Common use of Conflicts; Consents of Third Parties Clause in Contracts

Conflicts; Consents of Third Parties. 9.1 None of the execution and delivery by the Seller of this Agreement or any of the documents to be executed and delivered by the Seller at the Closing, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will 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, revocation, cancellation or acceleration of any obligation or to loss of a benefit under, or give rise to any obligation of any Group Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under any provision of, or result in the creation of any Encumbrance in or upon any of the properties or assets of any Group Company under, (i) the constitutional documents of the Group Company; (ii) any Material Contract or Permit (except for any Permit that is not, individually or in the aggregate, material to any Group Company’s business) to which any Group Company is a party or by which it or any of its properties or assets are bound; (iii) any order of a Governmental Authority applicable to the Seller or any Group Company or any of the properties or assets of the Seller or any Group Company; or (iv) any applicable Law. 9.2 No consent, waiver, approval, order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority is required on the part of the Seller or any Group Company (i) in connection with the execution and delivery of this Agreement or any of the documents to be executed and delivered by the Seller at the Closing or the compliance by the Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking of any other action contemplated hereby or thereby, or (ii) the continuing validity and effectiveness following the Closing of any Permit or Contract of any Group Company, except for such consents the failure of which to obtain, individually or in the aggregate, would not have and would not reasonably be expected to adversely affect in any material respect, individually or in the aggregate, any Group Company’s business.

Conflicts; Consents of Third Parties. 9.1 None (a) Assuming the receipt of the consents set forth in Section 5.3(b), none of the execution and delivery by the Seller Company of this Agreement or any of the documents to be executed and delivered by the Seller at the ClosingCompany Documents, the consummation of the Merger and the transactions contemplated hereby or thereby, or compliance by the Seller Company with any of the provisions hereof or thereof will 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, revocation, cancellation or acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of any Group the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under any provision ofunder, or result in the creation of any Encumbrance in or Liens upon any of the properties or assets of Company or any Group Company Subsidiary under, any provision of (i) the constitutional certificate of incorporation and by-laws or comparable organizational documents of the Group CompanyCompany or any Subsidiary; (ii) any Intellectual Property, Technology, Material Contract or Permit (except for any Permit that is not, individually or in the aggregate, material to any Group Company’s business) to which the Company or any Group Company Subsidiary is a party or by which it or any of its the properties or assets of the Company or any Subsidiary are bound; (iii) any order Order of a any Governmental Authority Body applicable to the Seller Company or any Group Company Subsidiary or any of the properties or assets of the Seller Company or any Group CompanySubsidiary; or (iv) any applicable Law; except in the case of clause (ii), any conflict, violation, default, loss or benefit that would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole. 9.2 (b) No consent, waiver, approval, orderOrder, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of the Seller Company or any Group Company Subsidiary in connection with (i) in connection with the execution and delivery of this Agreement or any of the documents to be executed and delivered by the Seller at the Closing or Company Documents, the compliance by the Seller Company with any of the provisions hereof hereof, or thereof, the consummation by the Company of the Merger or the other transactions contemplated hereby or thereby or the taking of any other action contemplated hereby or therebyhereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Permit or Material Contract of the Company or any Group CompanySubsidiary, except for such those consents the failure of which to obtain, individually or in the aggregate, would not have and would not reasonably be expected to adversely affect in any material respect, individually or in the aggregate, any Group Company’s businessfilings set forth on Schedule 5.3(b).

Conflicts; Consents of Third Parties. 9.1 None (a) Other than the consents set forth in Section 5.3(b), each of which the Company has heretofor received, none of the execution and delivery by the Seller Company of this Agreement or any of the documents to be executed and delivered by the Seller at the ClosingCompany Documents, the consummation of the Merger and the transactions contemplated hereby or thereby, or compliance by the Seller Company with any of the provisions hereof or thereof will conflict with, or result in any violation of of, default or default breach (with or without notice or lapse of time, or both) under, or give rise to a right of termination, revocation, cancellation or acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of any Group the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under any provision ofunder, or result in the creation of any Encumbrance in or Liens upon any of the properties or assets of Company or any Group Company Subsidiary under, any provision of (i) the constitutional certificate of incorporation and by-laws or comparable organizational documents of the Group CompanyCompany or any Company Subsidiary; (ii) any Intellectual Property, Technology, Material Contract or Permit (except for any Permit that is not, individually or in the aggregate, material to any Group Company’s business) to which the Company or any Group Company Subsidiary is a party or by which it or any of its the properties or assets of the Company or any Company Subsidiary are bound; (iii) any order Order of a any Governmental Authority Body applicable to the Seller Company or any Group Company Subsidiary or any of the properties or assets of the Seller Company or any Group CompanyCompany Subsidiary; or (iv) any applicable Law; except in the case of clause (ii), any conflict, violation, default, loss or benefit that would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole. 9.2 (b) No consent, waiver, approval, orderOrder, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of the Seller Company or any Group Company Subsidiary in connection with (i) in connection with the execution and delivery of this Agreement or any of the documents to be executed and delivered by the Seller at the Closing or Company Documents, the compliance by the Seller Company with any of the provisions hereof hereof, or thereof, the consummation by the Company of the Merger or the other transactions contemplated hereby or thereby or the taking of any other action contemplated hereby or therebyhereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Permit or Material Contract of the Company or any Group CompanyCompany Subsidiary, except for such those consents the failure of which to obtain, individually or in the aggregate, would not have and would not reasonably be expected to adversely affect in any material respect, individually or in the aggregate, any Group Company’s businessfilings set forth on Schedule 5.3(b).

