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

Conflicts; Consents of Third Parties. (a) Except as listed on Section 3.3(a) of the Seller Disclosure Schedule, and assuming all Governmental Approvals as contemplated by Section 3.3(b) below have been obtained and are effective and all applicable waiting periods have expired or been terminated and all filings and notifications described in Section 3.3(b) have been made, none of the execution and delivery by Seller of this Agreement or the other Transaction Agreements to which it is a party or the consummation of the Transaction by Seller (A) will result in the creation of any Lien on any of the Assets (other than Permitted Liens) or (B) conflict with, violate or constitute a default (with or without notice or lapse of time, or both) under, give rise to a right of termination, modification, cancellation or acceleration of any obligation or loss of any benefit under or require any consent, approval or waiver from any Person pursuant to any provision of (i) the Organizational Documents of Seller or one or more of its parent company(ies); (ii) any Material Contract or Permit to which Seller is a party or by which any of its properties or assets are bound; or (iii) any Law or Order that is applicable to Seller, except, in the case of clauses (ii) and (iii), as would not have (or would not be reasonably expected to have), individually or in the aggregate, a Company Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as listed on Section 3.3(a4.3(a) of the Seller Company Disclosure Schedule, and assuming all Governmental Approvals as contemplated by Section 3.3(b4.3(b) below have been obtained and are effective and all applicable waiting periods have expired or been terminated and all filings and notifications described in Section 3.3(b4.3(b) have been made, none of the execution and delivery by Seller the Company of this Agreement or the other Transaction Agreements to which it is a party or the consummation of the Transaction by Seller the Company (A) will result in the creation of any Lien on any of the Assets (other than Permitted Liens) ), or (B) conflict with, violate or constitute a default (with or without notice or lapse of time, or both) under, give rise to a right of termination, modification, cancellation or acceleration of any obligation or loss of any benefit under or require any consent, approval or waiver from any Person pursuant to any provision of (i) the Organizational Documents of Seller the Company or one or more of its parent company(ies); (ii) any Material Contract or Permit to which Seller the Company is a party or by which any of its properties or assets are bound; or (iii) any Law or Order that is applicable to Sellerthe Company, except, in the case of clauses (ii) and (iii), as would not have (or would not be reasonably expected to have), individually or in the aggregate, a Company Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as listed set forth on Section 3.3(a) of the Seller Disclosure Schedule, and assuming all Governmental Approvals as contemplated by Section 3.3(b) below have been obtained and are effective and all applicable waiting periods have expired or been terminated and all filings and notifications described in Section 3.3(b) have been madeSchedule 5.3(b), none of the execution and delivery by Seller of this Agreement or the other Transaction Agreements to which it is a party or Seller Documents, the consummation of the Transaction transactions contemplated hereby or thereby by Seller, or the compliance by Seller (A) will result in the creation of any Lien on with any of the Assets (other than Permitted Liens) provisions hereof or (B) thereof will conflict with, violate result in any violation or constitute a breach of, or default under (with or without notice or lapse of time, or both) under), or give rise to a right of termination, modification, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any benefit under obligation of Seller to make any payment under, or require any consentto the increased, approval additional, accelerated or waiver from guaranteed rights or entitlements of any Person pursuant to under, or result in the creation of any Liens upon any of the Purchased Assets under any provision of (i) the Organizational Documents Seller’s Articles of Seller Organization or one or more of its parent company(ies)Fifth Amended and Restated Limited Liability Company Operating Agreement, as amended; (ii) any Material Contract or Permit to which Seller is a party or by which any of its properties the Purchased Assets are bound; (iii) any Order applicable to Seller or assets by which any of the Purchased Assets are bound; or (iiiiv) any Law or Order that is applicable to Seller, except, in the case of clauses (ii) and (iii), as would not have (or would not be reasonably expected to have), individually or in the aggregate, a Company Material Adverse EffectLaw.

