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 Company of this Agreement, the Assignment and Assumption Agreement, the Indemnity Agreement and the consummation of the transactions contemplated hereby and thereby, or compliance by the Company with any of the provisions hereof or thereof will conflict with, or result in any violation of or default by the Company, the Purchased Companies or any of their Subsidiaries (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of any material benefit under, or give rise to any obligation of the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries under any provision of (i) the articles of association and comparable organizational documents of the Company, the Purchased Companies or any of their Subsidiaries (assuming the Company Shareholder Approval is obtained); (ii) any Material Contract, or material Permit to which the Company, any of the Purchased Companies or any of their Subsidiaries is a party or by which any of the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries are bound; (iii) any Order of any court, Governmental Body or arbitrator applicable to the Company, the Purchased Companies or any of their Subsidiaries; or any of the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries as of the date hereof; and (iv) any applicable Law (other than Antitrust Laws).

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by any Seller, the Company or the Subsidiaries of this AgreementAgreement or the Seller Documents (as applicable), the Assignment and Assumption Agreement, the Indemnity Agreement and the consummation of the transactions contemplated hereby and or thereby, or compliance by any Seller, the Company or the Subsidiaries with any of the provisions hereof or thereof will conflict with, or result in any violation of or default by the Company, the Purchased Companies or any of their Subsidiaries (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any a material benefit under, or give rise to any obligation of any Seller, the Company or the Subsidiaries to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of the Companyany Seller, the Purchased Companies Company or any of their the Subsidiaries under under, any provision of (i) the articles of association association, certificate of incorporation and by-laws or comparable organizational documents of the Companyany Seller, the Purchased Companies Company or any of their Subsidiaries (assuming the Company Shareholder Approval is obtained)Subsidiaries; (ii) any Material Contract, or material Permit to which any Seller, the Company, Company or any of the Purchased Companies or any of their Subsidiaries is a party or by which any of the properties or assets of the Companyany Seller, the Purchased Companies Company or any of their the Subsidiaries are bound; (iii) any Order of any court, Governmental Body or arbitrator applicable to the Companyany Seller, the Purchased Companies Company or any of their Subsidiaries; the Subsidiaries or any of the properties or assets of the Companyany Seller, the Purchased Companies Company or any of their Subsidiaries as of the date hereofSubsidiaries; and or (iv) any applicable Law (other than Antitrust Laws)Law.

Conflicts; Consents of Third Parties. (a) None Except as set forth in Schedule 5.3(a), and assuming that all consents, waivers, approvals and authorizations, declarations, filings, and notifications contemplated in Section 5.3(b) have been obtained or made, none of the execution and delivery by the Company of this AgreementAgreement or the Company Documents, the Assignment and Assumption Agreement, consummation by the Indemnity Agreement and the consummation Company of the transactions contemplated hereby and or thereby, or compliance by the Company with any of the provisions hereof or thereof will conflict with, or result in (A) any violation of or default by the Company, the Purchased Companies or any of their Subsidiaries (with or without notice or lapse of time, or both) under, or give rise to a right of termination, termination or cancellation or acceleration of any obligation or to loss of any material benefit under, or give rise to any obligation of the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries under any provision of (i) the articles certificate of association and incorporation or by-laws or comparable organizational documents of the Company, the Purchased Companies or any of their Subsidiaries (assuming the Company Shareholder Approval is obtained); (ii) any Lease, Material Contract, Contract or material Permit to which the Company, any of the Purchased Companies Company or any of their its Subsidiaries is a party or by which any of the properties or assets of the Company, the Purchased Companies Company or any of their its Subsidiaries are bound; (iii) any Order of any court, Governmental Body or arbitrator applicable to the Company, the Purchased Companies Company or any of their Subsidiaries; its Subsidiaries or by which any of the properties or assets of the Company, the Purchased Companies Company or any of their its Subsidiaries as of the date hereofare bound; and or (iv) any applicable Law Law; or (B) except for Permitted Exceptions, as expressly contemplated herein or with respect to Liens granted to any lender at the Closing in connection with any financing by Parent of the transactions contemplated