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

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3, none of the execution and delivery by Purchaser of this Agreement and of the Ancillary Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 organization or limited liability company agreement of Purchaser, (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound or (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Documents, the compliance by Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Business.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3, none None of the execution and delivery by Purchaser of this Agreement and of the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 or cancellation under any provision of (i) the certificate articles of organization incorporation or limited liability company agreement by-laws or comparable organizational documents of the Purchaser, ; (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 Permit other instrument or obligation to which the Purchaser is a party or by which Purchaser any of them or its any of their respective properties or assets are bound or is bound; (iii) violate any Order statute, rule, regulation, order or decree of any Governmental Body applicable to Purchaser governmental body or authority by which the Purchaser is bound; or (iv) result in the creation of any of Lien upon the properties or assets of the Purchaser are bound or except, in case of clauses (ii), (iii) and (iv) any applicable Law), for such violations, breaches or defaults as would not, individually or in the aggregate, have a Material Adverse Effect. (b) No consent, waiver, approval, Order, Permit permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body or Regulatory Authority is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Purchaser Documents, or the compliance by Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Business.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3To the Seller’s knowledge, none of the execution and delivery by Purchaser of this Agreement and of or the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 organization or limited liability company agreement incorporation and by-laws of Purchaser, (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound or (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable Law. (b) No Except for the Sale Order, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Purchaser Documents, the compliance by Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Purchaser of any other action contemplated herebyhereby or thereby, or for Purchaser to conduct the Business.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3, none None of the execution and delivery by the Purchaser of this Agreement and of the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by the Purchaser 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 of: (i) the certificate of organization incorporation and by-laws or limited liability company agreement comparable organizational documents of such Purchaser, ; (ii) any Contract Contract, or Permit to which the Purchaser is a party or by which Purchaser or its any of the properties or assets of the Purchaser are bound or bound; (iii) any Order of any Governmental Body applicable to the Purchaser or by which any of the properties or assets of the Purchaser are bound bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Purchaser Documents, the compliance by the Purchaser with any of the provisions hereof or thereof, thereof or the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Businessthereby.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3, none of the execution and delivery by any Purchaser of this Agreement and of or the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by any Purchaser 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 organization or formation and limited liability company agreement of each Purchaser, (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound or (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of any Purchaser are bound or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of any Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Purchaser Documents, the compliance by any Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or the taking by any Purchaser of any other action contemplated hereby, or for any Purchaser to conduct the Business, except for compliance with the applicable requirements of the HSR Act.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.36.3(a) hereto, none of the execution and delivery by Purchaser of this Agreement and of or the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 under, any provision of (i) the certificate of organization incorporation and by-laws or limited liability company agreement comparable organizational documents of Purchaser, ; (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets of Purchaser are bound or bound; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Documents, Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby, except for the taking by Purchaser filing and recordation of any other action contemplated hereby, or for Purchaser to conduct the BusinessCertificate of Merger with the Secretary of State of the State of Delaware.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3, none None of the execution and or delivery by Purchaser such Stockholder of this Agreement and or any of the Ancillary Documentsother Transaction Documents to which such Stockholder is a party, the consummation of any of the transactions Transactions contemplated hereby or thereby, does or the compliance by Purchaser with will (a) require such Stockholder to obtain or make any of the provisions hereof consent, waiver, approval, exemption, declaration, license, authorization or thereof will conflict withpermit of, or registration or filing with or notification to, any Governmental Entity, (b) require a consent under, result in any a material violation of or default material breach of, constitute (with or without notice or lapse of time, time or both) a material default (or give rise to any right of termination, cancellation, amendment or acceleration or any obligation) under, or give rise to a right of termination or cancellation under any provision of (i) result in the certificate of organization or limited liability company agreement of Purchaser, (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound or (iii) any Order creation of any Governmental Body applicable to Purchaser or by which Encumbrance on any of the properties or assets of Purchaser are bound such Stockholder pursuant to, any of the terms, conditions or provisions of any Contract to which such Stockholder is a party or by which such Stockholder or any of his properties or assets is bound, or (ivc) violate any Law of any Governmental Entity applicable Lawto such Stockholder or by which he or she or any of his properties or assets is bound. (b) No consent, waiver, approval, Orderlicense, Permit order, permit or authorization of, or declaration declaration, registration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser any Stockholder in connection with the execution and execution, delivery or performance of this Agreement or any of the Ancillary Documents, other Transaction Documents or the compliance by Purchaser any Stockholder with any of the provisions hereof or thereof, or the consummation of any of the transactions Transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Businessthereby.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser in Section 5.3(a) of the Disclosure Schedule 6.3hereto, none of the execution and delivery by Purchaser of this Agreement and of the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 organization or limited liability company agreement incorporation and by-laws of Purchaser, ; (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets of Purchaser are bound or bound; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law. (b) No Except as set forth in Section 5.3(b) of the Disclosure Schedule hereto, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Documents, Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof, thereof or the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Businessthereby.

