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

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller of this Agreement and the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the memorandum of association, articles of association or comparable organizational documents or statutory books of the Seller or TPC; (ii) conflict with, violate, result in the breach or termination of, or constitute a default under, any Contract to which the Seller or TPC is a party or by which any of them or any of their respective properties or assets is bound, including, without limitation, the Ocensa Agreement; (iii) violate any statute, rule, regulation, order or decree of any Governmental Body by which the Seller or TPC is bound; or (iv) result in the creation of any Lien upon the properties or assets of TPC. (b) Except as set forth in the Ocensa Agreement or as will have been obtained on or prior to the Closing Date, no other consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person is required on the part of the Seller or TPC in connection with the execution and delivery of this Agreement or the Seller Documents, or the compliance by the Seller or TPC, as the case may be, with any of the provisions hereof or thereof.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the each Seller of this Agreement and the or Seller DocumentsDocument, the consummation of the transactions contemplated hereby or thereby, or compliance by the such Seller 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 the memorandum of association, articles of association or comparable organizational documents or statutory books of the Seller or TPC; (iii) conflict with, violate, result in the breach or termination ofany Contract, or constitute a default under, any Contract Permit to which the such Seller or TPC is a party or by which any of them or any of their respective properties or assets is bound, including, without limitation, the Ocensa Agreement; (iii) violate any statute, rule, regulation, order or decree of any Governmental Body by which the Seller or TPC is bound; or (iv) result in the creation of any Lien upon the properties or assets of TPCsuch Seller are bound; (ii) any Order of any Governmental Body applicable to such Seller or by which any of the properties or assets of such Sellers are bound; or (iii) any applicable Law, except in each case where such Contracts, 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 such Seller. (b) Except as set forth in the Ocensa Agreement or as will have been obtained on or prior to the Closing Date, no other 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 each Seller or TPC in connection with the execution and delivery of this Agreement or Agreement, the Seller Documents, or the compliance by the such Seller or TPC, as the case may be, with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby, except for consents set forth in Schedule 3.3(b).

Conflicts; Consents of Third Parties. (a) None Subject to the expiration or termination of the waiting period under the HSR Act, none of the execution and delivery by the such Seller of this Agreement and or the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) conflict with, or result in 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) as applicable, the memorandum Articles of associationIncorporation, articles of association Bylaws, Operating Agreement or comparable organizational documents or statutory books of the Seller or TPC; such Seller, (ii) conflict with, violate, result in the breach or termination ofany Contract, or constitute a default under, any Contract Permit to which the such Seller or TPC is a party or by which any of them or any of their respective the properties or assets is of Seller are bound, including, without limitation, the Ocensa Agreement; (iii) violate any statute, rule, regulation, order or decree Order of any Governmental Body applicable to such Seller or by which any of the properties or assets of such Seller or TPC is are bound; or (iv) result in the creation of any Lien upon the properties or assets of TPCapplicable Law. (b) Except as set forth in on Schedule 3.2(b), any filings as may be required under the Ocensa Agreement or as will have been obtained on or prior to the Closing DateHSR Act, no other 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 such Seller or TPC in connection with the execution and delivery of this Agreement or Agreement, the Seller Documents, or the compliance by the such Seller or TPC, as the case may be, with any of the provisions hereof hereof, or thereofthe consummation of the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller Transferee of this Agreement and or the Seller Transferee Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by the Seller Transferee 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 memorandum certificate of association, articles incorporation and by-laws of association or comparable organizational documents or statutory books of the Seller or TPCTransferee; (ii) conflict with, violate, result in the breach or termination of, or constitute a default under, any Contract or Permit to which the Seller or TPC Transferee is a party or by which any of them Transferee or any of their respective its properties or assets is are bound, including, without limitation, the Ocensa Agreement; (iii) violate any statute, rule, regulation, order or decree Order of any Governmental Body applicable to Transferee or by which any of the Seller properties or TPC is assets of Transferee are bound; or (iv) result in the creation of any Lien upon the properties or assets of TPCapplicable Law. (b) Except as set forth in the Ocensa Agreement or as will have been obtained on or prior to the Closing Date, no other 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 Seller or TPC Transferee in connection with the execution and delivery of this Agreement or the Seller Transferee Documents, or the compliance by the Seller or TPC, as the case may be, Transferee with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or the taking by Transferee of any other action contemplated hereby.