Conflicts; Consents of Third Parties. 9.1 None (a) Except as set forth on Schedule 4.6(a), none of the execution and delivery by the Company or the Seller of this Agreement or any of the documents to be executed and delivered by the Seller at the ClosingDocuments, the consummation of the transactions contemplated hereby or therebyTransactions, or compliance by each of the Company or the Seller with any of the provisions hereof or thereof will 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, revocation, cancellation or acceleration of any obligation or to the loss of a material benefit under, or give rise to any obligation of any Group the Company or the Seller, as applicable, to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under any provision ofunder, or result in the creation of any Encumbrance in or Liens upon any of the properties or assets of the Company or the Seller, as applicable, under any Group Company under, provision of (i) the constitutional documents articles of organization and Operating Agreement of the Group CompanyCompany or the Seller, as applicable; (ii) any Material Contract or Permit (except for any Permit that is not, individually or in the aggregate, material to any Group Company’s business) to which any Group the Company or the Seller, as applicable, is a party or by which it or any of its the properties or assets of the Company or the Seller, as applicable, are bound; (iii) any order Order of a any court of competent jurisdiction, Governmental Authority Body or arbitrator applicable to the Seller Company or any Group Company the Seller, as applicable, or any of the properties or assets of the Seller Company or any Group Companythe Seller, as applicable, as of the date hereof; or (iv) any applicable Applicable Law. 9.2 No consent(b) Except as set forth on Schedule 4.6(b), waiver, approval, order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority no Consent is required on the part of either the Company or the Seller or any Group Company (i) in connection with the execution and delivery of this Agreement or any of the documents to be executed and delivered by the Seller at the Closing Documents or the compliance by the Company or the Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby Transactions or the taking of any other action contemplated hereby or thereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract of any Group Companythe Company or the Seller, except for such consents the failure of which to obtain, individually or in the aggregate, would not have and would not reasonably be expected to adversely affect in any material respect, individually or in the aggregate, any Group Company’s businessas applicable.

Conflicts; Consents of Third Parties. 9.1 (a) None of the execution and delivery by the Company or any Seller of this Agreement Agreement, the Company Documents or any of the documents to be executed and delivered by the Seller at the ClosingDocuments, the consummation of the transactions contemplated hereby or thereby, or compliance by the Company or any Seller with any of the provisions hereof or thereof will 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, revocation, cancellation or acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of the Company or any Group Company of its Subsidiaries to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under any provision ofunder, or result in the creation of any Encumbrance in or Liens upon any of the properties or assets of Company or any Group Company of its Subsidiaries under, any provision of (i) the constitutional certificate of incorporation and bylaws or comparable organizational documents of the Group CompanyCompany or any of its Subsidiaries; (ii) any Material Contract Contract, or Permit to which the Company or any of its Subsidiaries is a party or by which any of the properties or assets of the Company or any of its Subsidiaries are bound; (iii) any Order of any Governmental Body applicable to the Company or any of its Subsidiaries or any of the properties or assets of the Company or any of its Subsidiaries; or (iv) any applicable Law, except for any Permit that in the case of clauses (ii), (iii) and (iv), as is not, individually or in the aggregate, material reasonably expected to have a Material Adverse Effect. (b) None of the execution and delivery by the Company or any Group Company’s businessSeller of this Agreement, the Company Documents or the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Company or any Seller with any of the provisions hereof or thereof will 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 or cancellation under any provision of (i) the certificate of incorporation and bylaws, if applicable, of any Seller or any Affiliate of any Seller (other than the Company and its Subsidiaries); (ii) any Contract, or Permit to which any Group Seller or any of its Affiliates (other than the Company and its Subsidiaries) is a party or by which it any of the properties or assets of any Seller or any of its properties or assets Affiliates (other than the Company and its Subsidiaries) are bound; (iii) any order Order of a any Governmental Authority Body applicable to the any Seller or any Group of its Affiliates (other than the Company and its Subsidiaries) or by which any of the properties or assets of the any Seller or any Group Companyof its Affiliates (other than the Company and its Subsidiaries) are bound; or (iv) any applicable Law, except, in the case of clauses (ii), (iii) and (iv), as is not, individually or in the aggregate, reasonably expected to materially and adversely affect the ability of any Seller to consummate the transactions contemplated by this Agreement. 9.2 (c) No consent, waiver, approval, orderOrder, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of the Seller Company, any of its Subsidiaries or any Group Company Seller in connection with (i) in connection with the execution and delivery of this Agreement Agreement, the Company Documents or any of the documents to be executed and delivered by the Seller at the Closing or Documents, the compliance by the Company or each Seller with any of the provisions hereof hereof, or thereof, the consummation of the transactions contemplated hereby or thereby or the taking of any other action contemplated hereby or therebyhereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract of the Company or any Group Companyof its Subsidiaries, except for such consents compliance with the failure applicable requirements of which to obtain, individually or in the aggregate, would not have and would not reasonably be expected to adversely affect in any material respect, individually or in the aggregate, any Group Company’s businessHSR Act.