Conflicts; Consents of Third Parties. (a) Except as listed on Section 3.3(a) Subject to the satisfaction of the Seller Disclosure Schedule, and assuming all Governmental Approvals as contemplated by Section 3.3(b) below have been obtained and are effective and all applicable waiting periods have expired or been terminated and all filings and notifications described condition set forth in Section 3.3(b) have been made10.3(c), none of the execution and delivery by each Seller of this Agreement or the other Transaction Agreements Seller Documents to which it is a party or party, the consummation of the Transaction transactions contemplated hereby or thereby, or compliance by such Seller (A) will result in the creation of any Lien on with any of the Assets (other than Permitted Liens) provisions hereof or (B) thereof will conflict with, violate or constitute a result in any violation of or default (with under or without notice or lapse of time, or both) under, give rise to a right of termination, modification, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any obligation or loss of any benefit under or require any consent, approval or waiver from any Person pursuant to any provision of (i) the Organizational Documents certificate of Seller incorporation or one or more bylaws of its parent company(ies)each Seller; (ii) any Material Contract or Permit to which each Seller is a party or by which any of its the properties or assets are boundof each Seller is bound except to the extent any of the foregoing is not enforceable due to operation of applicable bankruptcy Law or the Approval Order; or (iii) any Law or Order that is applicable to Sellereach Seller or any of the properties or assets of such Seller or (iv) any applicable Law, exceptother than, in the case of clauses (ii), (iii) and (iiiiv), as would such conflicts, violations, defaults, terminations, cancellations or accelerations that could not have (or would not reasonably be reasonably expected to have), individually or in the aggregate, have a Company Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as listed set forth on Section 3.3(a) of the Seller Disclosure ScheduleSchedule 4.3(a), and assuming all Governmental Approvals as contemplated by Section 3.3(b) below have been obtained provided that the notifications and are effective and all applicable waiting periods have expired or been terminated and all filings and notifications described approvals set forth in Section 3.3(b4.3(b) have been madeor on Schedule 4.3(b) are made or obtained, none of the execution and delivery by such Seller of this Agreement or the other Transaction Agreements Seller Documents to which it such Seller is a party or party, the consummation of the Transaction Transactions by such Seller (A) will result in the creation of any Lien on or compliance by such Seller with any of the Assets (other than Permitted Liens) provisions hereof or (B) thereof will not conflict with, violate or constitute a result in any violation of, breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, modificationcancellation, cancellation or acceleration of any obligation acceleration, modification or loss of any material benefit under, any provision of, or give rise to or accelerate any liability, payment or right under, or require the consent of any third party under or require result in the imposition or creation of any consentLien, approval other than Permitted Exceptions, upon any of the assets (whether tangible or waiver from intangible), properties or rights of any Person pursuant to any provision of Seller under (i) the Organizational Documents of Seller or one or more of its parent company(ies)such Seller; (ii) any Material Contract or Permit to which such Seller is a party or by which any of the properties or assets of such Seller are bound or affected; (iii) any Order of any Governmental Authority applicable to such Seller or by which any of its properties or assets are bound; , or (iiiiv) any Law or Order that is applicable to SellerLaw, exceptother than, in the case of clauses (ii), (iii) and (iiiiv), as such conflict, violation, breach, default, termination, cancellation, acceleration, modification or loss that would not have (or would not reasonably be reasonably expected to have)prohibit, individually restrict, delay or impair in any material respect the aggregate, a Company Material Adverse Effectperformance by such Seller of its obligations under this Agreement or any Seller Document.

Conflicts; Consents of Third Parties. (a) Except as listed on Assuming all waivers, Orders and Permits described in Section 3.3(a4.4(b) of the Seller Disclosure Scheduleand Section 5.3(b) have been obtained, and assuming all Governmental Approvals as contemplated by Section 3.3(b) below have been obtained and are effective and all applicable waiting periods have expired declarations, filings or been terminated and all filings and notifications described in Section 3.3(b4.4(b) and Section 5.3(b), if any, have been made, none of the execution and execution, delivery or performance by Seller of this Agreement or the other Transaction Agreements to which it is a party Agreement, or the consummation by Seller of the Transaction by Seller (A) Transactions, will result in the creation of any Lien on any of the Assets (other than Permitted Liens) or (B) conflict with, violate or constitute a 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, modification, termination or cancellation or acceleration of any obligation obligation, or loss result in the creation of any benefit Lien (other than any Permitted Lien) upon any of the properties or assets of Seller or the Acquired Companies, as applicable, under or require any consent, approval or waiver from any Person pursuant to any provision of (i) the Organizational Documents of Seller or one or more of its parent company(ies); the Acquired Companies, (ii) any Material Contract or any Permit applicable to which Seller is a party any Acquired Company or by which any of its the properties or assets of any Acquired Company are bound; bound or (iii) any Law or Order that is applicable to SellerSeller or any Acquired Company or by which any of the properties or assets of Seller or any Acquired Company are bound, exceptother than, in the case of clauses subclauses (ii) and (iii), as such items that would not have (or would not reasonably be reasonably expected to have)expected, individually or in the aggregate, to have a Company Material Adverse Effectmaterial effect on the Acquired Companies.

