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, the other Transaction Documents and the Purchaser Ancillary Documents and the consummation of the transactions contemplated hereby and thereby: (a) will not create in any third party the right to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, the other Transaction Documents and the Purchaser Ancillary Documents and (b) do not or will not (as the case may be) 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, (i) any term or provision of the Governing Documents of the Purchaser, (ii) any material contract of the Purchaser or any permit, franchise, License or other instrument applicable to the Purchaser, if the breach, default, loss, or acceleration would be reasonably likely to have a Material Adverse Effect on the Purchaser (for the purposes of this ARTICLE IV, each reference to Material Adverse Effect shall mean the definition of “Material Adverse Effect” herein, substituting a reference to the Purchaser for each reference to the Company), (iii) any judgment, decree or order of any court or Governmental Entity or agency to which the Purchaser is a party or by which the Purchaser or its properties are bound, or (iv) assuming the permits/approvals specified in Schedule 4.23 are promptly obtained, any Law or arbitration award applicable to the Purchaser.

Absence of Restrictions and Conflicts. The execution, execution and delivery and performance by the Purchaser each Seller of this Agreement, the other Transaction Documents Agreement and the Purchaser Company Ancillary Documents to which such Seller is a party does not, and the consummation performance of the transactions contemplated hereby such Seller’s obligations hereunder and thereby: thereunder will not, (a) will not create in to the Knowledge of such Seller, conflict with or violate any third party the right Law applicable to preventsuch Seller (with or without notice or lapse of time or both), enjoin or otherwise delay the transactions contemplated by this Agreementwhich any of such Seller’s properties or assets is bound, the other Transaction Documents and the Purchaser Ancillary Documents and (b) do not or will not (as to the case may be) Knowledge of such Seller, 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, (i) any term or provision of the Governing Documents of the Purchasercontract, (ii) any material contract of the Purchaser or any will, agreement, permit, franchise, License license or other instrument applicable to the Purchaser, if the breach, default, losssuch Seller, or acceleration would be reasonably likely to have a Material Adverse Effect on the Purchaser (for the purposes of this ARTICLE IV, each reference to Material Adverse Effect shall mean the definition of “Material Adverse Effect” herein, substituting a reference to the Purchaser for each reference to the Company), (iiiii) any judgment, decree or order Order of any court or Governmental Entity or agency to which the Purchaser such Seller is a party or by which the Purchaser or its any of such Seller’s properties are bound, or (ivc) assuming the permits/approvals specified in Schedule 4.23 are promptly obtained, conflict with or violate any Law or arbitration award applicable to such Seller, except with respect to clauses (a) and (b) above, for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the Purchaseraggregate reasonably be expected to result in a Purchaser Material Adverse Effect.

Absence of Restrictions and Conflicts. The .. Except for the filings, permits and Consents as may be required under, and other applicable requirements of the HSR Act, Foreign Antitrust Laws and the Exchange Act, the execution, delivery and performance by each of the Purchaser Sellers of this Agreement, the other Transaction Documents Agreement and the Purchaser Shareholder Ancillary Documents and to which such Seller is a party, the consummation of the transactions contemplated hereby and thereby: (a) will not create in any third party thereby and the right to preventfulfillment of, enjoin or otherwise delay the transactions contemplated by this Agreementand compliance with, the other Transaction Documents terms and conditions hereof and thereof by the Purchaser Ancillary Documents and (b) Sellers do not or will shall not (as the case may be) ), with the passing of time or the giving of notice or both, 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, or result in the creation of any Lien upon any of the properties or assets of any Seller under (ia) any term or provision of the Governing Documents of the Purchasercontract, (ii) any material contract of the Purchaser or any agreement, permit, franchise, License license or other instrument applicable to the Purchaser, if the breach, default, loss, or acceleration would be reasonably likely to have a Material Adverse Effect on the Purchaser (for the purposes of this ARTICLE IV, each reference to Material Adverse Effect shall mean the definition of “Material Adverse Effect” herein, substituting a reference to the Purchaser for each reference to the Company)any Seller, (iiib) any judgment, decree or order of any court or Governmental Entity or agency to which the Purchaser any Seller is a party or by which the Purchaser any Seller or any of its properties are bound, bound or (ivc) assuming the permits/approvals specified in Schedule 4.23 are promptly obtained, any Law or arbitration award applicable to any Seller, in each case, except for such violations, conflicts, breaches or defaults, losses or Liens that, individually or in the Purchaseraggregate, would not reasonably be expected to have a Material Adverse Effect.

