Common use of Approvals; No Defaults Clause in Contracts

Approvals; No Defaults. (1) Except as set forth in Section 4.03(f) of the Constellation Disclosure Letter (collectively, the “Constellation Regulatory and Third Party Approvals”), no consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Constellation or any Constellation Subsidiary in connection with the execution, delivery or performance by Constellation of this Agreement or the consummation by Constellation or any Constellation Subsidiary of the Transactions to which any of them is a party, except for those that the failure to make or obtain have not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to Constellation. As of the date hereof, to the Knowledge of Constellation, Constellation is not aware of any reason why the necessary Constellation Regulatory and Third Party Approvals will not be received in order to permit consummation of the Transactions on a timely basis. (2) Subject to receipt, filing or registration, as applicable, of Constellation Regulatory and Third Party Approvals, and the expiration of related waiting periods, and required filings under the Exchange Act, the Securities Act and state securities and “blue sky” Laws, the execution, delivery and performance of this Agreement by Constellation and the consummation by Constellation and the Constellation Subsidiaries of the Transactions to which any of them is a party, do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or any acceleration of remedies, penalty, increase in material benefit payable or right of termination under, any applicable Law, any Contract or other instrument or agreement of Constellation or of any Significant Subsidiary of Constellation or to which Constellation or any Significant Subsidiary of Constellation or any of their material, directly owned properties is subject or bound (provided that equity interests in any Person shall not be deemed to be the properties or assets of Constellation or any Constellation Subsidiary), (B) constitute a breach or violation of, or a default under, the Organizational Documents of Constellation or any Significant Subsidiary of Constellation or (C) require Constellation or any Significant Subsidiary of Constellation to obtain any consent or approval under any such Law, Contract or other instrument or agreement, except, in the case of clause (A) or (C), for any such breach, violation, default, consent or approval that has not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to Constellation.

Approvals; No Defaults. (1) Except as set forth in Section 4.03(f4.01(f) of the Constellation Polaris Disclosure Letter (collectively, the “Constellation Polaris Regulatory and Third Party Approvals”), no consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Constellation Polaris or any Constellation Polaris Subsidiary in connection with the execution, delivery or performance by Constellation Polaris of this Agreement or the consummation by Constellation Polaris or any Constellation Polaris Subsidiary of the Transactions to which any of them is a party, except for those that the failure to make or obtain have not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to ConstellationPolaris. As of the date hereof, to the Knowledge of ConstellationPolaris, Constellation Polaris is not aware of any reason why the necessary Constellation Polaris Regulatory and Third Party Approvals will not be received in order to permit consummation of the Transactions on a timely basis. (2) Subject to receipt, filing or registration, as applicable, of Constellation the Polaris Regulatory and Third Party Approvals, and the expiration of related waiting periods, and required filings under the Exchange Act, the Securities Act and state securities and “blue sky” Laws, the execution, delivery and performance of this Agreement by Constellation Polaris and New Polaris and the consummation by Constellation Polaris and the Constellation Polaris Subsidiaries of the Transactions to which any of them is a party, do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or any acceleration of remedies, penalty, increase in material benefit payable or right of termination under, any applicable Law, any Contract or other instrument or agreement of Constellation Polaris or of any Significant Subsidiary of Constellation Polaris or to which Constellation Polaris or any Significant Subsidiary of Constellation Polaris or any of their material, directly owned properties is subject or bound (provided that equity interests in any Person shall not be deemed to be the properties or assets of Constellation Polaris or any Constellation Polaris Subsidiary), (B) constitute a breach or violation of, or a default under, the Organizational Documents of Constellation Polaris or any Significant Subsidiary of Constellation Polaris or (C) require Constellation Polaris or any Significant Subsidiary of Constellation Polaris to obtain any consent or approval under any such Law, Contract or other instrument or agreement, except, in the case of clause (A) or (C), for any such breach, violation, default, consent or approval that has not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to ConstellationPolaris.

