Common use of Conflicts; Consents Clause in Contracts

Conflicts; Consents. Assuming that (a) the Sale Order, the Canadian Sale Recognition Order, and all other requisite Bankruptcy Court and Canadian Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3(b) are made, given or obtained (as applicable), and (c) the requirements of the HSR Act, Competition Act, CTA, and any other Antitrust Law applicable to the Transactions are complied with, neither the execution and delivery by Sellers of this Agreement or the other Transaction Agreements, nor the consummation by Sellers of the Transactions, nor performance or compliance by Sellers with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of the Organizational Documents of each Seller (ii) except as set forth on Schedule 3.3(b), violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any Assigned Contract or accelerate any Seller’s obligations under any such Assigned Contract, (iii) violate any Law or Order applicable to any Seller or (iv) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any of the Acquired Assets, except, in the case of clauses (ii) or (iii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents. (a) Assuming that (ai) the Sale Order, the Canadian Sale Recognition Order, and all other requisite Bankruptcy Court and Canadian Court approvals are obtained, (bii) the notices, authorizations, approvals, Orders, Permits permits or consents set forth on Schedule 3.3(b4.3(a) are made, given or obtained (as applicable), and (ciii) the requirements of the HSR Act, Competition Act, CTA, and any other Antitrust Law applicable to the Transactions CTA are complied with, neither the execution and delivery by Sellers Purchaser of this Agreement or the other Transaction AgreementsAgreement, nor the consummation by Sellers Purchaser of the TransactionsTransactions or the Financing, nor performance or compliance by Sellers Purchaser with any of the terms or provisions hereof hereof, the Debt Commitment Letter, or thereofany definitive documents with respect to the Financing, will (iA) conflict with or violate any provision of the Purchaser’s Organizational Documents of each Seller Documents, (iiB) except as set forth on Schedule 3.3(b)violate any Law or Order applicable to Purchaser, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any Assigned loan or credit agreement or other material Contract to which Purchaser is a party or accelerate any SellerPurchaser’s obligations under any such Assigned Contract, (iii) violate any Law or Order applicable to any Seller or (ivD) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of the Acquired AssetsPurchaser or any of its Subsidiaries, except, in the case of clauses (iiB) or through (iiiD), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectprevent or materially impair, alter or delay the ability of Purchaser to consummate the Transactions.

Conflicts; Consents. Assuming that (a) the Sale Order, the Canadian Sale Recognition Order, Order and all other requisite Bankruptcy Court and Canadian Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3(b) are made, given or obtained (as applicable), and (c) the requirements of the HSR Act, Competition Act, CTA, Act and any other Antitrust Law applicable to the Transactions are complied with, neither the execution and delivery by Sellers of this Agreement or the other Transaction Agreements, nor the consummation by Sellers of the Transactions, nor performance or compliance by Sellers with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of the Organizational Documents of each Seller (ii) except as set forth on Schedule 3.3(b), violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any Assigned Contract or accelerate any Seller’s obligations under any such Assigned Contract, (iii) violate any Law or Order applicable to any Seller or (iv) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any of the Acquired Assets, except, in the case of clauses (ii) or (iii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents. (a) Assuming that (ai) the Sale Order, the Canadian Sale Recognition Order, and all other requisite Bankruptcy Court and Canadian Court approvals are obtained, (bii) the notices, authorizations, approvals, Orders, Permits permits or consents set forth on Schedule 3.3(b4.3(a) are made, given or obtained (as applicable), and (ciii) the requirements of the HSR Act, Competition Act, CTA, and any other Antitrust Law applicable to the Transactions CTA are complied with, neither the execution and delivery by Sellers Purchaser of this Agreement or the other Transaction AgreementsAgreement, nor the consummation by Sellers Purchaser of the Transactions, nor performance or compliance by Sellers Purchaser with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of the Purchaser’s Organizational Documents of each Seller Documents, (ii) except as set forth on Schedule 3.3(b)violate any Law or Order applicable to Purchaser, () violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any Assigned loan or credit agreement or other material Contract to which Purchaser is a party or accelerate any SellerPurchaser’s obligations under any such Assigned Contract, (iii) violate any Law or Order applicable to any Seller or (iv) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of the Acquired AssetsPurchaser or any of its Subsidiaries, except, in the case of clauses (iiB) or through (iiiD), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectprevent or materially impair, alter or delay the ability of Purchaser to consummate the Transactions.