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. 5.3.2 Except as set forth on Schedule 5.3.2, 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 Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof.

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. 5.3.2 Except as set forth on Schedule 5.3.2, no (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, the Voting Agreements, the Non-Competition Agreements, the Assignment and Assumption Agreement or and the Purchaser Documents Indemnity Agreement or the compliance by Purchaser with any of the provisions hereof or thereof, except for compliance with (i) the applicable requirements of the HSR Act or (ii) other Antitrust Laws.

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. 5.3.2 Except as set forth on Schedule 5.3.2, no (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 Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof.

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. 5.3.2 8.3.2 Except as set forth on Schedule 5.3.28.3.2, 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 either Purchaser in connection with the execution and delivery of this Agreement or the Purchaser Documents or the compliance by each Purchaser with any of the provisions hereof or thereof.

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. 5.3.2 Except as set forth on Schedule 5.3.2, no consentConsent, waiver, approval, Order, Permit or authorization ofPermit, 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 Purchaser Documents or the compliance by the Purchaser with any of the provisions hereof or thereof.

Conflicts; Consents of Third Parties. 5.3.1 (a) None of the execution and delivery by the Purchaser of this Agreement and 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 (i) conflict with, or result in the breach of, any provision of the articles certificate of incorporation or bylaws by-laws or comparable organizational documents of the Purchaser, ; (ii) conflict with, violate, result in the breach ofof or termination, or constitute a default of, or result in the acceleration of payment or performance 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) subject to receipt of the consents referred to in Section 5.3(b), violate any statute, rule, regulation, order Law 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 prevent or materially delay Purchaser to consummate from consummating the transactions contemplated by this Agreementhereby. 5.3.2 (b) Except (i) for filings under the HSR Act, and (ii) as set forth on Schedule 5.3.25.3(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 Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof.

Conflicts; Consents of Third Parties. 5.3.1 None (a) Neither of the execution and delivery by the Purchaser of this Agreement and of 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 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, 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. 5.3.2 Except as set forth on Schedule 5.3.2, no (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 Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof, except for compliance with the applicable requirements of the HSR Act.

Conflicts; Consents of Third Parties. 5.3.1 None (a) Except as set forth on Schedule 6.3 hereto, none of the execution and delivery by the Purchaser of this Agreement and of the other Purchaser Documents, the consummation by the Purchaser of the transactions contemplated herebyhereby and thereby which will affect the Purchaser's ability to close, 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 or termination of, or constitute a default under under, or give rise to any right of acceleration under, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Purchaser is a party or by which the Purchaser or its properties or assets are is bound or (iii) violate any statute, rule, regulation, order judgment 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. 5.3.2 (b) Except as set forth on Schedule 5.3.26.3, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body not previously obtained is required on the part of the Purchaser in connection with the execution and delivery of this Agreement or the Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof.

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. 5.3.2 Except as set forth on Schedule 5.3.2, no (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 Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof.

Conflicts; Consents of Third Parties. 5.3.1 (a) None of the execution and delivery by the Purchaser it of this Agreement and the other Purchaser DocumentsAgreement, the consummation by it of the transactions contemplated hereby, hereby or the compliance by the Purchaser it with any of the provisions hereof or thereof will (i) conflict with, or result in the breach ofany violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) the articles of incorporation charter or bylaws or comparable other organizational documents of the Purchaserit, (ii) conflict with, violate, result in the breach of, any material contract or constitute a default under any note, bond, mortgage, indenture, license, agreement or other obligation to which the Purchaser it is a party or by which the Purchaser it or its properties or assets are bound, (iii) any Order applicable to it or by which any of its properties or assets are bound or (iiiiv) 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 Agreementapplicable Law. 5.3.2 (b) Except as set forth on Schedule 5.3.2herein or obtained prior to the Effective Time by the parties to the Purchase Agreements, no consent, waiver, approval, Order, Permit Order or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body Government Authority is required on the part of the Purchaser it in connection with the execution and delivery of this Agreement or the Purchaser Documents or Agreement, the compliance by Purchaser it with any of the provisions hereof hereof, or thereofthe consummation of the transactions contemplated hereby, other than such consents, waivers, approvals, Orders or authorizations the failure to obtain which has not had, or would not reasonably be expected to have, a material adverse effect upon its ability 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. 5.3.2 4.3.2 Except as set forth on Schedule 5.3.24.3.2, 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 Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof.