Approvals; No Defaults. (1) Except as set forth in Section 4.03(f4.02(f) of the Constellation Sirius Disclosure Letter (collectively, the “Constellation Sirius Regulatory and Third Party Approvals”), no consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Constellation Sirius or any Constellation Sirius Subsidiary in connection with the execution, delivery or performance by Constellation Sirius and any Sirius Subsidiary of this Agreement or the consummation by Constellation Sirius or any Constellation Sirius Subsidiary of the Transactions to which any of them is a party, except for those that the failure to make or obtain have not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to ConstellationSirius. As of the date hereof, to the Knowledge of ConstellationSirius, Constellation Sirius is not aware of any reason why the necessary Constellation Sirius Regulatory and Third Party Approvals will not be received in order to permit consummation of the Transactions on a timely basis. (2) Subject to receipt, filing or registration, as applicable, of Constellation the Sirius Regulatory and Third Party Approvals, and the expiration of related waiting periods, and required filings under the Exchange Act, the Securities Act and state securities and “blue sky” Laws, the execution, delivery and performance of this Agreement by Constellation Sirius, New Sirius, Sirius LP, Sirius Sub and New Sirius Sub and the consummation by Constellation Sirius and the Constellation Sirius Subsidiaries of the Transactions to which any of them is a party, party do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or any acceleration of remedies, penalty, increase in material benefit payable or right of termination under, any applicable Law, any Contract or other instrument or agreement of Constellation Sirius or of any Significant Subsidiary Subsidiaries of Constellation Sirius or to which Constellation Sirius or any Significant Subsidiary of Constellation Sirius or any of their material, directly owned properties is subject or bound (provided that equity interests in any Person shall not be deemed to be the properties or assets of Constellation Sirius or any Constellation Sirius Subsidiary), (B) constitute a breach or violation of, or a default under, the Organizational Documents of Constellation Sirius or any Significant Subsidiary of Constellation Sirius or (C) require Constellation Sirius or any Significant Subsidiary of Constellation Sirius to obtain any consent or approval under any such Law, Contract or other instrument or agreement, except, in the case of clause (A) or (C), for any such breach, violation, default, consent or approval that has not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to ConstellationSirius.

Approvals; No Defaults. (1) Except as set forth in Section 4.03(f4.02(f) of the Constellation Nova II Disclosure Letter (collectively, the “Constellation Nova II Regulatory and Third Party Approvals”), no consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Constellation Nova II or any Constellation Nova II Subsidiary in connection with the execution, delivery or performance by Constellation Nova II or Nova II OP of this Agreement or the consummation by Constellation Nova II or any Constellation Nova II Subsidiary of the Transactions to which any of them is a party, except for those that the failure to make or obtain have not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to Constellation. As of the date hereof, to the Knowledge of ConstellationNova II, Constellation is the Nova II Parties are not aware of any reason why the necessary Constellation Nova II Regulatory and Third Party Approvals will not be received in order to permit consummation of the Transactions on a timely basis. (2) Subject to (i) receipt, filing or registration, as applicable, of Constellation the Nova II Regulatory and Third Party Approvals, Approvals and the expiration of related waiting periods, periods and (ii) required filings under the Exchange Act, the Securities Act and state securities and “blue sky” Laws, the execution, delivery and performance of this Agreement by Constellation the Nova II Parties and the consummation by Constellation Nova II and the Constellation Nova II Subsidiaries of the Transactions to which any of them is a party, do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or any acceleration of remedies, penalty, increase in material benefit payable or right of termination under, any applicable Law, any Contract or other instrument or agreement of Constellation Nova II or of any Significant Subsidiary of Constellation Nova II or to which Constellation Nova II or any Significant Subsidiary of Constellation Nova II or any of their material, directly owned properties is subject or bound (provided that equity interests Equity Interests in any Person person shall not be deemed to be the properties or assets of Constellation Nova II or any Constellation Nova II Subsidiary), (B) constitute a breach or violation of, or a default under, the Organizational Documents of Constellation Nova II or any Significant Subsidiary of Constellation Nova II or (C) require Constellation Nova II or any Significant Subsidiary of Constellation Nova II to obtain any consent or approval under any such Law, Contract or other instrument or agreement, except, in the case of clause (A) or (C), for any such breach, violation, default, consent or approval that has not resulted in or in, and would not reasonably be expected to result in in, a Nova II Material Adverse Effect with respect to ConstellationEffect.

