Common use of CONSENT AND APPROVALS; NO VIOLATION Clause in Contracts

CONSENT AND APPROVALS; NO VIOLATION. The execution and ----------------------------------- delivery of this Agreement by Buyer, the consummation of the transactions contemplated hereby and the performance by Buyer of its obligations hereunder, will not: (a) conflict with any provision of the Certificate of Incorporation or Bylaws of Buyer; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) the filing of the Governmental Filings (as defined in Section ------- 5.4) and (ii) where the failure to obtain such consents, approvals, --- authorizations or permits or the failure to make such filings or notifications would not have a material adverse effect on the financial condition, business, properties or results of operations of Buyer; or (c) conflict with or violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Buyer, in such a manner as to result in a material adverse effect on the financial condition, business, properties or results of operations of Buyer.

CONSENT AND APPROVALS; NO VIOLATION. The execution and ----------------------------------- delivery of this Agreement by Buyer, the consummation of the transactions contemplated hereby and the performance by Buyer of its obligations hereunder, will not: (a) conflict with any provision of the Certificate of Incorporation or Bylaws of Buyer; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) the filing of the Governmental Filings (as defined in Section ------- 5.4SECTION 5.2) and (ii) where the failure to obtain such consents, approvals, --- authorizations or permits or the failure to make such filings or notifications would not have a material adverse effect on the financial condition, business, properties or results of operations of Buyer; or (c) conflict with or violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Buyer, in such a manner as to result in a material adverse effect on the financial condition, business, properties or results of operations of Buyer.

CONSENT AND APPROVALS; NO VIOLATION. The execution and ----------------------------------- delivery of ----------------------------------- this Agreement by Buyer, the consummation of the transactions contemplated hereby and the performance by Buyer of its obligations hereunder, will not: (a) conflict with any provision of the Certificate of Incorporation or Bylaws of Buyer; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) the filing of the Governmental Filings (as defined in Section ------- 5.4) and (ii) where the failure to obtain such consents, approvals, --- authorizations or permits or the failure to make such filings or notifications would not have a material adverse effect on the financial condition, business, properties or results of operations of Buyer; or (c) conflict with or violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Buyer, in such a manner as to result in a material adverse effect on the financial condition, business, properties or results of operations of Buyer.

CONSENT AND APPROVALS; NO VIOLATION. The execution and ----------------------------------- delivery of this Agreement by Buyer, the consummation of the transactions contemplated hereby and the performance by Buyer of its obligations hereunder, will not: (a) conflict with any provision of the Certificate of Incorporation or Bylaws of Buyer; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (i) the filing of the Governmental Filings (as defined in Section ------- SECTION 5.4) and (ii) where the failure to obtain such consents, approvals, --- authorizations or permits or the failure to make such filings or notifications would not have a material adverse effect on the financial condition, business, properties or results of operations of Buyer; or (c) conflict with or violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to Buyer, in such a manner as to result in a material adverse effect on the financial condition, business, properties or results of operations of Buyer.