Common use of Conflicts; Consents Clause in Contracts

Conflicts; Consents. Assuming (i) compliance with the information requirements of the HSR Act, if any, (ii) the issuance of the Bankruptcy Court Order and (iii) the issuance and continued effectiveness of Power Marketing Authorization by the Federal Energy Regulatory Commission ("FERC") for UBS, none of the execution and delivery of this Agreement, the Related Agreements, the consummation of the transactions contemplated hereby or thereby or compliance by UBS with any of the provisions hereof or thereof will (i) conflict with or result in a breach of the constitutive documents of UBS, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, hypothecation, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which UBS is a party, or by which UBS or its properties or assets, may be bound or affected (except for such conflicts, breaches or defaults as to which requisite waivers or consents shall be obtained before the Closing), or (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to UBS or its properties or assets, in each case in clause (ii) or (iii), which conflict, breach, default, right or violation could reasonably be expected to materially impair its ability to consummate the transactions contemplated hereby. Except (a) as set forth on Schedule 2.2(c), (b) for consents, approvals, or authorizations of, or declarations or filings with, the Bankruptcy Court, (c) for filings pursuant to the HSR Act, if any, and (d) the issuance and continued effectiveness of Power Marketing Authorization for UBS, no material consent or approval by, or any notification of or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) is required in connection with the execution, delivery and performance by UBS of this Agreement, the Related Agreements or any of the other agreements, documents and instruments contemplated in connection with this Agreement or the consummation of the transactions contemplated hereby or thereby.

Conflicts; Consents. Assuming (i) compliance with the information requirements of the HSR Act, if any, (ii) the issuance of the Bankruptcy Court Order and (iii) the issuance and continued effectiveness of Power Marketing Authorization by the Federal Energy Regulatory Commission ("FERC") for UBS, none of the The execution and delivery of this Agreement ------------------- and each other agreement or document contemplated by this Agreement, the Related Agreements, the consummation of the transactions contemplated hereby or and thereby or and the compliance by UBS the Sellers with any of the provisions hereof or and thereof do not and will not (i) conflict with or result in a breach of the charter, by-laws or other constitutive documents of UBSthe Company, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, hypothecation, mortgage, indenture, or any material license, franchise, permit, agreement or other instrument or obligation to which UBS the Company or any Seller is a party, or by which UBS the Company or its any Seller or any of the Company's or any Seller's properties or assets, may be bound or affected (affected, except for such conflictsconflict, breaches breach or defaults default as to which requisite waivers or consents shall be obtained before the ClosingClosing (which waivers or consents are set forth in Section 2.1(d) of the Disclosure Schedule), or (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to UBS the Company or its any Seller or any of the Company's or any Seller's properties or assets, in each case in clause (ii) except for any such violations that are immaterial to the Company and the Company's properties and assets or (iii)iv) result in the creation or imposition of any security interest, which conflict, breach, default, right lien or violation could reasonably be expected to materially impair its ability to consummate other encumbrance upon the transactions contemplated herebyShares or any property or assets used or held by the Company. Except (a) as set forth on Schedule 2.2(c), (b) for consents, approvals, or authorizations of, or declarations or filings with, the Bankruptcy Court, (c) for filings pursuant to the HSR Act, if any, and (d) the issuance and continued effectiveness of Power Marketing Authorization for UBS, no material No consent or approval by, or any notification of or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) person is required in connection with the execution, delivery and performance by UBS the Sellers of this Agreement, the Related Agreements Agreement or any of the other agreements, documents and instruments agreement or document to which a Seller is party as contemplated in connection with by this Agreement or the consummation by the Sellers of the transactions contemplated hereby or therebythereby except for such consents, approvals, orders, authorizations, registrations, declarations and filings as are set forth in Section 2.1(d) of the Disclosure Schedule.

Conflicts; Consents. Assuming (i) compliance with the information requirements of the HSR Act, if any, (ii) the issuance of the Bankruptcy Court Order and (iii) the issuance and continued effectiveness of Power Marketing Authorization by the Federal Energy Regulatory Commission ("FERC") for UBS, none of UBS neither the execution and delivery of this Agreement, Agreement and the Related Agreements, Agreements and the consummation of the transactions contemplated hereby or thereby or compliance by UBS with any of the provisions hereof or thereof will (i) conflict with or result in a breach of the constitutive documents of 39 UBS, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, hypothecation, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which UBS is a party, or by which UBS or its properties or assets, may be bound or affected (except for such conflicts, breaches or defaults as to which requisite waivers or consents shall be obtained before the ClosingEffective Date), or (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to UBS or its properties or assets, in each case in clause (ii) or (iii), which conflict, breach, default, right or violation could reasonably be expected to materially impair its ability to consummate the transactions contemplated hereby. Except (a) as set forth on Schedule 2.2(c)) to the Master Agreement, (b) for consents, approvals, or authorizations of, or declarations or filings with, the Bankruptcy Court, (c) for filings pursuant to the HSR Act, if any, and (d) the issuance and continued effectiveness of Power Marketing Authorization for UBS, no material consent or approval by, or any notification of or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) Person is required in connection with the execution, delivery and performance by UBS of this Agreement, the Related Agreements or any of the other agreements, documents and instruments contemplated in connection with this Agreement or the consummation of the transactions contemplated hereby or thereby.