Conflicts; Consents of Third Parties. (a) Except as set forth on Schedule 6.3 of the Purchaser Schedule 6.3Disclosure Schedule, none of the execution and delivery by Purchaser of this Agreement and or any of the Ancillary other Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 under, any provision of (i) the certificate of organization incorporation and by-laws (or limited liability company agreement other organizational and governing documents) of Purchaser, (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound or bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary other Purchaser Documents, the compliance by Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Businessthereby.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3in Section 5.3(b) of the Disclosure Schedule, none of the execution and delivery by Purchaser of this Agreement and of or the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 termination, cancellation or cancellation acceleration of any obligation under any provision of (i) the certificate of organization incorporation and by-laws or limited liability company agreement comparable organizational documents of Purchaser, ; (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets of Purchaser are bound or bound; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Documents, Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof, the consummation except for those set forth on Section 5.3(b) of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the BusinessDisclosure Schedule.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.34.3, none of the execution and delivery by Purchaser of this Agreement and of or the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 organization or limited liability company agreement Governing Documents of Purchaser, (ii) any Contract or Permit to which Purchaser is a party Party or by which Purchaser or its properties or assets are bound or bound; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable Law. (b) No Except as set forth on Schedule 4.3, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Purchaser Documents, the compliance by Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby (including the issuance of Purchaser Common Stock) or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Business, except for compliance with the applicable requirements of the HSR Act.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.38.3(a) hereto, none of the execution and delivery by Purchaser of this Agreement and of or the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 under, any provision of (i) the certificate articles of organization or limited liability company agreement incorporation and by-laws of Purchaser, ; (ii) any material Contract or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets of Purchaser are bound or bound; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Documents, Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof, except for compliance with the consummation applicable requirements of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the BusinessHSR Act.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3, none None of the execution and or delivery by Purchaser of this Agreement and or any of the Ancillary Purchaser Documents, the consummation of any of the transactions contemplated hereby or thereby, or the compliance by Purchaser with any of the provisions hereof or thereof does or will conflict with, or result in any violation of, or constitute a breach of or a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, modification or cancellation under under, or result in the creation of any Lien upon any of the properties or assets of Purchaser under, any provision of (i) the certificate of organization incorporation, by-laws or limited liability company agreement any other governing documents of Purchaser, each as currently in effect; (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or any of its properties or assets are bound or is bound; (iii) any Order of any Governmental Body applicable to Purchaser or by which Purchaser or any of the its properties or assets of Purchaser are bound is bound; or (iv) any applicable Law. (b) No Except for the consent of JPMorgan Chase Bank, N.A., which has been obtained, no consent, waiver, approval, Order, Permit or authorization of, or declaration declaration, registration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and execution, delivery or performance of this Agreement or any of the Ancillary Purchaser Documents, the compliance by Purchaser with any of the provisions hereof or thereof, or the consummation of any of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Businessthereby.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3, none None of the execution and delivery by Purchaser or Parent of this Agreement and of the Ancillary other Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser or Parent, as applicable, 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 organization incorporation, certificate of formation, operating or limited liability company agreement or by-laws of PurchaserPurchaser or Parent, (ii) any Contract or Permit to which Purchaser or Parent is a party or by which Purchaser or its Parent or their properties or assets are bound or (iii) any Order of any Governmental Body applicable to Purchaser or Parent or by which any of the properties or assets of Purchaser or Parent are bound or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser or Parent in connection with the execution and delivery of this Agreement or the Ancillary other Purchaser Documents, the compliance by Purchaser or Parent with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or the taking by Purchaser or Parent of any other action contemplated hereby, or for Purchaser or Parent to conduct the Business, except for compliance with the applicable requirements of the HSR Act.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3in Section 5.3(b) of the Disclosure Schedule, none of the execution and delivery by Purchaser of this Agreement and of the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser with any of the provisions hereof or thereof will 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 give rise to a right of termination termination, cancellation or cancellation acceleration of any obligation under any provision of (i) the certificate of organization incorporation and by-laws or limited liability company agreement comparable organizational documents of such Purchaser, ; (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets of Purchaser are bound or bound; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Documents, Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof, the consummation except for those set forth in Section 5.3(b) of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the BusinessDisclosure Schedule.