Common use of Authority; No Conflicts; Governmental Consents Clause in Contracts

Authority; No Conflicts; Governmental Consents. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. Buyer has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general principles (regardless of whether such enforceability is considered in a proceeding in equity or law). (b) Except as disclosed on Schedule 5.1(b), the execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Buyer under, any provision of (i) the Certificate of Incorporation or By-Laws of Buyer, (ii) any Contractual Obligation of Buyer or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(C) below, any Requirement of Law applicable to Buyer or its property or assets. No material consent, approval, license, permit order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of the Transaction Documents or the consummation by Buyer of the Transactions, other than (A) compliance with and filings under Section 13(a) and 15(d), as the case may be, of the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those that may be required solely by reason of Sellers' (as opposed to any other third party's) participation in the Transactions.

Authority; No Conflicts; Governmental Consents. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of OhioDelaware. Buyer has all requisite corporate power and authority to enter into this Agreement the Transaction Documents and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement the Transaction Documents and the consummation of the Transactions have been duly and properly taken. This Agreement has been been, and the Transaction Documents, when executed, will be, duly executed and delivered by Buyer and constitutes a constitute valid and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its their respective terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general principles (regardless of whether such enforceability is considered in a proceeding in equity or law). (b) Except as disclosed on Schedule 5.1(b), the The execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any material Lien upon any of the properties or assets of the Buyer under, any provision of (i) the Certificate of Incorporation or By-Laws of Buyer, (ii) any Contractual Obligation of Buyer or (iii) any material judgment, order or decree or, subject to the matters described in clauses clause (A)-(Cc) below, any Requirement of Law statute, law, ordinance, rule or regulation applicable to Buyer or its property or assets. . (c) No material consent, approval, license, permit order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of the Transaction Documents or the consummation by Buyer of the Transactions, other than (A) compliance with and filings and notifications under Section 13(a) applicable state environmental laws and 15(d), as the case may be, of the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those that may be required solely by reason of Sellers' (as opposed to any other third party's) participation in the TransactionsHSR Act.

Authority; No Conflicts; Governmental Consents. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. Buyer has all requisite corporate power and authority to enter into this Agreement and the Transfer Documents and the Post Closing Services Agreement and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement, the Transfer Documents and the Post Closing Services Agreement and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and constitutes constitutes, and when executed and delivered by Buyer at the Closing, each of the Transfer Documents and the Post Closing Services Agreement will constitute, a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Except as disclosed on Schedule 5.1(b4.2(b), the execution and delivery of this Agreement does not and the execution and delivery of the other Transaction Transfer Documents and the Post Closing Services Agreement will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with, or not result in any violation of or material default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any material Lien upon any of the properties or assets of the Buyer under, any provision of (i) the Certificate of Incorporation or By-Laws and Bylaws of Buyer, ; (ii) any material Contractual Obligation of Buyer or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(Ci)-(ii) of Section 4.2(c) below, any Requirement Requirements of Law applicable to Buyer or its property or assets. No . (c) Except as set forth on Schedule 4.2(c), no material consent, approval, license, permit permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority and/or any consent or approval of any other third Persons is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with order to enable such party to execute and deliver this Agreement and/or the execution Transfer Documents and delivery of the Transaction Documents Post Closing Services Agreement or to consummate the consummation by Buyer of the TransactionsTransactions in all material respects, other than including without limitation: (Ai) compliance with and filings under Section 13(a) and 15(d)other Mexican Antitrust Laws, as the case may be, of the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (Cii) those that may be required solely by reason of Sellers' (as opposed to any other third party's) Seller's participation in the Transactions.

Authority; No Conflicts; Governmental Consents. (a) Buyer Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of OhioDelaware. Buyer Seller has all requisite corporate power and authority to enter into this Agreement the Transaction Documents and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Buyer Seller to authorize the execution, delivery and performance of this Agreement the Transaction Documents and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer Seller and constitutes a valid and binding obligation of BuyerSeller, enforceable against Buyer Seller in accordance with its terms terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Except as disclosed on Schedule 5.1(b), the The execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Buyer Seller under, any provision of (i) the Certificate of Incorporation or By-Laws of BuyerSeller, (ii) subject to the matters disclosed in Schedule 4.1(b), any Contractual Obligation of Buyer Seller or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(C) below, any Requirement of Law applicable to Buyer Seller or its property or assets, other than, in the case of clauses (ii) and (iii) above, any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not have a Material Adverse Effect. No material consent, approval, license, permit permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates Seller in connection with the execution and delivery of the Transaction Documents or the consummation by Buyer of the TransactionsTransactions contemplated hereby, other than (A) compliance with and filings under Section 13(a) and or 15(d), as the case may be, of the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws and Laws, (C) those that may be required solely by reason of Sellers' (as opposed to any other third party's) Buyer's participation in the Transactionstransactions contemplated hereby, and (D) those that, if not made or obtained, individually or in the aggregate, would not have a Material Adverse Effect.

