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

Conflicts; Consents of Third Parties. 5.3.1 None of the execution and delivery by the Purchaser of this Agreement and the other Purchaser Documents, the consummation of the transactions contemplated hereby, or the compliance by the Purchaser with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the articles of incorporation or bylaws or comparable organizational documents of the Purchaser, (ii) conflict with, violate, result in the breach of, or constitute a default under any note, bond, mortgage, indenture, license, agreement or other obligation to which the Purchaser is a party or by which the Purchaser or its properties or assets are bound or (iii) violate any statute, rule, regulation, order or decree of any Governmental Body or authority by which the Purchaser is bound, except, in the case of clauses (ii) and (iii), for such violations, breaches or defaults as would not, individually or in the aggregate, have a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. 5.3.1 None (a) Neither of the execution and delivery by the Purchaser of this Agreement, the Voting Agreements, the Assignment and Assumption Agreement and the other Purchaser DocumentsIndemnity Agreement, the consummation of the transactions contemplated hereby, or nor the compliance by the Purchaser with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the articles certificate of incorporation or bylaws or comparable organizational documents of the Purchaser, (ii) conflict with, violate, result in the breach of, or constitute a default under any note, bond, mortgage, indenture, license, agreement or other obligation to which the Purchaser is a party or by which the Purchaser or its properties or assets are bound or (iii) violate any statute, rule, regulation, order or decree of any Governmental Body governmental body or authority by which the Purchaser is bound, except, in the case of clauses (ii) and (iii), for such violations, breaches or defaults as would not, individually or in the aggregate, have a material adverse effect on the ability business, properties, results of operations, prospects, condition (financial or otherwise) of the Purchaser to consummate the transactions contemplated by this Agreementand its subsidiaries, taken as a whole.

Conflicts; Consents of Third Parties. 5.3.1 (a) None of the execution and delivery by the Purchaser of this Agreement and the other of Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by the Purchaser with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the articles certificate of incorporation or bylaws or comparable organizational documents by-laws of the Purchaser, (ii) conflict with, violate, result in the breach of, or constitute a default under any note, bond, mortgage, indenture, license, agreement or other obligation to which the Purchaser is a party or by which the Purchaser or its properties or assets are bound or (iii) violate any statute, rule, regulation, order or decree of any Governmental Body or authority by which the Purchaser is bound, except, in the case of clauses (ii) and (iii), for such violations, breaches or defaults as would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. 5.3.1 (a) None of the execution and delivery by the Purchaser of this Agreement and of the other Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by the Purchaser with any of the provisions hereof or thereof will conflict with or result in any violation or default under or give rise to a right of termination, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any obligation under (i) conflict with, or result in the breach of, any provision of the articles certificate of incorporation or bylaws or comparable organizational documents by-laws of the Purchaser, (ii) conflict with, violate, result in the breach of, any Contract or constitute a default under any note, bond, mortgage, indenture, license, agreement or other obligation Permit to which the Purchaser is a party or by which the Purchaser or its properties or assets are bound or bound, (iii) violate any statute, rule, regulation, order Order applicable to Purchaser or decree any of the properties or assets of Purchaser or (iv) any Governmental Body or authority by which the Purchaser is boundapplicable Law, except, in the case of clauses (ii), (iii) and (iiiiv), for such violations, breaches breaches, defaults, terminations, cancellations or defaults accelerations as would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. 5.3.1 None of the execution and delivery by the Purchaser of this Agreement and the other Purchaser Documents, the consummation of the transactions contemplated hereby, or the compliance by the Purchaser with any of the provisions hereof or thereof will (ia) conflict with, or result in the breach of, any provision of the articles of incorporation or bylaws or comparable organizational documents by-laws of the Purchaser, (iib) conflict with, violate, result in the breach of, or constitute a default under any note, bond, mortgage, indenture, license, agreement or other obligation to which the Purchaser is a party or by which the Purchaser or its properties or assets are bound bound, or (iiic) violate any statute, rule, regulation, order or decree of any Governmental Body or authority by which the Purchaser is bound, except, in the case of clauses (ii) and (iiib), for such conflicts, violations, breaches or defaults as would not, individually or in the aggregate, have a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. 5.3.1 8.3.1 None of the execution and delivery by the each Purchaser of this Agreement and the other Purchaser Documents, the consummation of the transactions contemplated hereby, or the compliance by the each Purchaser with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the articles certificate of incorporation or bylaws or comparable organizational documents of the such Purchaser, (ii) conflict with, violate, result in the breach of, or constitute a default under any note, bond, mortgage, indenture, license, agreement or other obligation to which the such Purchaser is a party or by which the such Purchaser or its properties or assets are bound or (iii) violate any statute, rule, regulation, order Order or decree of any Governmental Body or authority by which the such Purchaser is bound, except, in the case of clauses (ii) and (iii), for such violations, breaches or defaults as would not, individually or in the aggregate, have a material adverse effect on the ability of the such Purchaser to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. 5.3.1 None (a) Except as set forth on Schedule 4.6 hereto, neither of the execution execution, delivery and delivery performance by the Purchaser Parent or Acquisition Sub of this Agreement and the other Purchaser Parent Documents, the consummation of the transactions contemplated hereby, or nor the compliance by the Purchaser Parent and the Acquisition Sub with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the articles certificate of incorporation or bylaws or comparable organizational documents by-laws of the PurchaserParent, (ii) conflict with, violate, result in the breach of, or constitute a default under any note, bond, mortgage, indenture, license, agreement or other obligation to which the Purchaser Parent Acquisition Sub is a party or by which the Purchaser Parent or its properties or assets are bound or (iii) violate any statute, rule, regulation, order or decree of any Governmental Body governmental body or authority by which the Purchaser Parent Acquisition Sub is bound, except, in the case of clauses (ii) and (iii), for such violations, breaches or defaults as would not, individually or in the aggregate, have a material adverse effect on the ability business, properties, results of operations, prospects, conditions (financial or otherwise) of the Purchaser to consummate the transactions contemplated by this AgreementParent and its subsidiaries, taken as a whole.

