person or a corporation.;

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related Custody Agreement and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder pursuant to, (A) any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder or any of such Selling Stockholder’s properties or its properties, (B) any agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the properties of such Selling Stockholder is subject, or (C) the charter or by-laws of such Selling Stockholder that is a corporation or the constituent documents of such Selling Stockholder that is not a natural person or a corporation, except with respect to clauses (A) and (B), where such breach, violation or default or imposition of lien, charge or encumbrance would not reasonably be expected to result in a Material Adverse Effect.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related Custody Agreement and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder or any of such Selling Stockholder’s its properties or any agreement or instrument to which such Selling Stockholder is a party or by which such the Selling Stockholder is bound or to which any of the properties of such Selling Stockholder is subject, or the charter or by-laws of such any Selling Stockholder that is a corporation or the constituent documents of such any Selling Stockholder that is not a natural person or a corporation.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related Custody Agreement and this Agreement by such Selling Stockholder and the consummation by such Selling Stockholder of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder or any of such Selling Stockholder’s its properties or any agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the properties of such Selling Stockholder is subject, or the charter or by-laws of such Selling Stockholder that if it is a corporation or the constituent documents of such Selling Stockholder that if it is not a natural person or a corporation.;

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related Custody Agreement and Agreements or this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder Shareholder pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder Shareholder or any of such Selling Stockholder’s his, her or its properties or any agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder is bound or to which any of the properties of such Selling Stockholder Shareholder is subject, subject or the charter or by-laws of such Selling Stockholder Shareholder that is a corporation or the constituent documents of such Selling Stockholder Shareholder that is not a natural person or a corporation.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related Custody Agreement and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder Shareholder pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder Shareholder or any of such Selling Stockholder’s its properties or any agreement or instrument to which such Selling Stockholder Shareholder is a party or by which such Selling Stockholder Shareholder is bound or to which any of the properties of such Selling Stockholder Shareholder is subject, or the charter or by-laws or similar organizational documents of such Selling Stockholder Shareholder that is a corporation or the constituent documents of such Selling Stockholder Shareholder that is not a natural person or a corporation.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related Custody Agreement and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder or any of such Selling Stockholder’s its properties or any agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the properties of such Selling Stockholder is subject, or the charter or by-laws of such any Selling Stockholder that is a corporation or the constituent documents of such any Selling Stockholder that is not a natural person or a corporation.;

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related (as defined below), the Custody Agreement (as defined below) and this Agreement and the consummation of the transactions transactions[ therein and and] herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such any Selling Stockholder Shareholder pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such any Selling Stockholder Shareholder or any of such Selling Stockholder’s their properties or any agreement or instrument to which such any Selling Stockholder Shareholder is a party or by which such any Selling Stockholder Shareholder is bound or to which any of the properties of such any Selling Stockholder Shareholder is subject, or the charter or by-laws of such any Selling Stockholder Shareholder that is a corporation or the constituent documents of such any Selling Stockholder Shareholder that is not a natural person or a corporation.;

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related Custody Agreement and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such any Selling Stockholder Stockholders pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such over—the any Selling Stockholder or any of such Selling Stockholder’s his, her, or its properties or any agreement or instrument to which such any Selling Stockholder is a party or by which such any Selling Stockholder is bound or to which any of the properties of such any Selling Stockholder is subject, or the charter or by-laws of such any Selling Stockholder that is a corporation or the constituent documents of such any Selling Stockholder that is not a natural person or a corporation.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related Custody Agreement and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such any Selling Stockholder pursuant to, (i) any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such any Selling Stockholder or any of such Selling Stockholder’s his, her or its properties or any agreement or instrument to which such any Selling Stockholder is a party or by which such any Selling Stockholder is bound or to which any of the properties of such any Selling Stockholder is subject, subject or (ii) the charter or by-laws bylaws of such any Selling Stockholder that is a corporation or the constituent documents of such any Selling Stockholder that is not a natural person or a corporation.

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related Custody Agreement and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such any Selling Stockholder Stockholders pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such any Selling Stockholder or any of such Selling Stockholder’s its properties or any agreement or instrument to which such any Selling Stockholder is a party or by which such any Selling Stockholder is bound or to which any of the properties of such any Selling Stockholder is subject, or the charter or by-laws of such any Selling Stockholder that is a corporation or the constituent documents of such any Selling Stockholder that is not a natural person or a corporation.;

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related Custody Agreement and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such any Selling Stockholder pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder or any of such Selling Stockholder’s its properties or any agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the properties of such any Selling Stockholder is subject, or the charter or by-laws of such Selling Stockholder that is a corporation or the constituent documents of such Selling Stockholder that is not a natural person or a corporation.;

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of the Power of Attorney and related Custody Agreement and this Agreement and the consummation of the transactions therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder pursuant to, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder or any of such Selling Stockholder’s its properties or any agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the properties of such Selling Stockholder is subject, or the charter or by-laws of such Selling Stockholder that if the Selling Stockholder is a corporation or the constituent documents of such the Selling Stockholder that if the Selling Stockholder is not a natural person or a corporation.;

Absence of Defaults and Conflicts Resulting from Transaction. The execution, delivery and performance of this Agreement and the Power of Attorney and related Custody Agreement and this Agreement of such Selling Stockholder and the consummation of the transactions herein and therein and herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of such Selling Stockholder pursuant to, (A) any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over such Selling Stockholder or any of such Selling Stockholder’s its properties or any agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the properties of such Selling Stockholder is subject, or (B) the charter or by-laws of such Selling Stockholder that is (if a corporation corporation) or the other constituent documents of such Selling Stockholder that is not a natural person or a corporation.