Conflicts; Consents of Third Parties. (a) None of the execution The execution, delivery and delivery performance by the Seller of this Agreement and or the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof thereof, will (i) not conflict with, or result in the breach ofany violation of or default (with or without notice or lapse of time, or both) under, any provision of (i) the memorandum certificate of association, articles formation or operating agreement of association or comparable organizational documents or statutory books of the Seller or TPCSeller; (ii) conflict with, violate, result in the breach or termination of, or constitute a default under, any Contract or Permit to which the Seller or TPC is a party or by which any of them or any of their respective the properties or assets is of Seller are bound, including, without limitation, the Ocensa Agreement; (iii) violate any statute, rule, regulation, order or decree Order of any Governmental Body applicable to Seller or by which any of the properties or assets of Seller or TPC is are bound; or (iv) result in the creation of any Lien upon the properties or assets of TPCLaw applicable to Seller. (b) Except as set forth in the Ocensa Agreement No Consent, Order or as will have been obtained on or prior to the Closing Date, no other consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person Governmental Body is required on the part of the Seller or TPC in connection with the execution execution, delivery and delivery performance of this Agreement or the Seller Documents, Documents or the compliance by the Seller or TPC, as the case may be, with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby, except for (i) compliance with the applicable requirements of the HSR Act, and (ii) such Consents, Orders or Permits that, if not obtained, would not reasonably be expected to have a Material Adverse Effect on Seller’s ability to consummate the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by Seller and the Seller Officers of this Agreement and or the Seller DocumentsAncillary Agreements, the consummation of the transactions contemplated hereby or thereby, or compliance by Seller or the Seller Officers with any of the provisions hereof or thereof will result in any violation of or default (i) conflict withwith or without notice or lapse of time, or result in the breach of, any provision of the memorandum of association, articles of association or comparable organizational documents or statutory books of the Seller or TPC; (iiboth) conflict with, violate, result in the breach or termination ofunder, or constitute give rise to a default underright of acceleration, any Contract to which the Seller termination or TPC is a party or by which any of them or any of their respective properties or assets is bound, including, without limitation, the Ocensa Agreement; (iii) violate any statute, rule, regulation, order or decree cancellation of any Governmental Body by which the Seller obligation, modification of any right, or TPC is bound; or (iv) result in the creation of any Lien upon the properties Assets, or assets loss of TPCany benefit under any provision of (i) the certificate of formation, operating agreement or any comparable organizational document of Seller; (ii) any material Contract or Permit to which Seller or the Officers is a party or by which the Assets are bound; (iii) any Order applicable to Seller or the Officers or by which the Assets are bound; or (iv) any applicable Law. (b) Except as set forth in Other than formalizing the Ocensa Agreement or as will have been obtained on or prior assignment of certain patents by the Officers to the Closing DateSeller and obtaining approval of the shareholders of the Seller for the transaction contemplated by this Agreement, no other consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person (under any Contract or otherwise) or Governmental Body is required on the part of the Seller or TPC the Officers in connection with the execution and delivery of this Agreement or the Seller Documents, Ancillary Agreements or the compliance by the Seller or TPC, as the case may be, with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby (the “Required Consents”).

