Common use of Conflicts; Consents Clause in Contracts

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) 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 any Seller’s certificate of incorporation or bylaws, certificate of formation or limited liability company agreement, certificate of limited partnership, partnership agreement or other governing documents, as applicable, (ii) 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 Material Contract or accelerate any Seller’s obligations under any such Material Contract, (iii) conflict with or violate any Law or Order applicable to any Seller or any of the Acquired Assets, or by which any Seller, or any of the Acquired Assets, may be bound or affected, or (iv) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any Acquired Assets, except, in each case of clauses (ii) thru (iv), as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Assets or the Assumed Liabilities, taken as a whole.

Conflicts; Consents. (a) Assuming that (ai) requisite Bankruptcy Court approvals are obtained, and (bii) the notices, authorizations, approvals, Orders, Permits permits or consents set forth on Schedule 3.3 4.3(a) are made, given or obtained (as applicable), and (c) the requirements none of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither the execution and delivery by Sellers Purchaser of this Agreement or the other Transaction AgreementsAgreements to which it is a party, nor the consummation by Sellers Purchaser of the Transactionstransactions contemplated hereby or thereby, nor performance or compliance by Sellers Purchaser with any of the terms or provisions hereof or thereof, will (iA) conflict with or violate any provision of any SellerPurchaser’s certificate articles of incorporation or bylaws, certificate of formation bylaws or limited liability company agreement, certificate of limited partnership, partnership agreement or other governing similar organizational documents, as applicable(B) violate any Law or Order applicable to Purchaser or its assets, (iiC) 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, modification or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any Material loan or credit agreement or other Contract to which Purchaser is a party or by which it or its assets are bound or accelerate any SellerPurchaser’s obligations under any such Material Contract, (iii) conflict with or violate any Law or Order applicable to any Seller or any of the Acquired Assets, or by which any Seller, or any of the Acquired Assets, may be bound or affected, or (ivD) result in the creation of any Encumbrance (other than a Permitted EncumbranceEncumbrance or a DIP Encumbrance (provided that no DIP Encumbrance shall encumber any of the Acquired Assets at Closing)) on any Acquired Assetsproperties or assets of Purchaser or any of its Subsidiaries, except, in each the case of clauses (iiA) thru through (ivD), as would not, individually or in the aggregate, reasonably be expected to be material materially impair or delay the ability of Purchaser to consummate the Acquired Assets or the Assumed Liabilities, taken as a wholetransactions contemplated hereby.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtainedThe execution, (b) delivery and performance by the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither the execution and delivery by Sellers Company of this Agreement or the other Transaction Agreements, nor and the consummation by Sellers of the Transactions, nor performance or compliance by Sellers with any of the terms or provisions hereof or thereof, transactions contemplated hereby do not and will not (i) conflict with or violate any provision result in a breach of any Seller’s certificate the certificates of incorporation or bylawsincorporation, certificate of formation or limited liability company agreement, certificate of limited partnership, partnership agreement by-laws or other governing documents, as applicableconstitutive documents of the Company or any of its Subsidiaries, (ii) violate except as set forth in Section 3.4 of the Disclosure Schedule, conflict with, breach or constitute result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, cancellation or cancelation of any obligation or to the loss of any benefit, acceleration) under any of the terms or provisions of any Material Contract note, bond, lease, mortgage, indenture, or accelerate any Seller’s obligations under any such Material Contractlicense, (iii) conflict with franchise, permit, agreement or violate any Law other instrument or Order applicable obligation to any Seller or which any of the Acquired AssetsCompany or its Subsidiaries is a party, or by which any Sellersuch Person or its properties or assets are bound, except for such conflicts, breaches or defaults as to which requisite waivers or consents have been obtained before the Closing (which waivers or consents are set forth in Section 3.4 of the Disclosure Schedule), (iii) violate any Laws applicable to the Company or any of the Acquired Assets, may be bound its Subsidiaries or affected, any such Person’s properties or assets or (iv) result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on upon any Acquired Assetsproperty or assets used or held by the Company or any of its Subsidiaries, except, except where the occurrence of any of the foregoing described in each case of clauses (ii), (iii) thru or (iv), as ) above has not had and would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay the consummation of the Merger. The Company has not received