hereby, the creation or imposition of any Lien on any of the assets or properties of the Company or the Subsidiaries, other than Antitrust Lawsthan, in the case of clauses (A)(ii), (A)(iii), (A)(iv) and (B) above, such violations, defaults, rights of termination or cancellation or Liens that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 5.3(a), none of the execution and delivery by the Company of this AgreementAgreement or the Company Documents, the Assignment and Assumption Agreement, the Indemnity Agreement and the consummation of the transactions contemplated hereby and or thereby, or compliance by the Company with any of the provisions hereof or thereof thereof, will (i) conflict with, with or violate the certificate of incorporation and by-laws or comparable organizational documents of the Company or any Subsidiary; (ii) result in any violation of or default by the Company, the Purchased Companies or any of their Subsidiaries (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 obligation or to loss of any material benefit under, or give rise to any obligation of the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person underprovision of, or result in the creation of any Liens upon Lien on any property or asset of the properties Company or assets any Subsidiary, or the loss of any material right of the Company, the Purchased Companies Company or any of their Subsidiaries under Subsidiary pursuant to any provision of (i) the articles of association and comparable organizational documents of the Company, the Purchased Companies or any of their Subsidiaries (assuming the Company Shareholder Approval is obtained); (ii) any Material material Contract, or material Permit to which the Company, any of the Purchased Companies Company or any of their Subsidiaries Subsidiary is a party or by which any of the properties or assets of the Company, the Purchased Companies Company or any of their Subsidiaries Subsidiary are bound; (iii) conflict with or violate, in any material respect, any Order of any court, Governmental Body or arbitrator applicable to the Company, the Purchased Companies Company or any of their Subsidiaries; Subsidiary or by which any of the properties or assets of the Company, the Purchased Companies Company or any of their Subsidiaries as of the date hereofSubsidiary are bound; and or (iv) conflict with or violate, in any material respect, any applicable Law Law. (b) Except as set forth on Schedule 5.3(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 Company or any Subsidiary in connection with the execution and delivery of this Agreement or the Company Documents or the compliance by the Company 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 or other Antitrust Law, if any, or (ii) such consents, waivers, approvals, Orders, Permits or authorizations from a Person other than Antitrust Laws).a Governmental Body the failure of which to obtain would not be material to the Company and the Subsidiaries, taken as a whole. 5.4

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Company VeriSign Parties of this AgreementAgreement or the other VeriSign Documents, the Assignment and Assumption Agreement, the Indemnity Agreement and the consummation of the transactions contemplated hereby and therebyPurchase Transactions, or compliance by the Company VeriSign Parties with any of the provisions hereof or thereof thereof, conflicts with or will conflict with, or result in any violation of or constitute a breach of or a default by the Company, the Purchased Companies or any of their Subsidiaries (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 or acceleration of any obligation or to loss of any material benefit under, or give rise to any obligation of the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, under or result in the creation of any Liens Lien upon any of the properties or assets of the Company, the Purchased Companies any VeriSign Party or any of their respective Subsidiaries under under, any provision of (i) the articles certificate of association and incorporation or bylaws, or other comparable organizational documents documents, of the Company, the Purchased Companies any VeriSign Party or any of their Subsidiaries (assuming the Company Shareholder Approval is obtained)respective Subsidiaries; (ii) any Material Contract, Contract or material Permit to which the Company, any of the Purchased Companies VeriSign Party or any of their respective Subsidiaries is a party or by which any of the properties or assets of the Company, the Purchased Companies any VeriSign Party or any of their respective Subsidiaries are bound; (iii) any Order of any court, Governmental Body or arbitrator Authority applicable to the Company, the Purchased Companies any VeriSign Party or any of their Subsidiaries; respective Subsidiaries or by which any of the properties or assets of the Company, the Purchased Companies any VeriSign Party or any of their respective Subsidiaries as of the date hereofare bound; and or (iv) any applicable Law Law, except in the case of clauses (other than Antitrust Lawsii), (iii) and (iv), where such conflict, violation or default would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of the VeriSign Parties to consummate the Purchase Transactions.