Conflicts; Consents of Third Parties. 5.3.1 None (a) Except as set forth on Schedule 4.3 hereto, neither of the execution and delivery by the Purchaser Buyer of this Agreement and the other Purchaser Buyer Documents, the consummation of the transactions contemplated hereby, or nor the compliance by the Purchaser Buyer with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the articles certificate of incorporation, or certificate of incorporation or bylaws or comparable organizational documents by-laws of the PurchaserBuyer, (ii) conflict with, violate, result in the breach of, or constitute a default under any note, bond, mortgage, indenture, license, agreement or other obligation to which the Purchaser Buyer is a party or by which the Purchaser Buyer, or its properties or assets are bound or (iii) violate any statute, rule, regulation, order or decree of any Governmental Body governmental body or authority by which the Purchaser Buyer is bound, except, in the case of clauses (ii) and (iii), for such violations, breaches or defaults as would not, individually or in the aggregate, have a material adverse effect Material Adverse Effect on the ability business, properties, results of operations, prospects, conditions (financial or otherwise) of the Purchaser to consummate the transactions contemplated by this AgreementBuyer and its subsidiaries, taken as a whole.

Conflicts; Consents of Third Parties. 5.3.1 None (a) Except as set forth on Schedule 4.3 hereto, neither of the execution and delivery by the Purchaser of this Agreement and the other Purchaser Documents, the consummation of the transactions contemplated hereby, or nor the compliance by the Purchaser with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the articles certificate of incorporation incorporation, or bylaws certificate of formation, or comparable organizational documents by-laws of the Purchaser, (ii) conflict with, violate, result in the breach of, or constitute a default under any note, bond, mortgage, indenture, license, agreement or other obligation to which the Purchaser is a party or by which the Purchaser or its respective properties or assets are bound or (iii) violate any statute, rule, regulation, order or decree of any Governmental Body governmental body or authority by which the Purchaser is bound, except, in the case of clauses (ii) and (iii), for such violations, breaches or defaults as would not, individually or in the aggregate, have a material adverse effect on the ability business, properties, results of operations, prospects, conditions (financial or otherwise) of the Purchaser to consummate the transactions contemplated by this Agreementand its subsidiaries, taken as a whole.

Conflicts; Consents of Third Parties. 5.3.1 None of (a) Neither the execution and delivery by the Purchaser of this Agreement and the other Purchaser Documents, the consummation of the transactions contemplated hereby, or Documents nor the compliance by the Purchaser with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the articles Articles of incorporation Incorporation or bylaws or comparable organizational documents Bylaws of the Purchaser, ; (ii) conflict with, violate, result in the breach of, or constitute a default under any note, bond, mortgage, indenture, license, agreement or other obligation to which the Purchaser is a party or by which the Purchaser or its properties or assets are bound bound; (iii) violate any non competition agreement entered into by Purchaser or any of the owners of Purchaser; or (iiiiv) violate any statute, rule, regulation, order regulation or decree Order of any Governmental Body or authority by which the Purchaser is bound, except, in the case of clauses (ii) and (iii), for such violations, breaches or defaults as would not, individually or in the aggregate, have a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. 5.3.1 4.3.1 None of the execution and delivery by the Purchaser of this Agreement and the other Purchaser Documents, the consummation of the transactions contemplated hereby, or the compliance by the Purchaser with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the articles of incorporation or bylaws or comparable organizational documents of the Purchaser, ; (ii) conflict with, violate, result in the breach of, or constitute a default under any note, bond, mortgage, indenture, license, agreement or other obligation to which the Purchaser is a party or by which the Purchaser or its properties or assets are bound bound; or (iii) violate any statute, rule, regulation, order or decree of any Governmental Body or authority by which the Purchaser is bound, except, in the case of clauses (ii) and (iii), for such violations, breaches or defaults as would not, individually or in the aggregate, have a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. 5.3.1 None (a) Except as set forth on Schedule 5.3, none of the execution and delivery by the Purchaser of this Agreement and the other of Purchaser Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by the Purchaser with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the articles certificate of incorporation or bylaws or comparable organizational documents by-laws of the Purchaser, (ii) conflict with, violate, result in the breach of, or constitute a default under any note, bond, mortgage, indenture, license, agreement or other obligation to which the Purchaser is a party or by which the Purchaser or its properties or assets are bound or (iii) violate any statute, rule, regulation, order or decree of any Governmental Body or authority by which the Purchaser is bound, except, in the case of clauses (ii) and (iii), for such violations, breaches or defaults as would not, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated by this Agreement.