Common use of Absence of Restrictions and Conflicts Clause in Contracts

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Purchaser of this Agreement and the Purchaser Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of, and compliance with, the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing of time or the giving of notice or both, (a) contravene or conflict with any term or provision of the certificate of incorporation or bylaws of the Purchaser, (b) violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any Party the right to terminate, modify or cancel any Contract to which the Purchaser is a party (other than under any debt-related documents for which the Purchaser shall obtain applicable consents and/or waivers), (c) contravene or conflict with any judgment, decree or order of any Governmental Entity to which the Purchaser is a party or by which the Purchaser is bound or (d) contravene or conflict with any Law or arbitration award applicable to the Purchaser. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Purchaser in connection with the execution, delivery or performance of this Agreement or the Purchaser Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Purchaser of this Agreement and the Purchaser Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of, and compliance with, the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing of time or the giving of notice or both, (a) contravene or conflict with any term or provision of the certificate of incorporation or bylaws of the Purchaser, ; (b) violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any Party party the right to terminate, modify or cancel any Contract to which the Purchaser is a party (other than under any debt-related documents for which the Purchaser shall obtain applicable consents and/or waivers), ; (c) contravene or conflict with any judgment, decree or order of any Governmental Entity to which the Purchaser is a party or by which the Purchaser is bound bound; or (d) contravene or conflict with any Law or arbitration award regulation applicable to the Purchaser. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Purchaser in connection with the execution, delivery or performance of this Agreement or the Purchaser Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Purchaser of this Agreement Agreement, the Stockholder Ancillary Documents and the Purchaser Company Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of, of and compliance with, with the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing of time or the giving of notice or both, (a) contravene or conflict with any term or provision of the certificate of incorporation or bylaws of the Purchaser, (b) violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under under, require the consent, notice or other action by any Person under, or create in any Party Person the right to terminate, modify or cancel cancel, (a) any term or provision of the charter documents or organizational documents of the Company, (b) except as indicated on Schedule 4.12, any Company Contract or any other Contract, License or other instrument applicable to which the Purchaser is a party (other than under any debt-related documents for which Major Stockholder or the Purchaser shall obtain applicable consents and/or waivers)Company, (c) contravene or conflict with any judgment, decree or order of any court or Governmental Entity or agency to which the Purchaser Company is a party or by which the Purchaser is bound Company or any of its properties are bound, or (d) contravene or conflict with any Law or arbitration award applicable to the PurchaserCompany. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Purchaser Company or the Major Stockholder in connection with the execution, delivery or performance of this Agreement Agreement, the Stockholder Ancillary Documents or the Purchaser Company Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except for the filing of the Certificate of Merger with the Secretary of State of Delaware.

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Purchaser of this Agreement and the Purchaser Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of, of and compliance with, with the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing of time or the giving of notice or both, (a) contravene or conflict with any term or provision of the certificate articles of incorporation organization or bylaws operating agreement of the Purchaser, ; (b) violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any Party party the right to terminate, modify or cancel any Contract to which the Purchaser is a party (other than under any debt-related documents for which the Purchaser shall obtain applicable consents and/or waivers), party; (c) contravene or conflict with any judgment, decree or order of any Governmental Entity to which the Purchaser is a party or by which the Purchaser is bound bound; or (d) contravene or conflict with in any material respect any Law or arbitration award applicable to Purchaser; in the Purchasercase of each of (a)-(d) above which individually or in the aggregate, would reasonably be expected to have a Purchaser Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Purchaser in connection with the execution, delivery or performance of this Agreement or the Purchaser Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Purchaser and Xxxxxxxx of this Agreement and the Purchaser Ancillary Documents, if applicable, the consummation of the transactions contemplated hereby and thereby and the fulfillment of, and compliance with, the terms and conditions hereof and thereof do not or shall not (as the case may be), with or without the passing of time or the giving of notice or both, (a) contravene or conflict with any term or provision of the certificate of incorporation formation, operating agreement or bylaws other governing documents of the PurchaserPurchaser or Xxxxxxxx, (b) violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any Party party the right to terminate, modify or cancel any Contract to which the Purchaser and/or Xxxxxxxx is a party (other than under any debt-related documents for which the Purchaser shall obtain applicable consents and/or waivers)party, (c) contravene or conflict with any judgment, decree or order of any Governmental Entity to which the Purchaser and/or Xxxxxxxx is a party or by which the Purchaser and/or Xxxxxxxx is bound or (d) contravene or conflict with any Law or arbitration award applicable to the PurchaserPurchaser and/or Xxxxxxxx. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Purchaser and/or Xxxxxxxx in connection with the execution, delivery or performance of this Agreement or the Purchaser Ancillary Documents Documents, if applicable, or the consummation of the transactions contemplated hereby or thereby.

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Purchaser of this Agreement and the Purchaser Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of, and compliance with, the terms and conditions hereof and thereof do not or shall not (as the case may be), with or without the passing of time or the giving of notice or both, (a) contravene or conflict with any term or provision of the certificate of incorporation or bylaws of the PurchaserPurchaser or Parent, (b) except for the consent of the Purchaser’s lenders under the Purchaser’s credit facility, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any Party party the right to terminate, modify or cancel any Contract to which the Purchaser or Parent is a party (other than under any debt-related documents for which the Purchaser shall obtain applicable consents and/or waivers)party, (c) contravene or conflict with any judgment, decree or order of any Governmental Entity to which the Purchaser or Parent is a party or by which the Purchaser is bound or Parent or any of their properties are bound, or (d) contravene or conflict with any Law or arbitration award applicable to the PurchaserPurchaser or Parent. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Purchaser or Parent in connection with the execution, delivery or performance of this Agreement or the Purchaser Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as may be required by the HSR Act.