Conflicts; Consents of Third Parties. 9.1 (a) None of the execution and delivery by the Seller Selling Parties of this Agreement or any of the documents to be executed and delivered by the Seller at the ClosingDocuments, the consummation of the transactions contemplated hereby or therebyTransactions, or compliance by the Seller any Selling Party with any of the provisions hereof or thereof will (i) conflict with, or (ii) result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or (iii) give rise to a right of termination, revocationcancellation, cancellation or acceleration of any obligation or to the loss of a material benefit under, or (iv) give rise to any obligation of any Group Company to make any payment under, under or to the increased, additional, accelerated accelerated, or guaranteed rights or entitlements of any Person under any provision ofunder, or (v) result in the creation of any Encumbrance in or Liens upon any of the properties or assets of any Group Company under, Selling Party under any provision of (iA) the constitutional organizational documents of the Group Companyany Selling Party; (iiB) any Material Contract or Permit (except for any Permit that is not, individually or in the aggregate, material to any Group Company’s business) to which any Group Company Selling Party is a party or by which any of the properties or assets of the Selling Parties are bound; (C) any Order applicable to any Selling Party or by which any of the properties or assets of any Selling Party are bound; or (D) any applicable Law. (b) No Seller is or has received notice that it would be, with the passage of time, in default or violation of any term, condition, or provision of (i) its organizational documents; (ii) any material Contract or material Permit to which it is a party or by which any of its properties or assets are bound; or (iii) any order of a Governmental Authority Order applicable to the Seller it or any Group Company or by which any of the its properties or assets of the Seller or any Group Company; or (iv) any applicable Laware bound. 9.2 (c) No consent, waiver, approval, orderOrder, Permit Permit, or authorization of, or declaration or filing with, or notification to, to any Person or Governmental Authority Body is required on the part of the any Seller or any Group Company in connection with (i) in connection with the execution and delivery of this Agreement or any of the documents to be executed and delivered by the Seller at the Closing or Documents, the compliance by the any Seller with any of the provisions hereof or and thereof, the consummation of the transactions contemplated hereby or thereby Transactions, or the taking by any Seller of any other action contemplated hereby or thereby, thereby or (ii) the continuing validity and effectiveness immediately following the Closing of any material Contract or material Permit or Contract of any Group CompanySeller. Based upon the assets of Sellers, except for such consents neither the failure execution and delivery of which this Agreement nor the consummation of the Transactions are subject to obtain, individually or in any filing pursuant to the aggregate, would not have and would not reasonably be expected to adversely affect in any material respect, individually or in the aggregate, any Group Company’s businessHSR Act.