Conflicts; Consents of Third Parties. (a) Except as listed set forth on Section 3.3(aSchedule 7.3(a) of the Seller Disclosure Schedule, and assuming all Governmental Approvals as contemplated by Section 3.3(b) below have been obtained and are effective and all applicable waiting periods have expired or been terminated and all filings and notifications described in Section 3.3(b) have been madehereto, none of the execution and delivery by Seller Purchaser of this Agreement or the other Transaction Agreements to which it is a party or Purchaser Documents, the consummation of the Transaction transactions contemplated hereby or thereby, or compliance by Seller (A) will result in the creation of any Lien on Purchaser with any of the Assets (other than Permitted Liens) provisions hereof or (B) thereof does or will conflict with, violate 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, modification, modification or cancellation under or acceleration result in the creation of any obligation Lien upon any of the properties or loss assets of any benefit under or require any consentPurchaser under, approval or waiver from any Person pursuant to any provision of (i) the Organizational Documents certificate of Seller incorporation and bylaws or one or more comparable organizational documents of its parent company(ies)Purchaser; (ii) any Material Contract Contract, or Permit to which Seller the Purchaser is a party or by which any of its the properties or assets of Purchaser are 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 (iiiiv) any Law or Order that is applicable to SellerLaw, exceptother than, in the case of clauses (ii), (iii) and (iiiiv), as such conflicts, violations, defaults, terminations, modifications, breaches, Liens, or cancellations, that would not have (or would not be reasonably expected to have)not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (ai) Except as listed on Section 3.3(a) of the Seller Disclosure Schedule, and assuming all Governmental Approvals as contemplated by Section 3.3(b) below have been obtained and are effective and all applicable waiting periods have expired or been terminated and all filings and notifications described in Section 3.3(b) have been made, none None of the execution and delivery by Seller each of Buyer Opco and NPC of this Agreement or the other Transaction Agreements to which it is a party or Agreement, the consummation of the Transaction transactions contemplated hereby, or compliance by Seller (A) will result in the creation of any Lien on it with any of the Assets (other than Permitted Liens) or (B) provisions hereof will conflict with, violate result in any violation of or constitute a default (with or without notice or lapse of time, or both) under, give rise to a right of terminationtermination or cancellation under, modificationrequire a consent, cancellation notice or acceleration waiver under, require the payment of any obligation a penalty or increased liabilities or fees or the loss of any a benefit under or require result in the imposition of any consentLien (other than permitted liens) under, approval or waiver from any Person pursuant to any provision of (i) the Organizational Documents of Seller or one or more either of its parent company(ies)them; (ii) any Material Contract or Permit to which Seller either of them is a party or by which any of its their properties or assets are bound; (iii) any Order applicable to either of them or by which any of their properties or assets are bound; or (iiiiv) any Law or Order that is applicable to SellerLaw, except, except in the case of clauses (ii) and through (iii), as iv) that would not have (or would not reasonably be reasonably expected to have)(x) be material to NPC and its Subsidiaries, individually taken as a whole or (y) materially affect the ability of NPC to make in the aggregate, a Company Material Adverse Effectfull any payments pursuant to this Agreement.

Conflicts; Consents of Third Parties. (a) Except as listed set forth on Section 3.3(aSchedule 5.3(a) of (the Seller Disclosure Schedule, and assuming all Governmental Approvals as contemplated by Section 3.3(b) below have been obtained and are effective and all applicable waiting periods have expired or been terminated and all filings and notifications described in Section 3.3(b) have been made“Required Consents”), none of the execution and or delivery by Seller the Sellers or the Principal of this Agreement or any of the other Transaction Agreements to which it is a party or Documents, the consummation of the Transaction by Seller (A) will result in the creation of any Lien on any of the Assets (other than Permitted Liens) transactions contemplated hereby or (B) thereby, or compliance by the Sellers or any Principal with any of the provisions hereof or thereof does or will conflict with, violate 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 result in the loss of any benefit under, or permit the acceleration of any obligation under, or give rise to a right of termination, modificationmodification or cancellation under, cancellation or acceleration result in the creation of any obligation or loss Lien, upon any of any benefit under or require any consentthe Purchased Assets under, approval or waiver from any Person pursuant to any provision of (i) the Organizational Documents articles of organization or operating agreement of each Seller or one or more similar organizational documents of its parent company(iesthe Principal (as applicable); (ii) any Material material Contract or Permit to which Seller the Business, the Sellers or any Principal is a party or by which the Sellers, any Principal or any of its properties the Purchased Assets is bound; (iii) any Order of any Governmental Body applicable to the Business, the Sellers or assets are any Principal or by which the Sellers, any Principal or any of the Purchased Assets is bound; or (iiiiv) any Law or Order that is applicable to Seller, except, in the case of clauses (ii) and (iii), as would not have (or would not be reasonably expected to have), individually or in the aggregate, a Company Material Adverse EffectLaw.