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 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. 5.3.2 Except as set forth on Schedule 5.3.2, no (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, the Voting Agreements, the Non-Competition Agreements, the Assignment and Assumption Agreement or and the Purchaser Documents Indemnity Agreement or the compliance by Purchaser with any of the provisions hereof or thereof, except for compliance with (i) the applicable requirements of the HSR Act or (ii) other Antitrust Laws.

Conflicts; Consents of Third Parties. 5.3.1 None (a) Except as set forth on Schedule 5.3(a) hereto, none of the execution and delivery by the Purchaser of this Agreement and the other Purchaser DocumentsAgreement, 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 ofany violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) the articles certificate of incorporation or bylaws and by-laws or comparable organizational documents 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 any of the Purchaser or its properties or assets of Purchaser are bound or bound; (iii) violate any statute, rule, regulation, order Order applicable to Purchaser or decree of any Governmental Body or authority by which any of the properties or assets of Purchaser is are bound; or (iv) any applicable Law, except, in the case of clauses except with respect to (ii), (iii) and (iii)iv) above, for where any such violationsconflict, breaches violation, default or defaults as termination right would not, individually reasonably be expected to materially delay or in prohibit the aggregate, have a material adverse effect on the ability consummation of the Purchaser to consummate the transactions transaction contemplated by in this Agreement. 5.3.2 Except as set forth on Schedule 5.3.2, no (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 Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereofhereof, except compliance with the applicable requirements of any Competition Laws.

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. 5.3.2 Except as set forth on Schedule 5.3.2, no (b) No consent, waiver, approval, Orderorder, Permit permit or authorization of, or declaration or filing with, or notification to, any Person person or Governmental Body is required on the part of the Purchaser Buyer in connection with the execution and delivery of this Agreement or the Purchaser Buyer Documents or the compliance by Purchaser Buyer with any of the provisions hereof or thereof.

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 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 Order of any Governmental Body or authority by which the Purchaser is bound, except, in the case of clauses clause (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. 5.3.2 Except as set forth on Schedule 5.3.2, 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 the Purchaser in connection with the execution and delivery of this Agreement or the Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof.

Conflicts; Consents of Third Parties. 5.3.1 (a) None of the execution and delivery by the Purchaser Blocker of this Agreement and or the other Purchaser Blocker Documents, the consummation by the Blocker of the transactions contemplated herebyhereby or thereby, or the compliance by the Purchaser Blocker with any of the provisions hereof or thereof will result (with or without notice or lapse of time, or both) in any amendment, suspension, modification, acceleration of rights under, the imposition of any Lien, violation of or default under, or give rise to a right of amendment, suspension, modification, acceleration of rights or obligations, termination, cancellation, or right to impose any Lien under any provision of (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, Blocker; (ii) conflict with, violate, result in the breach of, any material Contract or constitute a default under any note, bond, mortgage, indenture, license, agreement or other obligation material Permit to which the Purchaser Blocker is a party or by which it or any of the Purchaser or its properties or assets are bound or of the Blocker is bound; (iii) violate any statute, rule, regulation, order Order applicable to the Blocker or decree of any Governmental Body or authority by which any of the Purchaser properties or assets of the Blocker is bound, except, in the case of clauses ; or (iiiv) 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 Agreementany applicable Law. 5.3.2 Except as set forth on Schedule 5.3.2, no (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 the Purchaser Blocker in connection with the execution and delivery by the Blocker of this Agreement or the Purchaser Blocker Documents or the consummation by the Blocker of the transactions contemplated hereby or thereby, except (i) for compliance by Purchaser with the applicable requirements of the HSR Act and any other applicable Antitrust Laws and (ii) as may be necessary as a result of any facts or circumstance relating solely to Buyer or any of the provisions hereof or thereofits Affiliates.

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. 5.3.2 Except as set forth on Schedule 5.3.2, no (b) No consent, waiver, approval, Orderorder, Permit 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 Purchaser Documents or the compliance by Purchaser with any of the provisions hereof or thereof.