Conflicts; Consents of Third Parties. 9.1 None of (a) Except as set forth in Schedule 4.5(a), neither the execution execution, delivery and delivery performance by the Seller of this Agreement or any of the documents to be executed and delivered by the Seller at the ClosingDocuments, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will 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 terminationacceleration, revocation, termination or cancellation or acceleration modification of any obligation right, entitlement or to loss of a benefit under, or give rise to any obligation of any Group Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under any provision ofobligation, or result in the creation of any Encumbrance in or Lien upon any of the properties or assets of the Company or any Group Company under, Subsidiary under any provision of (i) the constitutional documents Fundamental Documents of the Group CompanyCompany or any of the Company Subsidiaries; (ii) any Material Contract agreement, Permit or Permit (except for any Permit that is not, individually or in the aggregate, material to any Group Company’s business) Insurance Policy to which the Company or any Group Company Subsidiary is a party or by which it or any of its properties or assets are bound; (iii) any order of a Governmental Authority applicable to the Seller or any Group Company or any of the properties or assets of the Seller Company or any Group Companya Company Subsidiary are bound; or (iviii) any Law or Order applicable Lawto the Company or any Company Subsidiary or by which any of the properties or assets of the Company or any Company Subsidiary are bound, other than, in the case of clauses (ii) and (iii), such items, that would not be material to the Company and the Company Subsidiaries taken as a whole. 9.2 No (b) Assuming that all of the consents, waivers, approvals, Orders, Permits or authorizations of, or declarations or filings with, or notifications to, any Person or Governmental Body, including Material Contracts, as set forth in Schedule 4.5(b) (the “Required Consents”) have been obtained, or made or complied with, no other consent, waiver, approval, orderOrder, Permit or authorization of, or declaration or filing with, or notification to, any Person (under any Material Contract or otherwise) or Governmental Authority Body is required on the part of the Seller or the Company or any Group Company (i) Subsidiary in connection with the execution execution, delivery and delivery performance of this Agreement or any of the documents to be executed and delivered by the Seller at the Closing Documents or the compliance by the Seller with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or thereby, except for (i) compliance with the taking applicable requirements of the HSR Act and the rules and regulations promulgated thereunder and any other action contemplated hereby or therebyapplicable Antitrust Laws, or and (ii) such consents, waivers, approvals, Orders, Permits, authorizations, declarations or filings that are not material to the continuing validity and effectiveness following Business or the Closing of any Permit or Contract of any Group Company, except for such consents the failure of which to obtain, individually or in the aggregate, would not have and would not reasonably be expected to adversely affect in any material respect, individually or in the aggregate, any Group Company’s businessuse or operation of their respective assets.

Conflicts; Consents of Third Parties. 9.1 None (a) Except as set forth on Schedule 4.2(a), none of the execution and delivery by the Seller Selling Group, or any of them, of this Agreement or any of the documents to be executed and delivered by the Seller at the ClosingDocuments, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Selling Group, or any of them, with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of or breach of, conflict with or default (with or without notice or lapse of time, or both) under, or (ii) give rise to a an obligation to deliver notice to or request consent of any Person, (iii) give rise to any right of modification, suspension, termination, revocation, cancellation or acceleration of any obligation or to under, (iv) result in the loss of a material benefit under, or (v) give rise to any obligation of the Company or any Group Company Subsidiary to make any payment under, or (vi) give rise to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under any provision ofunder, or (vii) result in the creation of any Encumbrance in or Liens upon any of the properties or assets of the Company or any Group Company underSubsidiary, in any such case under any provision of (ix) the constitutional documents of the Group CompanyConstituent Documents; (iiy) any Material Contract Contract; or Permit (except for any Permit that is not, individually or in the aggregate, material to any Group Company’s business) to which any Group Company is a party or by which it or any of its properties or assets are bound; (iiiz) any order of a Governmental Authority Order applicable to the Seller Company or any Group Company Subsidiary or to any of the properties or assets of the Seller Company or any Group Company; or (iv) any applicable LawSubsidiary. 9.2 No (b) Except for compliance with the HSR Act and as set forth on Schedule 4.2(b), no notice, consent, waiver, approval, orderOrder, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body or any other Person or Governmental Authority is required on the part of the Seller Selling Group, the Company or any Group Company Subsidiary in connection with (i) in connection with the execution and delivery of this Agreement or any of the documents to be executed and delivered by the Seller at the Closing or Documents, the compliance by the Seller Selling Group, or any of them, with any of the provisions hereof or and thereof, or the consummation of the transactions contemplated hereby or thereby or the taking of any other action contemplated hereby or thereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract of any Group Company, except for such consents the failure of which to obtain, individually or in the aggregate, would not have and would not reasonably be expected to adversely affect in any material respect, individually or in the aggregate, any Group Company’s businessCompany Permit.