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 5.3(a) of the Disclosure Schedule, none of the execution and delivery by the Company Sellers of this AgreementAgreement and of the Seller Documents, the Assignment and Assumption Agreement, the Indemnity Agreement and the consummation by Sellers of the transactions contemplated hereby and or thereby, or the compliance by the Company Sellers with any of the provisions hereof or thereof will (i) conflict with, or result in a violation of, any violation provision of the certificate of incorporation or default by by-laws of Sellers; (ii) conflict with, violate, result in the Company, the Purchased Companies or any of their Subsidiaries (with or without notice or lapse of timebreach of, or both) under, or give rise to constitute a right of termination, cancellation or acceleration of any obligation or to loss of any material benefit under, or give rise to any obligation of the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person default under, or result in the creation termination, cancellation or acceleration (whether after the filing of notice or lapse of time or both) of any Liens upon material right or material obligation of Sellers under, any of the properties or assets of the Company, the Purchased Companies Contract or any of their Subsidiaries under any provision of (i) the articles of association and comparable organizational documents of the Company, the Purchased Companies or any of their Subsidiaries (assuming the Company Shareholder Approval is obtained); (ii) any Material Contract, or other material Permit Contract to which the Company, any of the Purchased Companies or any of their Subsidiaries either Seller is a party or by which either Seller or the Business is bound or to which any of the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries are boundAssets is subject; (iii) conflict with, violate, or result in the breach of any Order of any court, Governmental Body or arbitrator applicable to the CompanySellers, the Business or the Purchased Companies Assets; (iv) conflict with, violate, or result in the breach of any Law applicable to Sellers, the Business or the Purchased Assets; (v) result in the creation or imposition of their Subsidiaries; or any Lien (other than a Permitted Exception) on any of the properties Purchased Assets; (vi) result in the release, disclosure and/or delivery of any Purchased Assets by or assets to any escrow agent or other person or entity; (vii) grant, assign and/or transfer to any other Person of any license or other right or interest under, to or in any of the CompanyPurchased Assets; or (viii) by the terms of any Contract, the result in a reduction of any royalties and/or revenue sharing payments Sellers would otherwise be entitled to with respect to any Purchased Companies or any of their Subsidiaries as of the date hereof; and (iv) any applicable Law (other than Antitrust Laws)Assets.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 3.3(a), none of the execution and delivery by the Company of this AgreementAgreement or the Company Documents, the Assignment and Assumption Agreement, the Indemnity Agreement and the consummation of the transactions contemplated hereby and therebyor thereby (including, without limitation, the Put Option), or compliance by the Company with any of the provisions hereof or thereof will conflict with, or result in any violation of or breach of, conflict with or default by the Company, the Purchased Companies or any of their Subsidiaries (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any a material benefit under, or give rise to any obligation of the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or give rise to any right to purchase or sell (including any rights of first refusal or comparable obligations) any direct or indirect interest in the Company, its Subsidiaries or any of the Underlying Projects, or result in the creation of any Liens upon any of the properties or assets of the Company, the Purchased Companies any of its Subsidiaries or any of their Subsidiaries under the Underlying Projects under, any provision of (i) the articles certificate of association and incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or comparable organizational documents of the Company, the Purchased Companies any of its Subsidiaries or any of their Subsidiaries (assuming the Company Shareholder Approval is obtained)Underlying Projects or any Material Contract; (ii) any Contract that is not a Material Contract, or material Permit to which the Company, any of the Purchased Companies its Subsidiaries or any of their Subsidiaries the Underlying Projects is a party or by which any of the properties or assets of the Company, the Purchased Companies any of its Subsidiaries or any of their Subsidiaries the Underlying Projects are bound; (iii) any Order of any court, Governmental Body or arbitrator settlement agreement applicable to the Company, the Purchased Companies any of its Subsidiaries or any of their Subsidiaries; the Underlying Projects or any of the properties or assets of the Company, the Purchased Companies any of its Subsidiaries or any of their Subsidiaries as of the date hereofUnderlying Projects; and or (iv) any applicable Law (other than Antitrust Lawsexcept that in the case of clauses (ii) and (iv), such representation is for conflicts, defaults, obligations or Liens that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect).