Conflicts; Consents of Third Parties. (a) None of the execution and or delivery by the any Seller of this Agreement and or any of the other Seller Documents, the consummation of any of the transactions contemplated hereby or thereby, or compliance by the any Seller with any of the provisions hereof or thereof does or will (i) conflict with, or result in the breach of, any provision of the memorandum of association, articles of association or comparable organizational documents or statutory books of the Seller or TPC; (ii) conflict with, violate, result in the breach or termination 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, modification or cancellation under, or result in the creation of any Lien, other than Permitted Exceptions, upon any of the Purchased Assets under, any provision of (i) the certificate or articles of incorporation, organization or formation, bylaws, limited liability company operating agreement or comparable organizational or governing documents of any Seller, each as currently in effect; (ii) any Contract or Permit to which the Business or any Seller or TPC is a party or by which any of them Seller or any of their respective properties or assets the Purchased Assets is bound, including, without limitation, the Ocensa Agreement; (iii) violate any statute, rule, regulation, order or decree Order of any Governmental Body applicable to the Business or any Seller or by which the any Seller or TPC any of the Purchased Assets is bound; or (iv) result in the creation of any Lien upon the properties or assets of TPCapplicable Law. (b) Except as set forth in the Ocensa Agreement or as will have been obtained on or prior to the Closing Date, no other 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 the any Seller or TPC in connection with the execution and execution, delivery or performance of this Agreement or any of the other Seller Documents, or the compliance by the any Seller or TPC, as the case may be, with any of the provisions hereof or thereof, or the consummation of any of the transactions contemplated hereby or thereby.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller of this Agreement and or the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof 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, cancellation or acceleration of obligations under, any provision of, or result in the creation of any Lien on any property or asset of the memorandum of associationSeller, articles of association or comparable organizational documents or statutory books pursuant to (i) the Organizational Documents of the Seller or TPCSeller; (ii) conflict with, violate, result in the breach or termination ofany material Contract, or constitute a default under, any Contract material Permit to which the Seller or TPC is a party or by which any of them or any of their respective the properties or assets is of the Seller are bound, including, without limitation, the Ocensa Agreement; (iii) violate any statute, rule, regulation, order or decree of any Governmental Body by which Order applicable to the Seller or TPC is by which any of the properties or assets of the Seller are bound; or (iv) result in the creation of any Lien upon the properties or assets of TPC.applicable Law. 37 ACTIVE 218042945 (b) Except as set forth in the Ocensa Agreement or as will have been obtained on or prior to the Closing Date, no other No material consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Entity is required on the part of the Seller or TPC in connection with the execution and delivery of this Agreement or the Seller Documents, or the compliance by the Seller or TPC, as the case may be, with any of the provisions hereof or thereof, the consummation of the Transactions, except for compliance with the applicable requirements of the HSR Act or Other Antitrust Law, if any.

Conflicts; Consents of Third Parties. (a) None of the The execution and delivery by the Seller of this Agreement or Seller Documents do not, and the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will not, result in any violation of or default (i) conflict withwith or without notice or lapse of time, or result in the breach ofboth) under, or give rise to a right of termination or cancellation under, any provision of (i) the memorandum certificate of association, articles of association incorporation and by-laws or comparable organizational documents of Seller; or statutory books of the Seller or TPC; (ii) conflict with, violate, result in the breach or termination of, or constitute a default under, any Contract to which the Seller or TPC is a party or by which any of them applicable Law or any of their respective properties or assets is bound, including, without limitation, the Ocensa Agreement; (iii) violate any statute, rule, regulation, order or decree Order of any Governmental Body applicable to Seller or by which the Seller Units are bound, other than, in the case of clause (ii), such violations, defaults, terminations or TPC is bound; or (iv) cancellations, that could not reasonably be expected to result in the creation of any Lien upon the properties or assets of TPCSeller being unable to perform its obligations hereunder on a timely basis. (b) Except as set forth in the Ocensa Agreement or as will have been obtained on or prior to the Closing Date, no other No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body or other Person is required on the part of the Seller or TPC in connection with the execution and delivery of this Agreement or the Seller Documents, Documents or the compliance by the Seller or TPC, as the case may