Conflicts; Consents of Third Parties. 9.1 None (a) Except as set forth in Schedule 3.3(a), none of the execution and delivery by the Seller Company of this Agreement or any of the documents to be executed and delivered by the Seller at the ClosingCompany Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Company with any of the provisions hereof or thereof will conflict with, or result in any violation of or breach of, conflict with or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, revocation, cancellation or acceleration of any obligation or to the loss of a material benefit under, or give rise to any obligation of the Company, its Subsidiaries or any Group Company of the Project Companies, to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under under, or give rise to any provision ofright to purchase or sell (including any rights of first refusal or comparable obligations) any direct or indirect interest in the Company, its Subsidiaries or any of the Underlying Projects, or result in the creation of any Encumbrance in or Liens upon any of the properties or assets of the Company, any Group Company of its Subsidiaries or any of the Underlying Projects under, any provision of (i) the constitutional certificate of incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or comparable organizational documents of the Group Company, any of its Subsidiaries or any of the Underlying Projects or any Material Contract; (ii) any Permit or Contract that is not a Material Contract or Permit (except for any Permit that is not, individually or in the aggregate, material to any Group Company’s business) to which the Company, any Group Company of its Subsidiaries or any of the Underlying Projects is a party or by which it any of the properties or assets of the Company, any of its Subsidiaries or any of its properties or assets the Underlying Projects are bound; (iii) any order of a Governmental Authority Order applicable to the Seller Company, any of its Subsidiaries or any Group Company of the Underlying Projects or any of the properties or assets of the Seller Company, any of its Subsidiaries or any Group Companyof the Underlying Projects; or (iv) any applicable Law, other than, in the case of clauses (ii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect. 9.2 No (b) Except as set forth in Schedule 3.3(b), no material consent, waiver, approval, orderOrder, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of the Seller Company, any of the Company’s Subsidiaries or any Group Company of the Underlying Projects in connection with (i) in connection with the execution and delivery of this Agreement or any of the documents to be executed and delivered by the Seller at the Closing or Company Documents, the compliance by the Seller Company with any of the provisions hereof or and thereof, or the consummation of the transactions contemplated hereby or thereby or the taking of any other action contemplated hereby or thereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract of the Company, any Group Companyof its Subsidiaries or any of the Underlying Projects, except for (1) compliance with the applicable requirements of the HSR Act, and (2) such consents other consents, waivers, approvals, Orders, Permits or authorizations under Antitrust Law, FPA, PURA or otherwise, the failure of which to obtainwould not, individually or in the aggregate, would not have and would not reasonably be expected to adversely affect in any material respect, individually or in the aggregate, any Group Company’s businesshave a Material Adverse Effect.

Conflicts; Consents of Third Parties. 9.1 None (a) Other than the consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings and notifications which are disclosed in Schedule 5.3(b), none of the execution and delivery by the Seller Company of this Agreement or any of the documents to be executed and delivered by the Seller at the Closingother Company Documents, the consummation by the Company of the Merger and the transactions contemplated hereby or thereby, or compliance by the Seller Company with any of the provisions hereof or thereof will conflict with, or result in any violation of of, default or default breach (with or without notice or lapse of time, or both) under, or give rise to a right of termination, revocation, cancellation or acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of any Group the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under any provision ofunder, or result in the creation of any Encumbrance in or Liens upon any of the properties or assets of Company or any Group Company Subsidiary under, any provision of (i) the constitutional certificate of incorporation and by-laws or comparable organizational documents of the Group CompanyCompany or any Company Subsidiary; (ii) any Intellectual Property, Technology, Material Contract or Permit (except for any Permit that is not, individually or in the aggregate, material to any Group Company’s business) to which the Company or any Group Company Subsidiary is a party or by which it or any of its the properties or assets of the Company or any Company Subsidiary are bound; (iii) any order Order of a any Governmental Authority Body applicable to the Seller Company or any Group Company Subsidiary or any of the properties or assets of the Seller Company or any Group CompanyCompany Subsidiary; or (iv) any applicable Law; except in the case of clauses (ii), (iii) or (iv), any conflict, violation, default, breach, termination, cancellation, acceleration, guarantee, loss of benefit or Lien that would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole. 9.2 (b) No consent, waiver, approval, orderOrder, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of the Seller Company or any Group Company (i) Subsidiary in connection with (x) the execution and delivery of this Agreement or any of the documents to be executed and delivered other Company Documents by the Seller at the Closing or Company, the compliance by the Seller Company with any of the provisions hereof or thereof, or the consummation by the Company of the transactions contemplated hereby or thereby Merger or the taking of any other action transactions contemplated hereby or thereby, or (iiy) the continuing validity and effectiveness immediately following the Closing of any Permit or Material Contract of the Company or any Group CompanyCompany Subsidiary, except for such (i) those consents and filings set forth on Schedule 5.3(b), (ii) any notices required to be filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (thx "XXX XXX"), (xxi) the filings required under, and in compliance with, other applicable requirements of non-U.S. laws intended to prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization, restraint of trade or harm to competition (collectively, "FOREIGN ANTITRUST LAWS"), (iv) the filing of the Certificate of Merger with the Delaware Secretary of State pursuant to the DGCL, and (v) any consent, waiver, approval, Order, Permit, authorization, declaration, filing or notification the failure of which to obtainbe obtained or made, individually or in the aggregate, would not have and would not reasonably be expected to adversely affect in any material respectnot, individually or in the aggregate, any Group Company’s businessbe material to the Company and its Subsidiaries, taken as a whole.