Conflicts; Consents of Third Parties. (a) None Except as set forth in Schedule 3.3(a), none of the execution and delivery by the Company of this AgreementAgreement or the Company Documents, the Assignment and Assumption Agreement, the Indemnity Agreement and the consummation of the transactions contemplated hereby and or thereby, or compliance by the Company with any of the provisions hereof or thereof will conflict with, or result in any violation of or breach of, conflict with or cause a default by the Company, the Purchased Companies or any of their Subsidiaries (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any a material benefit under, or give rise to any obligation of the Company Company, its Subsidiaries or any of the Project Companies, to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or give rise to any right to purchase or sell (including any rights of first refusal or comparable obligations) any direct or indirect interest in the Company, its Subsidiaries or any of the Underlying Projects, or result in the creation of any Liens upon any of the properties or assets of the Company, the Purchased Companies any of its Subsidiaries or any of their Subsidiaries under the Underlying Projects under, any provision of (i) the articles certificate of association and incorporation, by-laws, limited liability company agreement, operating agreement, partnership agreement or comparable organizational documents of the Company, the Purchased Companies any of its Subsidiaries or any of their Subsidiaries (assuming the Company Shareholder Approval is obtained)Underlying Projects or any Material Contract; (ii) any Permit or Contract that is not a Material Contract, or material Permit Contract to which the Company, any of the Purchased Companies its Subsidiaries or any of their Subsidiaries the Underlying Projects is a party or by which any of the properties or assets of the Company, the Purchased Companies any of its Subsidiaries or any of their Subsidiaries the Underlying Projects are bound; (iii) any Order of any court, Governmental Body or arbitrator applicable to the Company, the Purchased Companies any of its Subsidiaries or any of their Subsidiaries; the Underlying Projects or any of the properties or assets of the Company, the Purchased Companies any of its Subsidiaries or any of their Subsidiaries as of the date hereofUnderlying Projects; and or (iv) any applicable Law Law, other than, in the case of clauses (other than Antitrust Lawsii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect.

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Company of this AgreementAgreement or the Company Documents, the Assignment and Assumption Agreement, the Indemnity Agreement and the consummation of the transactions contemplated hereby and or thereby, or compliance by the Company with any of the provisions hereof or thereof will conflict with, or result in any violation of or breach of, conflict with or default by the Company, the Purchased Companies or any of their Subsidiaries (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of any a material benefit under, or give rise to any obligation of the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of the Company, the Purchased Companies Company or any of their Subsidiaries under Subsidiary under, any provision of (i) the articles of association incorporation and by-laws or comparable organizational documents of the Company, the Purchased Companies Company or any of their Subsidiaries (assuming the Company Shareholder Approval is obtained)Subsidiary; (ii) any Material Contract, Contract or material Permit to which the Company, any of the Purchased Companies Company or any of their Subsidiaries Subsidiary is a party or by which any of the properties or assets of the Company, the Purchased Companies Company or any of their Subsidiaries Subsidiary are bound; (iii) any Order of any court, Governmental Body or arbitrator applicable to the Company, the Purchased Companies Company or any of their Subsidiaries; Subsidiary or any of the properties or assets of the Company, the Purchased Companies Company or any of their Subsidiaries as of the date hereofSubsidiary; and or (iv) any applicable Law Law, except as set forth on Schedule 4.3. · No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the Company or any Subsidiary in connection with (other than Antitrust Laws)i) the execution and delivery of this Agreement, the Company Documents, respectively, the compliance by the Company with any of the provisions hereof and thereof, or the consummation of the transactions contemplated hereby or thereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract of the Company or any Subsidiary, except for (A) compliance with the applicable requirements of the HSR Act and (B) those set forth on Schedule 4.3.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 4.3(a), subject to the expiration or termination of the waiting period under the HSR Act and the FINRA Approval, none of the execution and delivery by the Company of this AgreementAgreement or the Company Documents, the Assignment and Assumption Agreement, the Indemnity Agreement and the consummation of the transactions contemplated hereby and or thereby, or compliance by the Company with any of the provisions hereof or thereof will conflict with, or result in any violation of or breach of, conflict with or default by the Company, the Purchased Companies or any of their Subsidiaries (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any a material benefit under, or give rise to any obligation of the Company to make any payment under, or to the increasedincrease, additional, accelerated accelerate or guaranteed guarantee any rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of the CompanyCompany and the Subsidiaries, the Purchased Companies in each case, under or any of their Subsidiaries under pursuant to, as applicable, any provision of (i) the articles Articles of association Incorporation and Bylaws or comparable organizational documents of the Company, Company and the Purchased Companies or any of their Subsidiaries (assuming the Company Shareholder Approval is obtained)Subsidiaries; (ii) any Material Contract, or material Permit Contract to which the Company, any of Company and the Purchased Companies or any of their Subsidiaries is are a party or by which any of the properties or assets of the Company, Company and the Purchased Companies or any of their Subsidiaries are bound; (iii) any Permit to which the Company and the Subsidiaries are a party or by which any of the properties or assets of the Company and the Subsidiaries are bound; (iv) any Order of any court, Governmental Body or arbitrator applicable to the Company, Company and the Purchased Companies or any of their Subsidiaries; Subsidiaries or any of the properties or assets of the Company, Company and the Purchased Companies Subsidiaries; or any of their Subsidiaries as of the date hereof; and (ivv) any applicable Law Law; other than, in the case of clause (other than Antitrust Lawsiii) of the foregoing, any such conflicts, violations, breaches, conflicts or giving rise to rights that would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Company and the Subsidiaries (taken as a whole).