an uncured notice alleging any of the foregoing. Except for (1) the filing of a premerger notification and report form under the Xxxx-Xxxxx-Xxxxxx Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and the expiration or early termination of the applicable waiting period thereunder, (2) any filings as may be material required under the DGCL in connection with the Merger and (3) such consents, approvals, notifications, registrations or filings the failure to obtain which has not had and would not reasonably be expected to have a Company Material Adverse Effect, no consent or approval by, or notification of or registration or filing with, any Governmental Entity is required in connection with the Acquired Assets execution, delivery and performance by the Company of this Agreement or the Assumed Liabilitiesconsummation of the transactions contemplated hereby, taken except as a wholeset forth in Section 3.4 of the Disclosure Schedule.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither the The execution and delivery by Sellers the Purchaser of this Agreement or and the other Transaction AgreementsEscrow Agreement, nor the consummation by Sellers of the Transactions, nor performance or transactions contemplated hereby and thereby and compliance by Sellers the Purchaser with any of the terms or provisions hereof or thereof, and thereof does not and will not (i) conflict with or violate any provision result in a breach of any Seller’s certificate the articles of incorporation or bylawsincorporation, certificate of formation or limited liability company agreement, certificate of limited partnership, partnership agreement by-laws or other governing documents, as applicableconstitutive documents of the Purchaser, (ii) violate conflict with or constitute result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, cancellation or cancelation of any obligation or to the loss of any benefit, acceleration) under any of the terms or provisions of any Material Contract note, bond, lease, mortgage, indenture, or accelerate any Seller’s obligations under any such Material Contractlicense, (iii) conflict with franchise, permit, agreement or violate any Law other instrument or Order applicable obligation to any Seller which the Purchaser is a party, or by which the Purchaser or any of the Acquired Assets, Purchaser's properties or by which any Seller, or any of the Acquired Assets, assets may be bound or affected, except for such conflicts, breaches or defaults as to which requisite waivers or consents have been, or before the Closing will be, obtained, (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Purchaser or any of the Purchaser's properties or assets or (iv) result in the creation or imposition of any Encumbrance (other than Claim upon any of the Purchaser's properties or assets. No consent or approval by, or notification of or filing with, any person is required in connection with the execution, delivery and performance by the Purchaser of this Agreement and the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby, except for the filing of a Permitted Encumbrance) on any Acquired Assets, except, in each case of clauses (ii) thru (iv), as would not, individually or in premerger notification and report form by the aggregate, reasonably be expected to be material to Purchaser under the Acquired Assets or the Assumed Liabilities, taken as a wholeHSR Act.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtainedobtained and the delivery of any requisite notices or filings with the Bankruptcy Court, (b) the notices, authorizations, approvals, Orders, Permits permits or consents set forth on Schedule 3.3 4.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither the execution and delivery by Sellers Purchaser of this Agreement or the other Transaction AgreementsAgreements to which it is a party, nor the consummation by Sellers Purchaser of the Transactionstransactions contemplated hereby or thereby, 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 any SellerPurchaser’s certificate articles of incorporation or bylaws, certificate of formation bylaws or limited liability company agreement, certificate of limited partnership, partnership agreement or other governing similar organizational documents, as applicable, (ii) violate any Law or Order applicable to Purchaser or its assets or require Purchaser to file, seek, or obtain any notice, authorization, approval, Order, permit, registration with or consent of or with any Governmental Body, (iii) 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 Material loan or credit agreement or other Contract to which Purchaser is a party or by which it or its assets are bound or accelerate any SellerPurchaser’s obligations under any such Material Contract, (iii) conflict with or violate any Law or Order applicable to any Seller or any of the Acquired Assets, or by which any Seller, or any of the Acquired Assets, may be bound or affected, or (iv) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any Acquired Assetsproperties or assets of Purchaser or any of its Subsidiaries, except, in each the case of clauses (ii) thru through (iv), as would not, individually or in the aggregate, reasonably be expected to be material prevent or materially impair, alter or delay the ability of Purchaser to consummate the Acquired Assets or transactions contemplated under this Agreement and the Assumed Liabilities, taken as a wholeother Transaction Agreements and to perform and comply with the terms and provisions hereby and thereby.