be, with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller Purchaser of this Agreement and or the Seller Transaction Documents, the consummation of the transactions contemplated hereby or therebyTransactions, or the compliance by the Seller Purchaser with any of the provisions hereof or thereof will (i) materially conflict with, or result in the breach ofany material violation of or material default (with or without notice or lapse of time, or both) under, or give rise to a right of payment, termination, modification, acceleration or cancellation under any provision of (i) the memorandum organizational or governance documents of association, articles of association or comparable organizational documents or statutory books of the Seller or TPCPurchaser; (ii) conflict with, violate, result in the breach or termination of, or constitute a default under, any Contract or Permit to which the Seller or TPC Purchaser is a party or by which any of them Purchaser or any of their respective its properties or assets is are bound, including, without limitation, the Ocensa Agreement; (iii) violate any statute, rule, regulation, order or decree of any Governmental Body applicable to Purchaser or by which any of the Seller properties or TPC is assets of Purchaser are bound; or (iv) result in the creation of any Lien upon the properties or assets of TPC. (b) Except as set forth in the Ocensa Agreement or as will have been obtained on or prior to the Closing Date, no other applicable Law. No consent, waiver, approval, Orderorder, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the Seller or TPC Purchaser in connection with the execution and delivery of this Agreement or the Seller Transaction Documents, or the compliance by the Seller or TPC, as the case may be, Purchaser with any of the provisions hereof or thereof, the consummation of the Transactions or the taking by Purchaser of any other action contemplated hereby or thereby.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 5.3 hereto, none of the execution and delivery by the Seller Buyer of this Agreement and of the Seller Buyer Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by the Seller Buyer with any of the provisions hereof or thereof will (i) conflict with, or result in the breach ofviolation 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 memorandum of association, articles of association or comparable organizational documents or statutory books of the Seller or TPCsuch Buyer; (ii) conflict with, violate, result in the breach or termination of, or constitute a default under, any Contract or Permit to which the Seller or TPC Buyer is a party or by which any of them or any of their respective the properties or assets of Buyer is bound, including, without limitation, the Ocensa Agreement; (iii) violate any statute, rule, regulation, order or decree Order of any Governmental Body applicable to Buyer or by which any of the Seller properties or TPC assets of Buyer is bound; or (iv) result any applicable Law, except in each case where such organizational documents, Contracts, Permits, Orders or Laws are adopted or otherwise take effect after the creation of Closing or where such violation or default arises from actions or omissions by any Lien upon the properties or assets of TPCPerson other than Buyer. (b) Except as set forth in the Ocensa Agreement or as will have been obtained on or prior to the Closing Date, no other 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 Seller or TPC Buyer in connection with the execution and delivery of this Agreement or the Seller Documents, Buyer Documents or the compliance by the Seller or TPC, as the case may be, Buyer with any of the provisions hereof or thereof, except for the consents, approvals, permits, licenses expressly set forth in this Agreement.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 5.3(a), none of the execution and delivery by the Seller of this Agreement and the Seller DocumentsAgreement, the consummation of the transactions contemplated hereby or therebyhereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or accelerate the breach performance provided by the terms of, or give rise to a right of termination or cancellation under, any provision of (i) the memorandum certificate of association, articles of association incorporation and bylaws or comparable organizational or governing documents or statutory books of the Seller or TPCSeller; (ii) conflict with, violate, result in the breach any Material Contract or termination of, or constitute a default under, any Contract Permit to which the Seller or TPC is a party or by which any of them or any of their respective the properties or assets is of Seller are bound, including, without limitation, the Ocensa Agreement; (iii) violate any statute, rule, regulation, order or decree Order of any Governmental Body applicable to Seller or by which any of the properties or assets of Seller or TPC is are bound; or (iv) result any applicable Law, other than, in the creation case of any Lien upon clauses, (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not be material to the properties or assets of TPCCompany. (b) Except as set forth in the Ocensa Agreement or as will have been obtained on or prior to the Closing DateSchedule 5.3(b), no other 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 Seller or TPC in connection with the execution and delivery of this Agreement or the Seller DocumentsAgreement, or the compliance by the Seller or TPC, as the case may be, with any of the provisions hereof hereof, or thereofthe consummation of