Conflicts; Consents of Third Parties. (a) Except as listed on Section 3.3(a) Assuming the making of the Seller Disclosure Schedule, and assuming all Governmental Approvals as contemplated by Section 3.3(b) below have been obtained and are effective and all applicable waiting periods have expired or been terminated and all filings and notifications described and the receipt of the consents or waiting period terminations or expirations identified in Section 3.3(b) have been made5.3(b), none of the execution execution, delivery and delivery performance by such Seller of this Agreement or the other Transaction Agreements to which it is a party party, or the consummation of the Transaction by Seller (A) will result in such Seller, conflicts with, violates or constitutes a default under, or permit the creation acceleration of any Lien on obligation under, or give rise to a right of termination, modification or cancellation by any of the Assets third party under (other than Permitted Liens) or (B) conflict with, violate or constitute a default (in each case with or without notice or lapse of time, or both), (i) under, give rise to a right of termination, modification, cancellation or acceleration of any obligation or loss of any benefit under or require any consent, approval or waiver from any Person pursuant to any provision of (i) the Organizational Documents of such Seller (if not a natural person) or one or more of its parent company(ies)the issuer of Acquired Securities being sold by such Seller; (ii) any Material Contract or Permit to which such Seller is a party or by which any of its properties or assets are bound; or (iii) any Law or Order that is applicable to such Seller, except, except in the case of clauses (ii) and (iii), as where such conflict, violation or default would not have (or would not reasonably be reasonably expected to have), individually or in the aggregate, a Company Material Adverse Effectmaterial adverse effect on the ability of such Seller to perform its obligations under this Agreement.

Conflicts; Consents of Third Parties. (a) Except as listed on Section 3.3(a) of the Seller Sellers’ Disclosure Schedule, and assuming all Governmental Approvals as contemplated by Section 3.3(b) below have been obtained and are effective and all applicable waiting periods thereto have expired or been terminated and all filings and notifications described in Section 3.3(b) have been made, none of the execution execution, delivery and delivery performance by any Seller of this Agreement or the other Transaction Agreements to which it is a party or the consummation of the Transaction by such Seller will (Ai) will result in the creation of any Lien on upon any of the Assets (other than Permitted Liens) material Purchased Asset, or (Bii) conflict with, violate violate, breach or constitute a default (with or without notice or lapse of time, or both) under, give rise to a right of termination, modification, cancellation or acceleration of any obligation or loss of any benefit under under, or require any consent, approval or waiver from any Person pursuant to any provision of (iA) the Organizational Documents of Seller or one or more of its parent company(ies)any Seller; (iiB) any Material Contract Contract, Material Sign Location Lease or material Permit with respect to the Business to which a Seller is a party or by which any of its properties or assets are bound; or (iiiC) any Law or Order that is applicable to Sellerany Seller with respect to the Business, except, except in the case of clauses (iiB) and (iiiC), as where such conflict, violation, breach or default would not have (or would not be reasonably expected to have)not, individually or in the aggregate, a Company Business Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) Except as listed on Section 3.3(a) Subject to the expiration or termination of the Seller Disclosure Schedule, waiting period under the HSR Act and assuming all Governmental Approvals as contemplated by Section 3.3(b) below have been obtained and are effective and all applicable waiting periods have expired or been terminated and all filings and notifications described in Section 3.3(b) have been madethe FINRA Approval, none of the execution and delivery by such Seller of this Agreement or the other Transaction Agreements to which it is a party or Seller Documents, the consummation of the Transaction transactions contemplated hereby or thereby, or compliance by Seller (A) will result in the creation of any Lien on with any of the Assets (other than Permitted Liens) provisions hereof or (B) thereof will conflict with, violate or constitute a 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, modification, termination or cancellation or acceleration of any obligation or loss of any benefit under or require any consent, approval or waiver from any Person pursuant to any provision of (i) as applicable, the Organizational Documents Articles of Seller Incorporation, Bylaws, Operating Agreement or one or more comparable organizational documents of its parent company(ies); such Seller, (ii) any Material Contract or Permit to which such Seller is a party or by which any of its the properties or assets of such Seller are bound, excluding any Contract also binding the properties or assets of the Company or any Subsidiary; or (iii) any Law Permit to which such Seller is a party or by which any of the properties or assets of such Seller are bound, excluding any Permit also binding the properties or assets of the Company or any Subsidiary; (iv) any Order that is of any Governmental Body applicable to such Seller, except; or (v) any applicable Law; other than, in the case of clauses (ii) and clause (iii)) of the foregoing, as any such conflicts, violations, breaches, conflicts or giving rise to rights that would not have (or would not be reasonably expected to have)not, individually or in the aggregate, reasonably be expected to be materially adverse to the Company and the Subsidiaries (taken as a Company Material Adverse Effectwhole).