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Purchaser Sellers of this Agreement, the other Transaction Documents and the Purchaser Sellers Ancillary Documents and the consummation of the transactions contemplated hereby and thereby: (a) will not create in any third party the right to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, the other Transaction Documents and the Purchaser Sellers Ancillary Documents and (b) do not or will not (as the case may be) 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, (i) any term or provision of the Governing Documents of the PurchaserSellers or the Companies, (ii) any material contract of the Purchaser Company Contract (defined below) or any permit, franchise, License or other instrument applicable to the PurchaserCompanies, if the breach, default, loss, or acceleration would be reasonably likely to have a Material Adverse Effect on the Purchaser (for the purposes of this ARTICLE IV, each reference to Material Adverse Effect shall mean the definition of “Material Adverse Effect” herein, substituting a reference to the Purchaser for each reference to the Company), (iii) any judgment, decree or order of any court or Governmental Entity or agency to which the Purchaser is Sellers or the Companies are a party or by which the Purchaser Sellers or its the Companies or any of their respective properties are bound, or (iv) assuming the permits/approvals specified in Schedule 4.23 3.24 are promptly obtained, any Law or arbitration award applicable to the PurchaserCompanies.

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Purchaser Sellers of this Agreement, the other Transaction Documents and the Purchaser Sellers Ancillary Documents and the consummation of the transactions contemplated hereby and thereby: (a) will not create in any third party the right to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, the other Transaction Documents and the Purchaser Sellers Ancillary Documents and (b) do not or will not (as the case may be) 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, (i) any term or provision of the Governing Documents of the PurchaserSellers or the Companies, (ii) any material contract of the Purchaser Company Contract (defined below) or any permit, franchise, License or other instrument applicable to the PurchaserCompanies, if the breach, default, loss, or acceleration would be reasonably likely to have a Material Adverse Effect on the Purchaser (for the purposes of this ARTICLE IV, each reference to Material Adverse Effect shall mean the definition of “Material Adverse Effect” herein, substituting a reference to the Purchaser for each reference to the Company), (iii) any judgment, decree or order of any court or Governmental Entity or agency to which the Purchaser is Sellers or the Companies are a party or by which the Purchaser Sellers or its the Companies or any of their respective properties are bound, or (iv) assuming the permits/approvals specified in Schedule 4.23 4.24 are promptly obtained, any Law or arbitration award applicable to the PurchaserCompanies.

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Purchaser of this Agreement, the other Transaction Documents Agreement and the Purchaser Company Ancillary Documents and Documents, the consummation of the transactions contemplated hereby and thereby: (a) will not create in any third party the right to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, the other Transaction Documents Agreement and the Purchaser Company Ancillary Documents, and the fulfillment of and compliance with the terms and conditions of this Agreement and the Company Ancillary Documents and (b) do not or will not (as the case may be) ), with the passing of time or the giving of notice or both, violate or conflict in any material respect with, constitute a material breach of or default under, result in the loss of any material benefit under, permit the acceleration of any material obligation under or create in any party the right to terminate, modify or cancel, (ia) any term or provision of the Governing Documents charter documents of the PurchaserCompany, (iib) except as indicated on Schedule 4.10, any material contract of the Purchaser or any contract, will, agreement, permit, franchise, License license or other instrument applicable to the Purchaser, Company if the breach, default, loss, or acceleration it would be reasonably likely to have a Material Adverse Effect material adverse effect on the Purchaser (for Transferred Assets or the purposes of this ARTICLE IV, each reference to Material Adverse Effect shall mean the definition of “Material Adverse Effect” herein, substituting a reference to the Purchaser for each reference to the Company)Business, (iiic) 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 Company or its properties any of the Transferred Assets are bound, bound or (ivd) assuming the permits/approvals specified in Schedule 4.23 are promptly obtained, any Law or arbitration award applicable to the PurchaserCompany or the Transferred Assets. Except as set forth on Schedule 4.3, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or any of its Affiliates in connection with the execution, delivery or performance of this Agreement or the Company 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, the other Transaction Documents and the Purchaser Ancillary Documents and the consummation of the transactions contemplated hereby and thereby: (a) will not create in any third party the right to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, the other Transaction Documents and the Purchaser Ancillary Documents and (b) do not or will not (as the case may be) 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, (i) any term or provision of the Governing Documents of the Purchaser, (ii) any material contract of the Purchaser or any permit, franchise, License or other instrument applicable to the Purchaser, if the breach, default, loss, or acceleration would be reasonably likely to have a Material Adverse Effect on the Purchaser (for the purposes of this ARTICLE IVV, each reference to Material Adverse Effect shall mean the definition of “Material Adverse Effect” herein, substituting a reference to the Purchaser for each reference to the Company), (iii) any judgment, decree or order of any court or Governmental Entity or agency to which the Purchaser is a party or by which the Purchaser or its properties are bound, or (iv) assuming the permits/approvals specified in Schedule 4.23 5.23 are promptly obtained, any Law or arbitration award applicable to the Purchaser.