Common use of Conflicts; Consents Clause in Contracts

Conflicts; Consents. The execution, delivery and performance by the Company of this Agreement and the Articles and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof does not and will not breach, conflict with, or result in any 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 any obligation or to the loss of any benefit under, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, (ii) any provision of the constitutive or governing documents of the Company or any of its Subsidiaries or (iii) assuming that the representations of the Investors set forth in Article III are correct, any Legal Requirement applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articles, no consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares, or the consummation of the transactions contemplated thereby except for consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations or filings which have been obtained or made or the failure to obtain or make which could not reasonably be expected to have a Material Adverse Effect.

Conflicts; Consents. The execution, delivery and performance by the Company of this Agreement and the Articles and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof does do not and will not breach(i) assuming the Required Company Stockholders adopt this Agreement, conflict with, with or result in any 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 any obligation or to the loss of any benefit under, or result in the creation or imposition of any Lien of any nature whatsoever upon any breach of the properties certificates of incorporation, by-laws or assets of the Company or any of its Subsidiaries under, (i) any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, (ii) any provision of the other constitutive or governing documents of the Company or any of its Subsidiaries, (ii) except as set forth in Section 3.4 of the Disclosure Schedule, conflict with, breach 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, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which any of the Company or its Subsidiaries is a party, or by which any such Person or its properties or assets are bound, (iii) assuming that the representations of the Investors set forth in Article III are correct, violate any Legal Requirement Laws applicable to the Company or any of its Subsidiaries or any of their respective such Person’s properties or assets. Assuming that assets or (iv) result in the representations creation or imposition of any Encumbrance upon any property or assets used or held by the Company or any of its Subsidiaries, except where the occurrence of any of the Investors set forth foregoing described in Article III are correct and except clauses (ii), (iii) or (iv) above, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay the consummation of the Merger. Except for (1) the filing of a premerger notification and report form under the Articles▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 required under the DGCL or the Exchange Act in connection with the Merger and (3) such consents, approvals, notifications, registrations or filings the failure to obtain which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay consummation of the Merger, no consent, approval, order, license, permit consent or authorization ofapproval by, or notification, registration, declaration notification of or registration or filing with, any Governmental Authority or any other Person Entity is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares, Agreement or the consummation of the transactions contemplated thereby hereby, except for consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations or filings which have been obtained or made or as set forth in Section 3.4 of the failure to obtain or make which could not reasonably be expected to have a Material Adverse Effect.Disclosure Schedule. Table of Contents

Conflicts; Consents. The execution, execution and delivery by the Parent and performance by the Company of this Agreement does not, and the Articles execution and delivery of the other Operative Agreements by the Parent, the Company and the Parent Stockholders, as the case may be, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof does not and will not not, breach, conflict with, or result in any 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 any obligation or to the loss of any benefit under, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the properties or assets of the Parent, the Company or any of its Subsidiaries Company Subsidiary under, (i) any material agreement loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, franchise, lease, contract, commitment, Permit (as defined in Section 2.13), agreement, understanding, instrument or obligation or other arrangement to which the Parent, the Company or any of its Subsidiaries Company Subsidiary is a party or by which the Parent, the Company, any Company or any of its Subsidiaries Subsidiary or any of their respective properties or assets may be bound or affected, (ii) any provision of the Parent's, the Company's or any Company Subsidiary's constitutive or governing documents of the Company or any of its Subsidiaries or governance documents, (iii) assuming that the representations of the Investors set forth in Article III are correctany judgment, order, writ, injunction or any Legal Requirement decree, or any statute, law, ordinance, rule or regulation applicable to the Parent, the Company, any Company or any of its Subsidiaries Subsidiary or any of their respective properties or assets. Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articles, no No consent, approval, order, license, permit Permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person is required to be obtained or made by or with respect to the Parent, the Company or any of its Subsidiaries Company Subsidiary in connection with the execution, delivery and performance by the Parent, the Company and the Parent Stockholders, as the case may be, of this Agreementany of the Operative Agreements, the issuance and sale of the Shares, or the consummation of the transactions contemplated thereby except for consentshereby and thereby, approvalsother than any such breaches, ordersconflicts, licensesviolations, permitsdefaults, authorizationsrights of termination, notificationscancellation or acceleration, registrations, declarations loss of benefits or filings which have been obtained creation or made imposition of Liens that individually or in the failure to obtain or make which aggregate could not reasonably be expected to (x) have a Material Adverse Effect, (y) materially impair the ability of the Company or Parent to perform their obligations under the Operative Agreements or (z) prevent or materially delay the consummation of any of the transactions contemplated the Operative Agreements.