Conflicts; Consents of Third Parties. 9.1 (a) None of the execution and delivery by the Seller Company or the Shareholder of this Agreement or any of the documents to be executed and delivered by the Seller at the ClosingShareholder Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Shareholder with any of the provisions hereof or thereof will 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, revocation, cancellation or acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of any Group the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under any provision ofunder, or result in the creation of any Encumbrance in or Liens upon any of the properties or assets of any Group the Company under, any provision of (i) the constitutional documents articles of incorporation and by-laws of the Group Company; (ii) any Material Contract Contract, or Permit (except for any Permit that is not, individually or in the aggregate, material to any Group Company’s business) to which any Group the Company is a party or by which it or any of its the properties or assets of the Company are bound; (iii) any order Order of a any Governmental Authority Body applicable to the Seller or any Group Company or any of the properties or assets of the Seller or any Group CompanyCompany as of the date hereof; or (iv) any applicable Law. 9.2 No (b) None of the execution and delivery by the Company or the Shareholder of this Agreement or the Shareholder Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by any of them with any of the provisions hereof or thereof will 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 or cancellation under any provision of (i) the articles of incorporation and by-laws or comparable organizational documents of the Shareholder; (ii) any Contract, or Permit to which the Shareholder is a party or by which any of the properties or assets of the Shareholder are bound; (iii) any Order of any Governmental Body applicable to the Shareholder or by which any of the properties or assets of the Shareholder are bound; or (iv) any applicable Law. (c) Except as set forth on Schedule 5.3(c), no consent, waiver, approval, orderOrder, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of the Seller Company or any Group Company the Shareholder in connection with (i) in connection with the execution and delivery of this Agreement or any of the documents to be executed and delivered by the Seller at the Closing or Shareholder Documents, the compliance by the Seller Company and the Shareholder with any of the provisions hereof hereof, or thereof, the consummation of the transactions contemplated hereby or thereby or the taking of any other action contemplated hereby or therebyhereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract of any Group the Company, except for such consents the failure of which to obtain, individually or in the aggregate, would not have and would not reasonably be expected to adversely affect in any material respect, individually or in the aggregate, any Group Company’s business.

Conflicts; Consents of Third Parties. 9.1 (a) None of the execution and delivery by the Seller Company of this Agreement or any of the documents to be executed and delivered by the Seller at the ClosingCompany Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Company with any of the provisions hereof or thereof will conflict with, or result in any violation or breach of or default (or an event which, with or without notice or lapse of time, or bothboth would constitute a default) under, or give rise to a right of purchase or repurchase, termination, revocation, acceleration, re-pricing, early expiration or cancellation under, require a consent, notice, approval or acceleration waiver under, require the payment of any obligation a penalty or to increased liabilities or fees or the loss of a benefit under, or give rise to any obligation of any Group Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under any provision of, or result in the creation imposition of any Encumbrance in or upon any of the properties or assets of any Group Company Lien (other than Permitted Liens) under, any provision of (i) the constitutional documents Company Organizational Documents or any of the Group CompanySubsidiary Organizational Documents; (ii) any Material material Contract or Permit (except for any Permit that is not, individually or in the aggregate, material to any Group Company’s business) to which the Company or any Group Company Subsidiary is a party or by which it or any of its the material properties or assets of the Company or any Subsidiary are bound; (iii) any order of a Governmental Authority Order applicable to the Seller Company or any Group Company Subsidiary or by which any of the properties or assets of the Seller Company or any Group CompanySubsidiary are bound; or (iv) assuming receipt of all approvals, authorizations, consents or waiting period expirations or terminations as described in Sections 5.3(b), any applicable Law. 9.2 (b) No consent, waiver, approval, orderOrder, Permit or authorization of, or declaration or filing or registration with, or notification to, or exemption or action by, any Person or Governmental Authority Body is required on the part of the Seller Company or any Group Company (i) Subsidiary in connection with the execution and delivery of this Agreement or any of the documents to be executed and delivered by the Seller at the Closing Company Documents or the compliance by the Seller Company with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or thereby, except for (i) compliance with the taking applicable requirements of the HSR Act and any other action contemplated hereby or therebyapplicable Competition Laws, or and (ii) the continuing validity filing of the Certificate of Merger with the Secretary of State of the State of Delaware and effectiveness following appropriate documents with the Closing relevant authorities of any Permit or Contract of any Group Company, except for such consents other states in which the failure of which Company is qualified to obtain, individually or in the aggregate, would not have and would not reasonably be expected to adversely affect in any material respect, individually or in the aggregate, any Group Company’s do business.