Authority; No Conflicts; Governmental Consents. (a) Buyer BUYER is a corporation duly organized, validly existing and in good standing under the laws of the State of OhioDelaware. Buyer BUYER has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactionstransactions contemplated hereby and thereby. All corporate acts and other proceedings required to be taken by Buyer BUYER to authorize the execution, delivery and performance of this Agreement and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and BUYER and, assuming the due execution hereof by SELLER, this Agreement constitutes a the valid and binding obligation of BuyerBUYER, enforceable against Buyer BUYER in accordance with its terms terms, except as enforceability enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and insolvency or other similar laws relating to or affecting creditors' rights generally or and by general principles (regardless of whether such enforceability is considered in a proceeding in equity or law)equitable principles. (b) Except as disclosed on Schedule 5.1(b)The execution, the execution delivery and delivery performance of this Agreement does will not and (i) violate any provision of the other Transaction Documents will notcharter or bylaws or similar organizational instrument of BUYER; (ii) require any filing with, and the consummation of the Transactions and compliance or permit, authorization consent or approval of, any Governmental Entity; (iii) violate any provision of, or be an event that is (or with the terms passage of the Transaction Documents time will not, conflict withresult in) a violation of, or result in any violation the acceleration of or default entitle any party to accelerate (with or without whether after the giving of notice or lapse of time, time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the imposition of any lien upon or the creation of any Lien upon a security interest in any of the BUYER's assets or properties pursuant to, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment, injunction or decree to which BUYER is a party or by which BUYER is bound; or (iv) violate or conflict with any statute, rule or regulation applicable to BUYER or any of its properties or assets or any other material restriction of any kind or character to which BUYER is subject (other than, in the Buyer under, any provision case of (i) the Certificate of Incorporation or By-Laws of Buyer, clauses (ii) any Contractual Obligation of Buyer or ), (iii) any judgment, order or decree or, subject to the matters described in clauses and (A)-(C) below, any Requirement of Law applicable to Buyer or its property or assets. No material consent, approval, license, permit order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of the Transaction Documents or the consummation by Buyer of the Transactions, other than (A) compliance with and filings under Section 13(a) and 15(div), as the case may besuch filings, of the Exchange Actpermits, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those that may be required solely by reason of Sellers' (as opposed to any other third party's) participation authorizations, consents, approvals, conflicts, violations or breaches which could not, individually or in the Transactionsaggregate, reasonably be expected to adversely affect the ability of BUYER to consummate the transactions hereunder).

Authority; No Conflicts; Governmental Consents. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. Buyer has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general principles (regardless of whether such enforceability is considered in a proceeding in equity or law). (b) Except as disclosed on Schedule 5.1(b), the execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Buyer under, any provision of (i) the Certificate of Incorporation or By-Laws of Buyer, (ii) any Contractual Obligation of Buyer or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(CA)-(D) below, any Requirement of Law applicable to Buyer or its property or assets. No material consent, approval, license, permit order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of the Transaction Documents or the consummation by Buyer of the Transactions, other than (A) compliance with and filings under Section 13(a) and 15(d), as the case may be, of the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws Laws, (C) any necessary approvals in connection with the novation of Contracts with governmental agencies and (CD) those that may be required solely by reason of Sellers' (as opposed to any other third party's) participation in the Transactions.

Authority; No Conflicts; Governmental Consents. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. Buyer has all requisite corporate power and authority to enter into this Agreement and the Transitional Services Agreement and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement and the Transitional Services Agreement and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly When executed and delivered by Buyer at the Closing, this Agreement and constitutes a the Transitional Services Agreement will constitute valid and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its terms terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Except as disclosed on Schedule 5.1(b)3.2, the execution and delivery of this Agreement does not and of the other Transaction Documents will notTransitional Services Agreement by Buyer, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Buyer under, any provision of (i) the Certificate of Incorporation or By-Laws laws of Buyer, (ii) any Contractual Obligation of Buyer Buyer, or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(CA)-(E) below, any Requirement of Law applicable to Buyer or its property or assets, other than, in the case of clauses (ii) and (iii) above, any such violations as would not have a Material Adverse Effect on Buyer. No material consent, approval, license, permit permit, order or authorization of, or registration, declaration or filing with, with any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of the Transaction Documents this Agreement or the consummation by Buyer of the Transactions, other than (A) compliance with and filings under Section 13(a) the HSR Act and 15(d), as the case may be, of the Exchange ActMexican Antitrust Laws, (B) compliance and filings under other Applicable Laws (C) compliance with and filings and notifications under applicable Environmental Laws and Laws, (CD) those that may be required solely by reason of Sellers' (as opposed to any other third party's) MagneTek's participation in the TransactionsTransactions and (E) those that, if not made or obtained, individually or in the aggregate, would not have a Material Adverse Effect on Buyer.