Approvals; No Defaults. (1) Except as set forth in Section 4.03(f4.01(f) of the Constellation Nova I Disclosure Letter (collectively, the “Constellation Nova I Regulatory and Third Party Approvals”), no consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Constellation Nova I or any Constellation Nova I Subsidiary in connection with the execution, delivery or performance by Constellation Nova I or Nova I OP of this Agreement or the consummation by Constellation Nova I or any Constellation Nova I Subsidiary of the Transactions to which any of them is a party, except for those that the failure to make or obtain have not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to Constellation. As of the date hereof, to the Knowledge of ConstellationNova I, Constellation is the Nova I Parties are not aware of any reason why the necessary Constellation Nova I Regulatory and Third Party Approvals will not be received in order to permit consummation of the Transactions on a timely basis. (2) Subject to (i) receipt, filing or registration, as applicable, of Constellation the Nova I Regulatory and Third Party Approvals, Approvals and the expiration of related waiting periods, periods and (ii) required filings under the Exchange Act, the Securities Act and state securities and “blue sky” Laws, the execution, delivery and performance of this Agreement by Constellation the Nova I Parties and the consummation by Constellation Nova I and the Constellation Nova I Subsidiaries of the Transactions to which any of them is a party, do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or any acceleration of remedies, penalty, increase in material benefit payable or right of termination under, any applicable Law, any Contract or other instrument or agreement of Constellation Nova I or of any Significant Subsidiary of Constellation Nova I or to which Constellation Nova I or any Significant Subsidiary of Constellation Nova I or any of their material, directly owned properties is subject or bound (provided that equity interests Equity Interests in any Person person shall not be deemed to be the properties or assets of Constellation Nova I or any Constellation Nova I Subsidiary), (B) constitute a breach or violation of, or a default under, the Organizational Documents of Constellation Nova I or any Significant Subsidiary of Constellation Nova I or (C) require Constellation Nova I or any Significant Subsidiary of Constellation Nova I to obtain any consent or approval under any such Law, Contract or other instrument or agreement, except, in the case of clause (A) or (C), for any such breach, violation, default, consent or approval that has not resulted in or in, and would not reasonably be expected to result in in, a Nova I Material Adverse Effect with respect to ConstellationEffect.

Approvals; No Defaults. (1) Except as set forth in Section 4.03(f4.03(d) of the Constellation OP Disclosure Letter (collectively, the “Constellation Regulatory and Third Party Approvals”), no consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Constellation OP, RED REIT, any Contributed Entity or any Constellation Contributed Entity Subsidiary in connection with the execution, delivery or performance by Constellation OP or RED REIT of this Agreement or the consummation by Constellation OP, RED REIT or any Constellation Contributed Entity Subsidiary of the Transactions to which any of them it is a party, except for those that the failure to make or obtain have not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to Constellation. As of the date hereof, to the Knowledge of ConstellationConstellation OP, the Constellation is Parties are not aware of any reason why the necessary Constellation Regulatory and Third Party Approvals will not be received in order to permit consummation of the Transactions on a timely basis. (2) Subject to (i) receipt, filing or registration, as applicable, of Constellation Regulatory and Third Party Approvals, Approvals and the expiration of related waiting periods, periods and (ii) required filings under the Exchange Act, the Securities Act and state securities and “blue sky” Laws, the execution, delivery and performance of this Agreement by the Constellation Parties and the consummation by the Constellation Parties and the Constellation Contributed Entity Subsidiaries of the Transactions to which any either of them is a party, do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or any acceleration of remedies, penalty, increase in material benefit payable or right of termination under, any applicable Law, any Contract or other instrument or agreement of any Constellation Party, any Contributed Entity or of any Significant Contributed Entity Subsidiary of Constellation or to which any Constellation Party, any Contributed Entity or any Significant Contributed Entity Subsidiary of Constellation or any of their material, directly owned properties is subject or bound (provided that equity interests Equity Interests in any Person person shall not be deemed to be the properties or assets of any Constellation Party, any Contributed Entity or any Constellation Contributed Entity Subsidiary), (B) constitute a breach or violation of, or a default under, the Organizational Documents of any Constellation Party, any Contributed Entity or any Significant Contributed Entity Subsidiary of Constellation or (C) require any Constellation Party, any Contributed Entity or any Significant Contributed Entity Subsidiary of Constellation to obtain any consent or approval under any such Law, Contract or other instrument or agreement, except, in the case of clause (A) or (C), for any such breach, violation, default, consent or approval that has not resulted in or in, and would not reasonably be expected to result in in, a Contributed Entity Material Adverse Effect with respect to ConstellationEffect.