Conflicts; Consents of Third Parties. 9.1 (a) None of the execution and delivery by the Seller of this Agreement or any of the documents to be executed and delivered by the Seller at the ClosingDocuments, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of or default (with or without notice or lapse of timethe breach of, or both) under, or give rise to a right of termination, revocation, cancellation or acceleration of any obligation or to loss of a benefit under, or give rise to any obligation of any Group Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under any provision of the certificate of incorporation or by-laws or comparable organizational documents of the Seller or either of the Companies; (ii) conflict with, violate, result in the breach or termination of, or constitute a default under any Contract, note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Seller or either of the Companies is a party or by which any of them or any of their respective properties or assets is bound; (iii) violate any statute, rule, regulation, order or decree of any Governmental Body or authority by which the Seller or either of the Companies is bound; or (iv) result in the creation of any Encumbrance in or Lien upon any of the properties or assets of any Group Company underthe Seller or either of the Companies except, in case of clauses (ii), (iiii) the constitutional documents of the Group Company; and (ii) any Material Contract iv), for such violations, breaches or Permit (except for any Permit that is defaults as would not, individually or in the aggregate, material to any Group Company’s business) to which any Group Company is have a party or by which it or any of its properties or assets are bound; (iii) any order of a Governmental Authority applicable to the Seller or any Group Company or any of the properties or assets of the Seller or any Group Company; or (iv) any applicable LawMaterial Adverse Effect. 9.2 No (b) Except as set forth on Schedule 4.6(b), no consent, waiver, approval, orderOrder, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of the Seller or any Group Company (i) either of the Companies in connection with the execution and delivery of this Agreement or any of the documents to be executed and delivered by the Seller at the Closing Documents, or the compliance by the Seller or either of the Companies as the case may be, with any of the provisions hereof or thereof, except for compliance with the consummation of the transactions contemplated hereby or thereby or the taking applicable requirements of any other action contemplated hereby or thereby, or (ii) applicable Antitrust Acts and the continuing validity rules and effectiveness following the Closing of any Permit or Contract of any Group Company, except for such consents the failure of which to obtain, individually or in the aggregate, would not have and would not reasonably be expected to adversely affect in any material respect, individually or in the aggregate, any Group Company’s businessregulations promulgated thereunder.

Conflicts; Consents of Third Parties. 9.1 (a) None of the execution and delivery by the either Seller or Parent of this Agreement or any of and the documents to be executed and delivered by the Seller at the Closingother Transaction Agreements, the consummation of the transactions contemplated hereby or thereby, or compliance by the either Seller or Parent with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any violation provision of the Certificate of Incorporation, the By-Laws or any organizational document of OTI, either Seller or Parent; (ii) conflict with, require the consent of, violate, result in the breach or termination of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, revocation, cancellation or acceleration of any obligation or to loss of a benefit under, or give rise to any obligation right of any Group Company termination or acceleration or the right to make any payment under, increase the obligations or to otherwise modify the increased, additional, accelerated or guaranteed rights or entitlements of any Person terms thereof under any provision ofmaterial note, bond, mortgage, indenture, license, agreement or other instrument, commitment or obligation to which the Company, OTI, either Seller or Parent is a party or by which any of them or any of their respective properties or assets is bound; (iii) violate any Law, Order or Permit by which the Company, OTI, either Seller or Parent is bound; or (iv) result in the creation of any Encumbrance in or material Lien upon any of the properties or assets of any Group the Company underor OTI (except, in the case of clause (i) the constitutional documents of the Group Company; (ii) any Material Contract or Permit (except iii), for any Permit that is such violations as would not, individually or in the aggregate, material to any Group Company’s business) to which any Group Company is have a party or by which it or any of its properties or assets are bound; (iii) any order of a Governmental Authority applicable to the Seller or any Group Company or any of the properties or assets of the Seller or any Group Company; or (iv) any applicable LawMaterial Adverse Effect). 9.2 No (b) Except for filings under the Competition Laws, no consent, waiver, approval, orderOrder, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of either Seller, Parent, the Seller Company or any Group Company (i) OTI in connection with the execution and delivery of this Agreement or any of the documents to be executed and delivered by the Seller at the Closing other Transaction Agreements, or the compliance or performance by each Seller, Parent, the Seller Company or OTI, as the case may be, with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking of any other action contemplated hereby or thereby, or (ii) the continuing validity and effectiveness following the Closing of any Permit or Contract of any Group Company, except for such consents the failure of which to obtain, individually or in the aggregate, would not have and would not reasonably be expected to adversely affect in any material respect, individually or in the aggregate, any Group Company’s business.