Authority; No Conflicts; Governmental Consents. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. Buyer has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly When executed and delivered by Buyer at the Closing, this Agreement and constitutes a the Ancillary Agreements will constitute, valid and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its terms terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Except as disclosed on Schedule 5.1(b)4.2, the execution and delivery of this Agreement does not and of the other Transaction Documents Ancillary Agreements will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with, or not result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Buyer under, any provision of (i) the Certificate of Incorporation or By-Laws charter of Buyer, ; (ii) any Contractual Obligation of Buyer or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(CA)-(D) below, any Requirement of Law applicable to Buyer or its property or assetsassets other than, in the case of clauses (ii) and (iii) above, any such violations as would not have a Material Adverse Effect on Buyer. No material consent, approval, license, permit permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of the Transaction Documents this Agreement or the consummation by Buyer of the Transactions, other than (A) compliance with and filings under Section 13(a) and 15(d), as the case may be, of the Exchange HSR Act, (B) compliance with and filings and notifications under applicable Environmental Laws and other Applicable Laws, (C) those that may be required solely by reason of Sellers' (as opposed to any other third party's) Seller's participation in the TransactionsTransactions and (D) those that, if not made or obtained, individually or in the aggregate, would not have a Material Adverse Effect on Buyer.

Authority; No Conflicts; Governmental Consents. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. Buyer has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly When executed and delivered by Buyer and constitutes Buyers at the Closing this Agreement will constitute a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Except as disclosed on Schedule 5.1(b)3.2, the execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with, or not result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Buyer under, any provision of (i) the Certificate of Incorporation or By-Laws laws of Buyer, (ii) any Contractual Obligation of Buyer Buyer, or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(CA)-(E) below, any Requirement of Law applicable to Buyer or its property or assets, other than, in the case of clauses (ii) and (iii) above, any such violations as would not have a Material Adverse Effect on Buyer. No material consent, approval, license, permit permit, order or authorization of, or registration, declaration or filing with, with any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of the Transaction Documents this Agreement or the consummation by Buyer of the Transactions, other than (A) compliance with and filings under Section 13(a) and 15(d), as the case may be, of the Exchange HSR Act, (B) compliance and filings under other Applicable Laws, (C) compliance with and filings and notifications under applicable Environmental Laws and Laws, (CD) those that may be required solely by reason of Sellers' (as opposed to any other third party's) MagneTek's participation in the TransactionsTransactions and (E) those that, if not made or obtained, individually or in the aggregate, would not have a Material Adverse Effect on Buyer.

Authority; No Conflicts; Governmental Consents. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of OhioDelaware. Buyer has all requisite corporate power and authority to enter into this Agreement the Transaction Documents and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement the Transaction Documents and the consummation of the Transactions have been duly and properly taken. This Agreement has been been, and the Transaction Documents, when executed, will be, duly executed and delivered by Buyer and constitutes a constitute valid and binding obligation obligations of Buyer, enforceable against Buyer in accordance with its their respective terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally or by general principles (regardless of whether such enforceability is considered in a proceeding in equity or law). (b) Except as disclosed on Schedule 5.1(b), the The execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any material Lien upon any of the properties or assets of the Buyer under, any provision of (i) the Certificate of Incorporation or By-Laws of Buyer, (ii) any Contractual Obligation of Buyer or (iii) any material judgment, order or decree or, subject to the matters described in clauses clause (A)-(Cc) below, any Requirement of Law statute, law, ordinance, rule or regulation applicable to Buyer or its property or assets. . (c) No material consent, approval, license, permit order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of the Transaction Documents or the consummation by Buyer of the Transactions, other than (A) compliance with and filings and notifications under Section 13(a) applicable state environmental laws and 15(d), as the case may be, of the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those that may be required solely by reason of Sellers' (as opposed to any other third party's) participation in the TransactionsHSR Act.

Authority; No Conflicts; Governmental Consents. (a) Buyer is a corporation duly organized, validly existing and in good standing active status under the laws of the State of OhioWisconsin. Buyer has all requisite corporate power and authority to enter into this Agreement the Transaction Documents and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement the Transaction Documents and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general principles (regardless of whether such enforceability is considered in a proceeding in equity or law). (b) Except as disclosed on Schedule 5.1(b), the execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Buyer under, any provision of (i) the Certificate of Incorporation or By-Laws of Buyer, (ii) any Contractual Obligation of Buyer or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(C) below, any or Requirement of Law applicable to Buyer or its property or assets. No material consent, approval, license, permit order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of the Transaction Documents or the consummation by Buyer of the Transactions, other than (A) compliance with and filings under Section 13(a) and 15(d), as the case may be, of the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those that may be required solely by reason of Sellers' Seller's (as opposed to any other third party's) participation in the Transactionstransactions contemplated hereby.