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3, none None of the execution and delivery by Purchaser of this Agreement and of the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or therebythereby (including, without limitation, the Put Option), or the compliance by Purchaser with any of the provisions hereof or thereof will 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 give rise to a right of termination termination, cancellation or cancellation acceleration under any provision of (i) the certificate of organization or incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or comparable organizational documents of Purchaser, ; (ii) any Contract Contract, or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets of Purchaser are bound or bound; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Documents, Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Business.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3, none of the execution and delivery by Purchaser of this Agreement and of or the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 organization or limited liability company agreement incorporation and by-laws of Purchaser, (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound or (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Purchaser Documents, the compliance by Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Purchaser of any other action contemplated herebyhereby or thereby, or for Purchaser to conduct the Business, except for compliance with the applicable requirements of the HSR Act.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.36.3(a) hereto, none of neither the execution and delivery by Purchaser of this Agreement and of or the Ancillary Documents, Purchaser Documents nor the consummation of the transactions contemplated hereby or thereby, or the thereby nor compliance by Purchaser 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 under, any provision of (i) the certificate of organization incorporation or limited liability company agreement by-laws of Purchaser, ; (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets of Purchaser are bound or bound; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law. (b) No Except as contemplated pursuant to Section 7.3(c), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Documents, Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof, except for compliance with the consummation of the transactions contemplated hereby or the taking by Purchaser applicable requirements of any other action contemplated hereby, or Law enforced by any Governmental Antitrust Entity regarding pre-acquisition notifications for Purchaser to conduct the Businesspurpose of competition reviews.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3, none None of the execution and delivery by Purchaser of this Agreement and of the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser with any of the provisions hereof or thereof will 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 give rise to a right of termination termination, cancellation or cancellation acceleration of any obligation under any provision of (i) the certificate of organization incorporation and by-laws or limited liability company agreement comparable organizational documents of such Purchaser, ; (ii) any Contract Contract, or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets of Purchaser are bound or bound; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law. (b) . · No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Documents, Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof, except for compliance with the consummation applicable requirements of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the BusinessHSR Act.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3, none None of the execution and delivery by Purchaser of this Agreement and of the Ancillary DocumentsAgreement, the consummation of the transactions contemplated hereby or therebyhereby, or the compliance by Purchaser 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 under, any provision of (i) the certificate of organization incorporation (or limited liability company agreement other organizational or governing documents) of Purchaser, (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound or bound, (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary DocumentsAgreement, the compliance by Purchaser with any of the provisions hereof or thereofhereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Business, except for such consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a material adverse effect upon Purchaser’s ability to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3, none None of the execution and delivery by Purchaser of this Agreement and of or the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 termination, cancellation or cancellation under acceleration under, any provision of (i) the certificate of organization or limited liability company agreement organizational documents of Purchaser, ; (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound or bound; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) subject to obtaining the consents, waivers and approvals set forth in Section 7.3(b), any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Purchaser Documents, the compliance by Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or except for Purchaser to conduct compliance with the Businessapplicable requirements of the HSR Act and the Federal Power Act and approval of the transactions contemplated hereby by the Public Utility Commission of Texas.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3, none of the execution and delivery by Purchaser of this Agreement and of or the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 articles of organization or limited liability company and operating agreement of Purchaser, (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound or (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Purchaser Documents, the compliance by Purchaser Parent or Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Business.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3, none None of the execution and delivery by Purchaser of this Agreement and of or the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 under, any provision of (i) the certificate of organization incorporation and by-laws (or limited liability company agreement other organizational and governing documents) of Purchaser, ; (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound or bound; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Purchaser Documents, the compliance by Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or except for Purchaser to conduct compliance with the Businessapplicable requirements of the HSR Act and the French Ministry of the Economy, Finance and Industry.