Approvals; No Defaults. (1) Except as set forth in Section 4.03(f4.03(d) of the Constellation OP Disclosure Letter (collectively, the “Constellation Regulatory and Third Party Approvals”), no consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Constellation OP, RED REIT, any Contributed Entity or any Constellation Contributed Entity Subsidiary in connection with the execution, delivery or performance by Constellation OP or RED REIT of this Agreement or the consummation by Constellation OP, RED REIT or any Constellation Contributed Entity Subsidiary of the Transactions to which any of them it is a party, except for those that the failure to make or obtain have not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to Constellation. As of the date hereof, to the Knowledge of ConstellationConstellation OP, the Constellation is Parties are not aware of any reason why the necessary Constellation Regulatory and Third Party Approvals will not be received in order to permit consummation of the Transactions on a timely basis. (2) Subject to (i) receipt, filing or registration, as applicable, of Constellation Regulatory and Third Party Approvals, Approvals and the expiration of related waiting periods, periods and (ii) required filings under the Exchange Act, the Securities Act and state securities and “blue sky” Laws, the execution, delivery and performance of this Agreement by the Constellation Parties and the consummation by the Constellation Parties and the Constellation Contributed Entity Subsidiaries of the Transactions to which any either of them is a party, do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or any acceleration of remedies, penalty, increase in material benefit payable or right of termination under, any applicable Law, any Contract or other instrument or agreement of any Constellation Party, any Contributed Entity or of any Significant Contributed Entity Subsidiary of Constellation or to which any Constellation Party, any Contributed Entity or any Significant Contributed Entity Subsidiary of Constellation or any of their material, directly owned properties is subject or bound (provided that equity interests Equity Interests in any Person person shall not be deemed to be Table of Contents the properties or assets of any Constellation Party, any Contributed Entity or any Constellation Contributed Entity Subsidiary), (B) constitute a breach or violation of, or a default under, the Organizational Documents of any Constellation Party, any Contributed Entity or any Significant Contributed Entity Subsidiary of Constellation or (C) require any Constellation Party, any Contributed Entity or any Significant Contributed Entity Subsidiary of Constellation to obtain any consent or approval under any such Law, Contract or other instrument or agreement, except, in the case of clause (A) or (C), for any such breach, violation, default, consent or approval that has not resulted in or in, and would not reasonably be expected to result in in, a Contributed Entity Material Adverse Effect with respect to ConstellationEffect.

Approvals; No Defaults. (1) Except as set forth in Section 4.03(f4.01(f) of the Constellation Nova I Disclosure Letter (collectively, the “Constellation Nova I Regulatory and Third Party Approvals”), no consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Constellation Nova I or any Constellation Nova I Subsidiary in connection with the execution, delivery or performance by Constellation Nova I or Nova I OP of this Agreement or the consummation by Constellation Nova I or any Constellation Nova I Subsidiary of the Transactions to which any of them is a party, except for those that the failure to make or obtain have not resulted in or would not reasonably be expected to result in a Material Adverse Effect with respect to Constellation. As of the date hereof, to the Knowledge of ConstellationNova I, Constellation is the Nova I Parties are not aware of any reason why the necessary Constellation Nova I Regulatory and Third Party Approvals will not be received in order to permit consummation of the Transactions on a timely basis. (2) Subject to (i) receipt, filing or registration, as applicable, of Constellation the Nova I Regulatory and Third Party Approvals, Approvals and the expiration of related waiting periods, periods and (ii) required filings under the Exchange Act, the Securities Act and state securities and “blue sky” Laws, the execution, delivery and performance of this Agreement by Constellation the Nova I Parties and the consummation by Constellation Nova I and the Constellation Nova I Table of Contents Subsidiaries of the Transactions to which any of them is a party, do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or any acceleration of remedies, penalty, increase in material benefit payable or right of termination under, any applicable Law, any Contract or other instrument or agreement of Constellation Nova I or of any Significant Subsidiary of Constellation Nova I or to which Constellation Nova I or any Significant Subsidiary of Constellation Nova I or any of their material, directly owned properties is subject or bound (provided that equity interests Equity Interests in any Person person shall not be deemed to be the properties or assets of Constellation Nova I or any Constellation Nova I Subsidiary), (B) constitute a breach or violation of, or a default under, the Organizational Documents of Constellation Nova I or any Significant Subsidiary of Constellation Nova I or (C) require Constellation Nova I or any Significant Subsidiary of Constellation Nova I to obtain any consent or approval under any such Law, Contract or other instrument or agreement, except, in the case of clause (A) or (C), for any such breach, violation, default, consent or approval that has not resulted in or in, and would not reasonably be expected to result in in, a Nova I Material Adverse Effect with respect to ConstellationEffect.

Approvals; No Defaults. (1) Except as set forth in on Section 4.03(f4.01(g)(1) of the Constellation Disclosure Letter (collectivelythe “Company Regulatory Approvals”) and as may be required by the MGCL, the “Constellation Regulatory MLLCA, the DRULPA, the DLLCA, the Exchange Act, the listing requirements of the NYSE and Third Party Approvals”)such filings with the SEC as may be required to be made by the Company in connection with this Agreement and the Mergers, including the Proxy Statement, no consents or approvals of, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Constellation or any Constellation Subsidiary the Acquired Companies in connection with the execution, delivery or performance by Constellation each of the Company, the Partnership and Partnership Merger Sub of this Agreement or the consummation by Constellation or any Constellation Subsidiary of the Transactions to which any of them is a partyMergers and the other transactions contemplated by this Agreement, except for those that the failure to make or obtain have not resulted had and would not, individually or in or would not the aggregate, reasonably be expected to result in have a Material Adverse Effect with respect to Constellation. As of the date hereof, to the Knowledge of Constellation, Constellation is not aware of any reason why the necessary Constellation Regulatory and Third Party Approvals will not be received in order to permit consummation of the Transactions on a timely basisCompany. (2) Subject to receipt, filing or registration, as applicable, receipt of Constellation Regulatory the consents and Third Party Approvalsapprovals referred to in the preceding paragraph, and the expiration of related waiting periods, and assuming the required filings under and registrations referred to in the Exchange Act, the Securities Act and state securities and “blue sky” Lawspreceding paragraph have been made, the execution, delivery and performance of this Agreement by Constellation the Company, Partnership and Partnership Merger Sub and the consummation by Constellation and the Constellation Subsidiaries of the Transactions to which any of them is a partytransactions contemplated, do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien or any acceleration of remedies, penalty, increase in material benefit payable or right of termination under, any applicable Law, any Contract or other instrument or agreement of Constellation or of any Significant Subsidiary of Constellation the Acquired Companies or to which Constellation or any Significant Subsidiary of Constellation or any of their material, directly owned properties the Acquired Companies or Company Properties is subject or bound (provided that equity interests in any Person shall not be deemed to be the properties or assets of Constellation or any Constellation Subsidiary), bound; (B) constitute a breach or violation of, or a default under, the Organizational Constituent Documents of Constellation or any Significant Subsidiary of Constellation the Acquired Companies; or (C) require Constellation or any Significant Subsidiary of Constellation the Acquired Companies to obtain any consent or approval under any such Law, Contract or other instrument or agreement, except, in the case of clause clauses (A) or (C), for any such breach, violation, default, consent or approval that has not resulted would not, individually or in or would not the aggregate, reasonably be expected to result in have a Material Adverse Effect with respect to Constellationthe Company.