Conflicts; Consents of Third Parties. 9.1 None (a) Except for compliance with the HSR Act, none of the execution and delivery by a member of the Seller Selling Group of this Agreement or any of the documents to be executed and delivered by the Seller at the ClosingDocuments, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Selling Group with any of the provisions hereof or thereof will conflict with, or result in any violation of or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a an obligation to deliver notice to or request consent of any Person, right of modification, suspension, termination, revocation, cancellation or acceleration of any obligation or to the loss of a material benefit under, or give rise to any obligation of any a member of the Selling Group Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under any provision ofunder, or result in the creation of any Encumbrance in or Liens upon any of the properties or assets of a member of the Selling Group under any Group Company under, provision of (i) the constitutional documents any Contract, or Permit to which a member of the Selling Group Company; (ii) any Material Contract or Permit (except for any Permit that is not, individually or in the aggregate, material to any Group Company’s business) to which any Group Company is a party or by which it or any of its properties or assets are bound; (iii) any order of a Governmental Authority applicable to the Seller or any Group Company Purchased Interests or any of the properties or assets of a member of the Seller Selling Group is bound; (ii) any Order applicable to a member of the Selling Group or any Group Companythe properties or assets of the Selling Group; or (iviii) any applicable Law. 9.2 No (b) Except for compliance with the HSR Act, no consent, waiver, approval, orderOrder, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of the Seller or any Selling Group Company (i) in connection with the execution and delivery of this Agreement or any of the documents to be executed and delivered by Agreement, the Seller at the Closing or Documents, the compliance by the Seller Selling Group with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby or the taking of any other action contemplated hereby or thereby, or (ii) the continuing validity and effectiveness following the Closing of any Permit or Contract of any Group Company, except for such consents the failure of which to obtain, individually or in the aggregate, would not have and would not reasonably be expected to adversely affect in any material respect, individually or in the aggregate, any Group Company’s business.

Conflicts; Consents of Third Parties. 9.1 None (a) Except as set forth on Schedule 4.6(a), none of the execution and delivery by the Company or the Seller of this Agreement or any of the documents to be executed and delivered by the Seller at the ClosingDocuments, the consummation of the transactions contemplated hereby or therebyTransactions, or compliance by each of the Company or the Seller with any of the provisions hereof or thereof will 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, revocation, cancellation or acceleration of any obligation or to loss of a material benefit under, or give rise to any obligation of any Group the Company or the Seller, as applicable, to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under any provision ofunder, or result in the creation of any Encumbrance in or Liens upon any of the properties or assets of the Company or the Seller, as applicable, under any Group Company under, provision of (i) the constitutional documents articles of incorporation and bylaws of the Group CompanyCompany or the Seller, as applicable; (ii) any Material Contract or Permit (except for any Permit that is not, individually or in the aggregate, material to any Group Company’s business) to which any Group the Company or the Seller, as applicable, is a party or by which it or any of its the properties or assets of the Company or the Seller, as applicable, are bound; (iii) any order Order of a any court of competent jurisdiction, Governmental Authority Body or arbitrator applicable to the Seller Company or any Group Company the Seller, as applicable, or any of the properties or assets of the Seller Company or any Group Companythe Seller, as applicable, as of the date hereof; or (iv) any applicable Applicable Law. 9.2 No consent(b) Except as set forth on Schedule 4.6(b), waiver, approval, order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority no Consent is required on the part of either the Company or the Seller or any Group Company (i) in connection with the execution and delivery of this Agreement or any of the documents to be executed and delivered by the Seller at the Closing Documents or the compliance by the Company or the Seller with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby Transactions or the taking of any other action contemplated hereby or thereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract of any Group Companythe Company or the Seller, except for such consents the failure of which to obtain, individually or in the aggregate, would not have and would not reasonably be expected to adversely affect in any material respect, individually or in the aggregate, any Group Company’s businessas applicable.