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3, none None of the execution and or delivery by any Purchaser of this Agreement and or any of the Ancillary other Purchaser Documents, the consummation of any of the transactions contemplated hereby or thereby, or the compliance by any Purchaser with any of the provisions hereof or thereof does or will conflict with, or result in any violation of, or constitute a breach of or a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, modification or cancellation under under, or result in the creation of any Lien, other than Permitted Exceptions, upon any of the properties or assets of any Purchaser under, any provision of (i) the certificate of organization incorporation, bylaws or limited liability company agreement comparable organizational or governing documents of any Purchaser, ; (ii) any Contract or Permit to which any Purchaser is a party or by which any Purchaser or any of its properties or assets are bound or is bound; (iii) any Order of any Governmental Body applicable to any Purchaser or by which any Purchaser or any of the its properties or assets of Purchaser are bound is bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration declaration, registration or filing with, or notification to, any Person or Governmental Body is required on the part of any Purchaser in connection with the execution and execution, delivery or performance of this Agreement or any of the Ancillary other Purchaser Documents, the compliance by the Purchaser with any of the provisions hereof or thereof, or the consummation of any of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Businessthereby.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3, none None of the execution and delivery by Purchaser of this Agreement and of the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 organization incorporation and by-laws or limited liability company agreement comparable organizational documents of such Purchaser, ; (ii) any Contract Contract, or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets of Purchaser are bound or bound; (iii) any Order of any Governmental Body Authority applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Authority is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Documents, Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof, except for compliance with the consummation applicable requirements of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the BusinessHSR Act.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3To the knowledge of Purchaser, none of the execution and delivery by Purchaser of this Agreement and of or the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 articles of organization or limited liability company agreement association (Satzung) of Purchaser, (ii) any Contract or Permit permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound or (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable Law. (b) No To the knowledge of Purchaser, no consent, waiver, approval, Order, Permit permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Purchaser Documents, the compliance by Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Purchaser of any other action contemplated herebyhereby or thereby, or for Purchaser to conduct purchase the BusinessShares or operate the Company’s business.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3, none of the execution and delivery by Purchaser of this Agreement and of or the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 organization or limited liability company agreement incorporation and by-laws of Purchaser, (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound or (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Purchaser Documents, the compliance by Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Business.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.35.3 hereto, none of the execution and delivery by Purchaser of this Agreement and of the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 organization incorporation and by-laws or limited liability company agreement comparable organizational documents of Purchaser, ; (ii) any Contract Contract, or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets of Purchaser are bound or bound; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law or Educational Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Documents, Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Business.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.37.3(a) hereto, none of the execution and delivery by Purchaser of this Agreement and of or the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 under, any provision of (i) the certificate of organization organizational or limited liability company agreement governing documents of Purchaser, ; (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound or bound; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Purchaser Documents, the compliance by Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or except for Purchaser to conduct compliance with the Businessapplicable requirements of the HSR Act.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.37.3(a) hereto, none of the execution and delivery by each Purchaser of this Agreement and of or the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by each Purchaser 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 under, any provision of (i) the certificate of organization or limited liability company agreement incorporation and by-laws of such Purchaser, ; (ii) any Contract or Permit to which such Purchaser is a party or by which Purchaser or its properties or assets are bound or bound; (iii) any Order of any Governmental Body applicable to such Purchaser or by which any of the properties or assets of such Purchaser are bound bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of either Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Purchaser Documents, the compliance by each Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or the taking by each Purchaser of any other action contemplated hereby, or except for Purchaser to conduct compliance with the Businessrequirements of the HSR Act, if applicable.