Conflicts; Consents. Assuming (i) compliance with the information requirements of the HSR Act, if any, (ii) the issuance of the Bankruptcy Court Order and (iii) the issuance and continued effectiveness of Power Marketing Authorization by the Federal Energy Regulatory Commission ("FERC") for UBS, none of the The execution and delivery by such Seller of this Agreement and the Escrow Agreement, the Related Agreements, the consummation of the transactions contemplated hereby or and thereby or and compliance by UBS such Seller with any of the provisions hereof or and thereof does not and will not (i) conflict with or result in a breach of the constitutive documents documents, if any, of UBSsuch Seller, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, hypothecation, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which UBS such Seller is a party, or by which UBS such Seller or its any of such Seller's properties or assets, assets may be bound or affected (affected, except for such conflicts, breaches or defaults as to which requisite waivers or consents shall be obtained have been, or before the ClosingClosing will be, obtained (which waivers or consents are set forth in Section 2.2(b) of the Disclosure Schedule), or (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to UBS such Seller or its any of such Seller's properties or assets, in each case in clause (ii) assets or (iii), which conflict, breach, default, right iv) result in the creation or violation could reasonably be expected to materially impair its ability to consummate the transactions contemplated herebyimposition of any Claim upon any of such Seller's Shares. Except (a) as set forth on Schedule 2.2(c), (b) for consents, approvals, or authorizations of, or declarations or filings with, the Bankruptcy Court, (c) for filings pursuant to the HSR Act, if any, and (d) the issuance and continued effectiveness of Power Marketing Authorization for UBS, no material No consent or approval by, or any notification of or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) person is required in connection with the execution, delivery and performance by UBS such Seller of this Agreement, Agreement and the Related Agreements or any of the other agreements, documents Escrow Agreement and instruments contemplated in connection with this Agreement or the consummation of the transactions contemplated hereby or and thereby, except for the filing of a premerger notification and report form by the Sellers under the Hart-▇▇▇▇▇- ▇▇di▇▇ ▇▇▇rovements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act").

Conflicts; Consents. Assuming (i) compliance with the information requirements of the HSR Act, if any, (ii) the issuance of the Bankruptcy Court Order and (iii) the issuance and continued effectiveness of Power Marketing Authorization by the Federal Energy Regulatory Commission ("FERC") for UBS, none of Neither the execution and delivery of this ------------------- Agreement or any other agreement or document to which any Shareholder is a party as contemplated by this Agreement, the Related Agreements, the consummation of the transactions contemplated hereby or thereby or nor compliance by UBS the Company or any Shareholder with any of the provisions hereof or thereof will (i) conflict with or result in a breach of the articles of incorporation, by-laws or other constitutive documents of UBSthe Company, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, hypothecation, mortgage, indenture, or any material license, franchise, permit, agreement or other instrument or obligation to which UBS the Company or any Shareholder is a party, or by which UBS the Company or its any Shareholder or the Company's or any Shareholder's properties or assets, may be bound or affected (affected, except for such conflicts, breaches or defaults as to which requisite waivers or consents shall be have been obtained before the ClosingClosing (which waivers or consents are set forth in Section 3.1(d) of the Disclosure Schedule), or (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to UBS the Company or its any Shareholder or the Company's or any Shareholder's properties or assets, in each case in clause (ii) assets or (iii), which conflict, breach, default, right iv) result in the creation or violation could reasonably be expected to materially impair its ability to consummate imposition of any Claim upon any Company Common Stock or any property or assets used or held by the transactions contemplated herebyCompany. Except (a) as set forth on Schedule 2.2(c), (b) for consents, approvals, or authorizations of, or declarations or filings with, the Bankruptcy Court, (c) for filings pursuant to the HSR Act, if any, and (d) the issuance and continued effectiveness of Power Marketing Authorization for UBS, no material No consent or approval by, or any notification of or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) person is required in connection with the execution, delivery and performance by UBS any Shareholder of this Agreement, the Related Agreements Agreement or any of the other agreements, documents and instruments agreement or document to which such Shareholder is a party as contemplated in connection with by this Agreement or the consummation of the transactions contemplated hereby or therebythereby except as set forth in Section 3.1(d) of the Disclosure Schedule.