the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller Sellers’ Representative of this Agreement and or the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by any Seller or the Seller Sellers’ Representative 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) as applicable, the memorandum Articles of associationIncorporation, articles of association Bylaws, Operating Agreement or comparable organizational documents or statutory books of the Seller or TPC; any Seller, (ii) conflict with, violate, result in the breach or termination ofany Material Contract, or constitute a default under, any Contract Permit to which the any Seller or TPC is a party or by which any of them or any of their respective the properties or assets is of Seller are bound, including, without limitation, the Ocensa Agreement; (iii) violate any statute, rule, regulation, order or decree Order of any Governmental Body applicable to any Seller or by which any of the Seller properties or TPC is assets of any Sellers are bound; or (iv) result in the creation of any Lien upon the properties or assets of TPCapplicable Law. (b) Except as set forth in the Ocensa Agreement or as will have been obtained on or prior to the Closing DateSchedule 3.3(b), no other consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person Governmental Body or, with respect to any Material Contract, is required on the part of the any Seller or TPC in connection with the execution and delivery of this Agreement or Agreement, the Seller Documents, or the compliance by the any Seller or TPC, as the case may be, with any of the provisions hereof hereof, or thereofthe consummation of the transactions contemplated hereby.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller Sellers of this Agreement and or any of the Seller other Transaction Documents, the consummation of the transactions contemplated hereby or therebyTransactions, or compliance by the Seller Sellers with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the memorandum of association, articles of association or comparable organizational documents or statutory books of the Seller or TPC; (ii) conflict with, violate, result in the breach or termination of, or constitute a default under, any Contract to which the Seller or TPC is a party or by which any of them or any of their respective properties or assets is bound, including, without limitation, the Ocensa Agreement; (iii) violate any statute, rule, regulation, order or decree of any Governmental Body by which the Seller or TPC is bound; or (iv) result in the creation of any Lien upon the Purchased Assets, or materially conflict with, or result in any material violation of or material default (with or without notice or lapse of time, or both) under, or give rise to a right of payment, termination, modification, acceleration or cancellation under any provision of (i) the organizational or governance documents of either Seller; (ii) any order of any Governmental Body applicable to either Seller or any of the properties or assets of TPC. the Sellers as of the date hereof; (biii) Except as set forth in any Contract or Permit to which either Seller is a party or by which any of the Ocensa Agreement properties or as will have been obtained on assets of either Seller are bound; or prior to the Closing Date, no other (iv) any applicable Law. No material consent, waiver, approval, Orderorder, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the Seller or TPC Sellers in connection with the execution and delivery of this Agreement or the Seller other Transaction Documents, or the compliance by the Seller or TPC, as the case may be, Sellers with any of the provisions hereof or thereof, the consummation of the Transactions or the taking by the Sellers of any other action contemplated pursuant to the Transaction Documents.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the such Seller of this Agreement and or the Seller DocumentsDocuments applicable to such Seller, the consummation of the transactions contemplated hereby or thereby, or compliance by the such Seller 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 the memorandum of association, articles of association or comparable organizational documents or statutory books of the Seller or TPC; of: (iii) conflict with, violate, result in the breach or termination of, or constitute a default under, any Contract or Permit to which the such Seller or TPC is a party or by which any of them or any of their respective properties or assets the Purchased Shares owned by Seller is bound, including, without limitation, the Ocensa Agreement; (iiiii) violate any statute, rule, regulation, order or decree Order of any Governmental Body applicable to such Seller or by which the Seller or TPC is bound; or (iv) result in the creation any of any Lien upon the properties or assets of TPCsuch Seller are bound; or (iii) any applicable Law. (b) Except as set forth in the Ocensa Agreement or as will have been obtained on or prior to the Closing Date, no other 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 such Seller or TPC in connection with the execution and delivery of this Agreement or Agreement, the Seller DocumentsDocuments applicable to such Seller, or the compliance by the such Seller or TPC, as the case may be, with any of the provisions hereof hereof, or thereofthe consummation of the transactions contemplated hereby, except for such consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, have a material adverse effect on the ability of such Seller to consummate the transactions contemplated by this Agreement.

Conflicts; Consents of Third Parties. (a) None of Neither the execution and delivery by the Seller or any Shareholder of this Agreement and any of the Seller Purchase Documents, the consummation by Seller or any Shareholder of the transactions contemplated hereby or and thereby, or nor compliance by the Seller or any Shareholder with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of, any provision of the memorandum of association, articles of association or comparable organizational documents or statutory books of the Seller or TPC; (ii) conflict with, violate, result in the breach or termination of, or constitute a default under, or give rise to any right of acceleration under, any Contract to which the Seller or TPC any Shareholder is a party or by which Seller or any of them Shareholder or any of their respective properties or assets is bound, including, without limitation, the Ocensa Agreement; (iiiii) violate any statute, rule, regulation, order Law or decree Order of any Governmental Body by which the Seller or TPC is bound; or (iviii) result in the creation of any Lien upon the properties or assets of TPCSeller. (b) Except as set forth in the Ocensa Agreement or as will have been obtained on or prior to the Closing Date, no other consent, No waiver, approval, Order, Permit Order or authorization ofPermit, or declaration or filing with, with or notification to, any Person or Governmental Body is required on the part of the Seller or TPC in connection with the execution and delivery of this Agreement or the Seller Purchase Documents, or the compliance by the Seller or TPC, as the case may be, any Shareholder with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the such Seller of this Agreement and or the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the such Seller 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 memorandum certificate of association, articles of association incorporation and by-laws or comparable organizational documents or statutory books of the Seller or TPCsuch Seller; (ii) conflict with, violate, result in the breach any material Contract or termination of, or constitute a default under, any Contract Permit to which the any Seller or TPC is a party or by which any of them or any of their respective properties or assets is bound, including, without limitation, the Ocensa Agreement; (iii) violate any statute, rule, regulation, order or decree of any Governmental Body by which the Seller or TPC is bound; or (iv) result in the creation of any Lien upon the properties or assets of TPCsuch Seller are bound; (iii) any Order of any Governmental Authority applicable to such Seller or by which any of the properties or assets of such Seller are bound; (iv) any community property Laws, or (v) to the Knowledge of Seller, any applicable Law. (b) Except as set forth in the Ocensa Agreement or as will have been obtained on or prior to the Closing Date, no other No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Authority is required on the part of the such Seller or TPC in connection with the execution and delivery of this Agreement or Agreement, the Seller Documents, or the compliance by the such Seller or TPC, as the case may be, with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby and thereby, except for compliance with the applicable requirements of the HSR Act.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the general partner of the Seller of this Agreement and or the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) conflict with, or result in 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) certificate of limited partnership or the memorandum of association, articles of association or comparable organizational documents or statutory books limited partnership agreement of the Seller or TPCSeller; (ii) conflict with, violate, result in the breach or termination ofany Contract, or constitute a default under, any Contract Permit to which the Seller or TPC is a party or by which any of them or any of their respective the properties or assets is of the Seller are bound, including, without limitation, the Ocensa Agreement; (iii) violate any statute, rule, regulation, order or decree of any Governmental Body by which Order applicable to the Seller or TPC is by which any of the properties or assets of the Seller are bound; or (iv) result in the creation of any Lien upon the properties or assets of TPCapplicable Law. (b) Except as set forth in the Ocensa Agreement or as will have been obtained on or prior to the Closing DateSchedule 6.3(b), no other 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 Seller or TPC in connection with the execution and delivery of this Agreement or the Seller Documents, or the compliance by the Seller or TPC, as the case may be, with any of the provisions hereof or thereof, the consummation of the transactions contemplated hereby or thereby, except for such consents the failure of which would not have a material adverse effect on the Seller's ability to consummate the transactions contemplated hereby or thereby.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 4.3 none of the execution and delivery by the Seller of this Agreement and or the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by the Seller with any of the provisions hereof or thereof will (i) conflict with, or result in the any material violation or breach of, any provision or default (with or without notice or lapse of the memorandum of association, articles of association or comparable organizational documents or statutory books of the Seller or TPC; (ii) conflict with, violate, result in the breach or termination oftime, or constitute a default both) under, any Contract or give rise to which the Seller a right of termination, cancellation or TPC is a party or by which any of them or any of their respective properties or assets is bound, including, without limitation, the Ocensa Agreement; (iii) violate any statute, rule, regulation, order or decree acceleration of any Governmental Body by which obligation or the loss of a material benefit under, or give rise to any obligation of Seller to make any payment under, or TPC is bound; to the increased, additional, accelerated or (iv) guaranteed rights or entitlements of any Person under, or result in the creation of any Lien Liens upon any of the properties Purchased Assets under any provision of the certificate of incorporation and bylaws and constitution (as relevant) of Seller as in effect on the date hereof; or assets of TPC(ii) any applicable Law. (b) Except as set forth in for the Ocensa Agreement or as will have been obtained on or prior to the Closing DateLender Consent, no other consent, waiver, approval, Order, Permit or authorization of, or declaration of or filing with, or notification to, any Person Governmental Body is required on the part of the Seller or TPC in connection with (i) the execution and delivery of this Agreement or the Seller Documents, or the compliance by the Seller or TPC, as the case may be, with any of the provisions hereof and thereof, the consummation of the transactions contemplated by this Agreement or thereof.the Seller Documents or the taking by Seller of any other action contemplated by this Agreement or the Seller Document, or