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3, none None of the execution and or delivery by Purchaser of this Agreement and or any of the Ancillary other Purchaser Documents, the consummation of any of the transactions contemplated hereby or thereby, or the compliance by Purchaser with any of the provisions hereof or thereof does or will conflict with, or result in any violation of, or constitute a breach of or a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, modification or cancellation under under, or result in the creation of any Lien, other than Permitted Exceptions, upon any of the properties or assets of Purchaser under, any provision of (i) the certificate of organization incorporation, bylaws or limited liability company agreement comparable organizational or governing documents of Purchaser, ; (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or any of its properties or assets are bound or is bound; (iii) any Order of any Governmental Body applicable to Purchaser or by which Purchaser or any of the its properties or assets of Purchaser are bound is bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration declaration, registration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and execution, delivery or performance of this Agreement or any of the Ancillary other Purchaser Documents, the compliance by Purchaser with any of the provisions hereof or thereof, or the consummation of any of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Businessthereby.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.37.3, none of the execution and delivery by Purchaser of this Agreement and of or the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 organization formation, operating agreement or limited liability company agreement other governing documents of Purchaser, (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound or (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Purchaser Documents, the compliance by Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Purchaser of any other action contemplated herebyhereby or thereby, or for Purchaser to conduct the Business, except for compliance with the applicable requirements of the HSR Act and the Gaming Laws, and specifically, obtaining the Gaming Approvals.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.36.3 of the Disclosure Schedules, none of the execution and delivery by Purchaser of this Agreement and of or the Ancillary Transfer Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 under, any provision of (i) the certificate of organization formation (or limited liability company agreement other organizational or governing documents) of Purchaser, (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound bound, or (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit approval or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary DocumentsAgreement, the compliance by Purchaser with any of the provisions hereof or thereofhereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Business, except for such consents, waivers, approvals or authorizations the failure of which to obtain would not have a material adverse effect upon Purchaser’s ability to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3To the knowledge of Purchaser, none of the execution and delivery by Purchaser of this Agreement and of or the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 organization incorporation and by-laws or limited liability company agreement comparable organizational documents of Purchaser, (ii) any Contract or Permit permit to which Purchaser is a party or by which Purchaser or its properties or assets are bound or (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound or (iv) any applicable Law. (b) No To the knowledge of Purchaser, no consent, waiver, approval, Order, Permit permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Purchaser Documents, the compliance by Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby or the taking by Purchaser of any other action contemplated herebyhereby or thereby, or for Purchaser to conduct purchase the BusinessShares or operate the Companies’ business.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.36.2(a), none of the execution and delivery by Purchaser the Purchasers of this Agreement and of or the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser the Purchasers 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 under, any provision of (i) the certificate of organization incorporation or limited liability company agreement by-laws of either Purchaser, (ii) any Contract Contract, Concession or Permit to which either Purchaser is a party or by which Purchaser or its any of the properties or assets of either Purchaser are bound or bound, (iii) any Order of any Governmental Body Authority applicable to a Purchaser or by which any of the properties or assets of a Purchaser are bound bound, or (iv) any applicable Law. (b) No Except as set forth on Schedule 6.2(b), no consent, waiver, approval, Order, Concession, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Authority is required on the part of Purchaser the Purchasers in connection with the execution and delivery of this Agreement or the Ancillary Documents, Purchaser Documents or the compliance by Purchaser the Purchasers with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Business.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.3, none None of the execution and delivery by Purchaser of this Agreement and of the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 articles of organization association or limited liability company agreement comparable organizational documents of Purchaser, ; (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets are bound or of Purchaser is bound; (iii) any Order of any PRC or foreign Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound is bound; or (iv) any applicable Law, except in each case where such organizational documents, Contracts, Permits, Orders or applicable Law are adopted or otherwise take effect after the Closing or where such violation or default arises from actions or omissions by any Person other than Purchaser. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Documents, Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or the taking by Purchaser of any other action contemplated hereby, or for Purchaser to conduct the Business.

Conflicts; Consents of Third Parties. (a) Except as set forth on Purchaser Schedule 6.37.3(a) hereto, none of the execution and delivery by Purchaser of this Agreement and of or the Ancillary Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by Purchaser 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 under, any provision of (i) the certificate of organization incorporation or limited liability company agreement by-laws of Purchaser, ; (ii) any Contract or Permit to which Purchaser is a party or by which Purchaser or its any of the properties or assets of Purchaser are bound or bound; (iii) any Order of any Governmental Body applicable to Purchaser or by which any of the properties or assets of Purchaser are bound bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the Ancillary Documents, Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof, except for compliance with the consummation of the transactions contemplated hereby or the taking by Purchaser applicable requirements of any other action contemplated hereby, or Law enforced by any Governmental Antitrust Entity regarding preacquisition notifications for Purchaser to conduct the Businesspurpose of competition reviews.