Conflicts; Consents. The execution, Neither the execution and delivery and performance by the Company of this Agreement and the Articles and Agreement, the consummation of the transactions contemplated hereby and thereby and nor compliance by the Seller or either of Companies with any of the terms provisions hereof and thereof does not and will not breach, (i) conflict with, with or result in a breach of, or require any violation consent or approval under, the charter, by-laws, Partnership Agreement or other 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) conflict with or result in a default (with or without notice or lapse of time or both) under, or give rise to a any right of termination, cancellation or acceleration acceleration), or 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 benefit underrule or regulation or order, writ, injunction or decree applicable to either of the Companies, any of the Subsidiaries, any of the General Partnerships or, to the knowledge of the Seller, Lockport, or the properties or assets of the Companies, any of the Subsidiaries, any of the General Partnerships or, to the knowledge of the Seller, Lockport, or (iv) result in the creation or imposition of any Lien of any nature whatsoever upon any of Material Claim on the Shares, the Subsidiaries' Shares or the GEI Partnership Interests, or on the properties or assets of the Company Companies, any of the Subsidiaries, or any of its Subsidiaries under, (i) the Partnerships. Except for compliance with any material agreement or instrument to which applicable requirements under the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected, (ii) any provision of the constitutive or governing documents of the Company or any of its Subsidiaries or (iii) assuming that the representations of the Investors HSR Act and except as set forth in Article III are correctSchedule 2.2(d)-2, any Legal Requirement applicable to the Company no consent or approval by, or any notification of its Subsidiaries or any of their respective properties or assets. Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articles, no consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority governmental authority or any other Person body is required to be obtained or made by or with respect to the Company or any of its Subsidiaries 15 in connection with the execution, delivery and performance by either of the Company Companies of this Agreement, the issuance and sale of the Shares, Agreement or the consummation of the transactions contemplated thereby except for consents, approvals, orders, licenses, permits, authorizations, notifications, registrations, declarations or filings which have been obtained or made or the failure to obtain or make which could not reasonably be expected to have a Material Adverse Effecthereby.

Conflicts; Consents. The execution, Except as set forth on Schedule 5.3: (a) none of the execution and delivery and performance by the Company Seller of this Agreement and or the Articles and Seller Documents, the compliance by Seller with any of the provisions hereof or thereof or the consummation of the transactions contemplated hereby and thereby and compliance Transactions will: (i) conflict with or result in any violation of the terms hereof and thereof does not and will not breach, Organizational Documents of Seller or any Company Group Entity; (ii) conflict with, or result in any breach or violation of or default (with or without notice or lapse of time time, or both) or payment obligation under, or give rise to a right of termination, termination or cancellation or acceleration of any obligation right or to the loss of any benefit under, or result in the creation loss of rights under (or imposition constitute an event which, with notice or lapse of time, or both, would constitute a violation, default or breach under), any Lien of Material Contract or Permit or Real Property Lease to which Seller or any nature whatsoever upon Company Group Entity is a party or by which Seller, any Company Group Entity or any of the properties or assets of Seller or the Company Group are bound (other than Contracts that have been terminated or will expire by their terms before or upon the Closing and Contracts with Affiliates of Seller that will be terminated before or upon the Closing), except where the conflict, breach, violation, default, termination or cancellation would not be material to the Business, taken as a whole; (iii) result in any violation of its Subsidiaries under, (i) any material agreement Law or instrument Order applicable to which the Seller or the Company Group or any of its Subsidiaries is a party the Business or by which the Company or any of its Subsidiaries or any of their respective the properties or assets may be bound of Seller or affected, (ii) any provision of the constitutive or governing documents of the Company Group or any of its Subsidiaries or (iii) assuming that the representations of Business are bound, except where the Investors set forth in Article III are correct, any Legal Requirement applicable violation would not be material to the Company Business, taken as a whole; or (iv) result in the imposition or any creation of its Subsidiaries or any of their respective properties or assets. Assuming that the representations of the Investors set forth in Article III are correct and except for the filing of the Articles, no consent, approval, order, license, permit or authorization of, or notification, registration, declaration or filing with, any Governmental Authority or any other Person is required to be obtained or made by a Lien upon or with respect to any of the properties or assets of Seller or the Company Group or the Business (other than Permitted Exceptions); and (b) none of the execution and delivery by Seller of this Agreement or the Seller Documents, the compliance by Seller with any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares, provisions hereof or thereof or the consummation of the transactions contemplated thereby Transactions will require Seller or the Company Group to obtain any Order, Permit or waiver of, or declare or file with, or give notification to, any Person (including any Governmental Body), except for consentsfor: (i) compliance with the applicable requirements of the HSR Act and any other Laws that are designed to prohibit, approvalsrestrict or regulate actions having the purpose or effect of monopolization or restraint of trade (collectively, ordersthe “Antitrust Laws”); and (ii) such Orders, licensesPermits, permitswaivers, authorizationsdeclarations, notifications, registrations, declarations or filings and notifications as to which have been obtained or made or the failure to obtain obtain, make or make which could give the same would not reasonably be expected material to have the Business, taken as a Material Adverse Effectwhole or prohibit or materially impair Seller’s ability to consummate the transactions contemplated by this Agreement or the Ancillary Agreements.