Conflicts; Consents. (a) Assuming that (a) the requisite Bankruptcy Court approvals as described in this Agreement are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 4.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither and (d) any filings required by any applicable federal or state securities or “blue sky” Laws are made, the execution and delivery by Sellers such Purchaser of this Agreement or the other Transaction Agreements, nor and each Ancillary Agreement and the consummation by Sellers such Purchaser of the Transactionstransactions contemplated hereby and thereby, nor and the performance or and compliance by Sellers such Purchaser with any of the terms or provisions hereof or thereof, do not and will not (i) conflict with or violate any provision of any Sellersuch Purchaser’s certificate of incorporation or bylaws, certificate of formation or limited liability company agreement, certificate of limited partnership, partnership agreement or other governing similar organizational documents, as applicable, (ii) conflict with or violate any Law or Order applicable to such Purchaser, (iii) conflict with, violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or result in the acceleration of any obligation under or give rise to a right of termination, modification, acceleration or cancelation of any obligation or to the loss of any benefitbenefit under, any of the terms or provisions of any Material material Contract or accelerate any Seller’s obligations under any to which such Material Contract, (iii) conflict with or violate any Law or Order applicable to any Seller or any of the Acquired Assets, or by which any Seller, or any of the Acquired Assets, may be bound or affectedPurchaser is a party, or (iv) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any Acquired Assetsproperties or assets of such Purchaser or any of its Subsidiaries, except, in each the case of clauses (iii) thru through (iv), as would not, individually or in the aggregate, reasonably be expected to be have a material to the Acquired Assets or the Assumed Liabilities, taken as a wholeadverse effect.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither Neither the execution and delivery by Sellers of this Agreement or the other Transaction AgreementsAgreement, nor the consummation by Sellers of the Transactions, transactions contemplated hereby nor performance or compliance by Sellers the Seller or either of Companies with any of the terms or provisions hereof or thereof, will (i) conflict with or violate result in a breach of, or require any provision of any Seller’s certificate of incorporation consent or bylawsapproval under, certificate of formation or limited liability company agreementthe charter, certificate of limited partnershipby-laws, partnership agreement Partnership Agreement or other governing constitutive documents, as applicable, of either of the Companies, any of the Subsidiaries, any of the General Partnerships or, to the knowledge of the Seller, Lockport, except for any such conflict, breach or requirement with respect to which requisite waivers, consents or approvals shall be obtained before the Closing (which waivers, consents and approvals are set forth in Schedule 2.2(d)-1), (ii) violate conflict with or constitute result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modificationcancellation or acceleration), or cancelation require any consent or approval, under any of the provisions of any obligation contract, agreement or other instrument referred to in Section 2.2(k) and Schedule 2.2(k), except for any such conflict, breach, default or requirement which would not have a Material Adverse Effect or as to which requisite waivers, consents or approvals shall be obtained before the Closing (which waivers, consents and approvals are set forth in Schedule 2.2(d)-1), (iii) violate any law or statute or, to the loss knowledge of the Seller, any benefitrule or regulation or order, writ, injunction or decree applicable to either of the Companies, any of the terms or provisions of any Material Contract or accelerate any Seller’s obligations under any such Material ContractSubsidiaries, (iii) conflict with or violate any Law or Order applicable to any Seller or any of the Acquired AssetsGeneral Partnerships or, to the knowledge of the Seller, Lockport, or by which any Sellerthe properties or assets of the Companies, or any of the Acquired AssetsSubsidiaries, may be bound or affectedany of the General Partnerships or, to the knowledge of the Seller, Lockport, or (iv) result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) Material Claim on any Acquired Assetsthe Shares, except, in each case of clauses (ii) thru (iv), as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Assets Subsidiaries' Shares or the Assumed LiabilitiesGEI Partnership Interests, taken or on the properties or assets of the Companies, any of the Subsidiaries, or any of the Partnerships. Except for compliance with any applicable requirements under the HSR Act and except as a wholeset forth in Schedule 2.2(d)-2, no consent or approval by, or any notification of or filing with, any governmental authority or body is required 15 in connection with the execution, delivery and performance by either of the Companies of this Agreement or the consummation of the transactions contemplated hereby.