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 5.3(a) (the “Required Consents”), none of the execution and or delivery by the Seller Sellers or the Principals of this Agreement and or any of the Seller other Transaction Documents, the consummation of any of the transactions contemplated hereby or thereby, or compliance by the Seller Sellers or any Principal with any of the provisions hereof or thereof does or will (i) conflict with, or result in the breach of, any provision of the memorandum of association, articles of association or comparable organizational documents or statutory books of the Seller or TPC; (ii) conflict with, violate, result in the breach or termination 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, modification or cancellation under, or result in the creation of any Lien, upon any of the Purchased Assets under, any provision of (i) the articles of organization or operating agreement of each Seller); (ii) any Contract or Permit to which the Seller Business, the Sellers or TPC any Principal is a party or by which the Sellers, any of them Principal or any of their respective properties or assets the Purchased Assets is bound, including, without limitation, the Ocensa Agreement; (iii) violate any statute, rule, regulation, order or decree Order of any Governmental Body applicable to the Business, the Sellers or any Principal or by which the Seller Sellers, any Principal or TPC any of the Purchased Assets is bound; or (iv) result in the creation of any Lien upon the properties or assets of TPCapplicable Law. (b) Except as set forth in the Ocensa Agreement or as will have been obtained on or prior to the Closing Date, no other 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 the Seller Sellers or TPC any Principal in connection with the execution and execution, delivery or performance of this Agreement or any of the Seller other Transaction Documents, or the compliance by the Seller or TPC, as Sellers and the case may be, Principals with any of the provisions hereof or thereof, or the consummation of any of the transactions contemplated hereby or thereby.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Seller of this Agreement and or the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) conflict with, or result in 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 the memorandum of association, articles of association or comparable organizational documents or statutory books of the Seller or TPC; (iii) conflict with, violate, result in the breach or termination of, or constitute a default under, any Contract or Permit to which the Seller or TPC is a party or by which any of them or any of their respective properties or assets is bound, including, without limitation, the Ocensa Agreement; (iii) violate any statute, rule, regulation, order or decree of any Governmental Body by which the Seller or TPC is bound; or (iv) result in the creation of any Lien upon the properties or assets of TPCSeller are bound, (ii) any Order of any Governmental Authority applicable to Seller or by which any of the properties or assets of Seller are bound, or (iii) any applicable Law. (b) Except as set forth in the Ocensa Agreement or as will have been obtained on or prior to the Closing DateSchedule 2.02(b), no other consent, waiver, approval, Order, Permit or authorization of, or registration, declaration or filing with, or notification to, any Person (including any Governmental Authority) is required on the part of the Seller or TPC in connection with the execution and delivery of this Agreement or Agreement, the Seller Documents, or the compliance by the Seller or TPC, as the case may be, with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the such Seller of this Agreement and or the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the such Seller 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 memorandum of association, articles of association or comparable organizational documents or statutory books of the Seller or TPCsuch Seller; (ii) conflict with, violate, result in the breach or termination ofany Contract, or constitute a default under, any Contract Permit to which the any Seller or TPC is a party or by which any of them or any of their respective the properties or assets of such Seller is bound, including, without limitation, the Ocensa Agreement; (iii) violate any statute, rule, regulation, order or decree Order of any Governmental Body applicable to such Seller or by which any of the properties or assets of such Seller or TPC is are bound; or (iv) result any applicable Law, except in each case where such organizational documents, Contracts, Orders or Laws are adopted or otherwise take effect after the creation of Closing or where such violation or default arises from actions or omissions by any Lien upon the properties or assets of TPCPerson other than such Seller. (b) Except as set forth in the Ocensa Agreement or as will have been obtained on or prior to the Closing Date, no other No material 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 such Seller or TPC in connection with the execution and delivery of this Agreement or Agreement, the Seller Documents, or the compliance by the such Seller or TPC, as the case may be, with any of the provisions hereof hereof, or thereofthe consummation of the transactions contemplated hereby, except for the consents, approvals, permits, licenses expressly set forth in this Schedule 3.3.