Conflicts; Consents of Third Parties. (a) None of the execution and delivery by the Company Seller Entities of this AgreementAgreement or any of the other Seller Documents, the Assignment and Assumption Agreement, consummation by the Indemnity Agreement and the consummation Seller Entities of the transactions contemplated hereby and or thereby, or compliance by the Company Seller Entities with any of the provisions hereof or thereof will conflict with(i) result in any violation of the certificate of incorporation or by-laws or comparable organizational documents of any Seller Entity or BPP; (ii) result in a violation of any Order of any Governmental Body applicable to any Seller Entity or BPP or by which any of the properties or assets of any Seller Entity or BPP are bound; (iii) result in a violation of any Law applicable to any Seller Entity or BPP; or (iv) other than as set forth on Schedule 5.3(a) hereof, or (A) result in any violation of or default by the Company, the Purchased Companies or any of their Subsidiaries (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of any a material benefit under, or give rise to any obligation of the Company any Seller Entity or BPP to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or (B) result in the creation of any Liens upon any of the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries under any provision of (i) the articles of association and comparable organizational documents of the Company, the Purchased Companies or any of their Subsidiaries (assuming the Company Shareholder Approval is obtained); (ii) any Material Contract, or material Permit to which the CompanyBPP Stock, any of the Purchased Companies Transferred Assets or any of their Subsidiaries the BPP Retained Assets under, any provision of any (x) Contract, or (y) Permit to which any Seller Entity or BPP is a party or by which BPP, the BPP Stock, any of the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries are bound; (iii) any Order of any court, Governmental Body or arbitrator applicable to the Company, the Purchased Companies or any of their Subsidiaries; Transferred Assets or any of the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries as of the date hereof; and (iv) any applicable Law (other than Antitrust Laws)BPP Retained Assets are bound.

Conflicts; Consents of Third Parties. (a) None Except as set forth on Schedule 5.3 and other than Contracts that have been terminated or will expire by their terms before or upon the Closing or Contracts with Affiliates of Seller that will be terminated before or upon the Closing, none of the execution and delivery by the Company Seller of this AgreementAgreement or the Seller Documents, the Assignment and Assumption Agreement, the Indemnity Agreement and the consummation of the transactions contemplated hereby and or thereby, or compliance by the Company Seller with any of the provisions hereof or thereof will (a) conflict with, or result in any violation of or default by the Company, the Purchased Companies or any of their Subsidiaries (with or without notice or lapse of time, or both) under, or give rise to a right of termination, termination or cancellation or acceleration of any obligation or to loss of any material benefit under, or give rise to any obligation of the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of the Company, the Purchased Companies or any of their Subsidiaries under any provision of (i) the articles certificate of association and formation of Seller or the Company, the limited liability company agreement of Seller, the LLC Agreement or comparable organizational documents of the Company, the Purchased Companies or any of their Subsidiaries (assuming the Company Shareholder Approval is obtained)Subsidiary; (ii) any Material Contract, Contract or material Permit to which Seller, the Company, Company or any of the Purchased Companies or any of their Subsidiaries is a party or by which any of the properties or assets of the CompanySeller, the Purchased Companies Company or any of their the Subsidiaries are boundbound (other than with respect to any provisions related to changes in credit ratings); (iii) any Order of any court, Governmental Body or arbitrator applicable to the CompanySeller, the Purchased Companies Company or any of their Subsidiaries; the Subsidiaries or by which any of the properties or assets of the CompanySeller, the Purchased Companies Company or any of their the Subsidiaries as of the date hereofare bound; and or (iv) any applicable Law Law; other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations, that would not reasonably be expected to have a Material Adverse Effect; or (b) require Seller, the Company or any of the Subsidiaries to obtain any consent, waiver, approval, Order, Permit or authorization of, or declare or file with, or give notification to, any Person or Governmental Body, except for (i) compliance with the applicable requirements of the HSR Act, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other than United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), and (ii) such consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect.