Common use of Conflicts and Consents Clause in Contracts

Conflicts and Consents. (a) Except as set forth in Schedule 3.3(a), the execution and delivery by each of Seller and SEACOR of this Agreement and the Transition Services Agreement, as applicable, and the consummation by each of Seller and SEACOR of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or constitute a violation of or default or event of default under (or any event that, with notice or lapse of time or both, would constitute a default or event of default under), or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under any provision of (A) the Organizational Documents of Seller, SEACOR, the Company or its Subsidiary or (B) any mortgage, indenture, loan agreement, bond, deed of trust, other agreement, commitment or obligation for the borrowing of money or the obtaining of credit or other material agreement to which Seller, SEACOR, the Company or its Subsidiary is a party or by which it may be bound or (ii) conflict with any Law or Order applicable or relating to Seller, SEACOR, the Company or its Subsidiary or to the Purchased Equity, other than, in the case of clause (ii), any conflicts, violations or defaults that would not reasonably be expected to have a Material Adverse Effect. (b) Except (i) as set forth in Schedule 3.3(b) and (ii) for any Consents where the failure to obtain such Consents, either in any individual case or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, no Consent of any Governmental Entity or other Person is required to be obtained in connection with the execution and delivery by each of Seller and SEACOR of this Agreement and the Transition Services Agreement, as applicable, or consummation by each of Seller and SEACOR of the transactions contemplated hereby or thereby.

Conflicts and Consents. Assuming, (ai) Except as the entry of the Approval Order, (ii) compliance with the requirements of the HSR Act and ISRA, if any, and (iii) obtaining the Consents set forth in on Schedule 3.3(a)4.3, none of the execution and delivery by each of, or the performance of Seller and SEACOR of the obligations under, this Agreement and the Transition Services Agreementall other agreements, as applicable, documents and instruments contemplated in connection with this Agreement to be executed and delivered by Seller and the consummation by each of Seller and SEACOR of the transactions contemplated hereby and thereby, do not and will not will (ia) materially conflict with or result in a material breach of the certificate of formation, operating agreement or other organizational document of Seller, (b) conflict with or constitute result in a violation of breach or default or event of default under (or any event that, with notice or lapse of time or both, would constitute a default or event of default under)default, or give rise to a any right of terminationacceleration, payment, amendment, cancellation or acceleration of any obligation or to loss of a benefit termination, under any provision of (A) the Organizational Documents of Seller, SEACOR, the Company or its Subsidiary or (B) any mortgage, indenture, loan agreement, bond, deed of trust, other agreement, commitment or obligation for the borrowing of money or the obtaining of credit agreement or other material agreement instrument to which Seller, SEACOR, the Company or its Subsidiary Seller is a party or by which it may be bound Seller or any of its respective properties or assets is bound, or (iic) conflict with violate any Law applicable to Seller or Order applicable any of its respective properties or relating assets, except, with respect to Seller, SEACOR, the Company or its Subsidiary or to the Purchased Equity, other than, in the case of clause clauses (iib) and (c), any such conflicts, breaches, defaults or violations or defaults that would not reasonably be expected to have a Material Adverse Effect. (b) . Except (iA) as the entry of the Approval Order, (B) filings or approvals required pursuant to the HSR Act and ISRA, if any, and (C) the Consents set forth in on Schedule 3.3(b) and (ii) for 4.3, no Consent from any Consents where Person, the failure to obtain such Consents, either in any individual case or in the aggregate, absence of which would not reasonably be expected to have a Material Adverse Effect, no Consent of any Governmental Entity or other Person is required to be obtained in connection with the execution this Agreement and delivery by each of Seller all other agreements, documents and SEACOR of instruments contemplated in connection with this Agreement and the Transition Services Agreement, as applicable, or consummation by each of Seller and SEACOR of the transactions contemplated hereby or and thereby.