Conflicts; Consents of Third Parties. 5.3.1 None of (a) Except as set forth on Schedule 3.6, the execution and delivery by the Purchaser Company of this Agreement and the other Purchaser Company Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by the Purchaser Company with any of the provisions hereof or thereof will not (i) conflict with, or result in the breach of, any provision of the articles Certificate of incorporation Incorporation or bylaws or comparable organizational documents By-laws of the Purchaser, Company; (ii) conflict with, violate, result in the breach or termination of, or constitute a default under any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Purchaser Company is a party or by which the Purchaser Company or its properties or assets are bound or bound; (iii) violate any statute, rule, regulation, order or decree of any Governmental Body or authority by which the Purchaser Company is bound, ; or (iv) result in the creation of any Lien upon the properties or assets of the Company except, in the case of clauses (ii), (iii) and (iiiiv), 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. 5.3.2 Material Adverse Effect. Except as set forth on Schedule 5.3.23.6, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Person, including without limitation any Governmental Body Body, is required on the part of the Purchaser Company in connection with the execution execution, delivery and delivery performance of this Agreement or the Purchaser Documents other Company Documents, or the compliance by Purchaser the Company with any of the provisions hereof or thereof.

Conflicts; Consents of Third Parties. 5.3.1 None of (a) Except as set forth on Schedule 5.3 hereto, neither the execution and delivery by the Purchaser URI of this Agreement and the other Purchaser DocumentsPurchase Documents to which URI is a party, the consummation of the transactions contemplated hereby, or nor the compliance by the Purchaser URI 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 PurchaserURI, (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 URI is a party or by which the Purchaser URI or any of 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 URI 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 the Purchaser to consummate the transactions contemplated by this Agreement. 5.3.2 operations, prospects, conditions (financial or otherwise) of URI and its subsidiaries, taken as a whole. Except as set forth on Schedule 5.3.25.3 hereto, and except for any required filings under the HSR Act, 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 URI in connection with the execution and delivery of this Agreement or the other Purchaser Documents to which URI is a party or the compliance by Purchaser URI with any of the provisions hereof or thereof.

Conflicts; Consents of Third Parties. 5.3.1 (a) None of the execution and delivery by the Purchaser Seller of this Agreement and the other Purchaser Company Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by the Purchaser Seller 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 by-laws or comparable organizational documents of the Purchaser, Company; (ii) conflict with, violate, result in the breach or termination of, or constitute a default under any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Purchaser Company is a party or by which the Purchaser any of them or its any of their respective properties or assets are bound or is bound; (iii) violate any statute, rule, regulation, order or decree of any Governmental Body governmental body or authority by which the Purchaser Company is bound, ; or (iv) result in the creation of any Lien upon the properties or assets of the Company except, in the case of clauses (ii), (iii) and (iiiiv), 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 AgreementMaterial Adverse Effect. 5.3.2 Except as set forth on Schedule 5.3.2, no (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 Company in connection with the execution and delivery of this Agreement or the Purchaser Documents Company Documents, or the compliance by Purchaser the Company with any of the provisions hereof or thereof.

Conflicts; Consents of Third Parties. 5.3.1 None Except as set forth on Schedule 5.3.1 hereto, neither of the execution and delivery by the Purchaser of this Agreement and the other Transaction Agreements executed and delivered by the Purchaser Documents, in connection with the consummation of the transactions contemplated hereby, or nor the compliance by the Purchaser with any of the provisions hereof or and thereof will will: (i1) conflict with, or result in the breach of, any provision of the articles of incorporation or bylaws or comparable organizational constituent documents of the Purchaser, (ii2) conflict with, violate, result in the breach of, or constitute a default under any noteContract, bond, mortgage, indenture, license, agreement instrument or Permit or other obligation to which the Purchaser is a party or by which the Purchaser or its properties or assets are bound or (iii3) 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 (ii2) and (iii3), for such violations, breaches or defaults as would not, individually or in the aggregate, not have a material adverse effect on the ability business, properties, results of operations, conditions (financial or otherwise) of the Purchaser to consummate the transactions contemplated by this Agreementand its subsidiaries, taken as a whole. 5.3.2 Except as set forth on in Schedule 5.3.2, 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 Purchaser Documents or the compliance by the Purchaser with of any of the provisions hereof hereof, the consummation of the transactions contemplated hereby or thereofthe taking of any other action contemplated hereby, except for compliance with the applicable requirements of the HSR Act and the rules and regulations promulgated thereunder.