Common use of Consents; No Conflicts Clause in Contracts

Consents; No Conflicts. The execution, delivery and performance by the Parent of this Agreement do not and will not (A) require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Entity, (B) violate, conflict with or result in the breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of the Parent, (C) conflict with or violate any Law or Order applicable to the Parent or its assets, properties or businesses or (D) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Parent is a party, except, in the case of clauses (C) and (D), as would not materially and adversely affect the ability of the Parent to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement.

Consents; No Conflicts. The Except for the applicable requirements of the Exchange Act, the execution, delivery and performance by the Parent Stockholder of this Agreement do not and will not (Aa) require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Entitygovernmental authority, (Bb) violate, conflict with or result in the breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents) documents of the ParentInvestor, (Cc) conflict with or violate any Law law or Order governmental order applicable to the Parent Stockholder or its assets, properties or businesses or (Dd) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Parent Stockholder is a party, except, in the case of clauses (Cc) and (Dd), as would not materially and adversely affect the ability of the Parent Investor to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement.

Consents; No Conflicts. The Except for the applicable requirements of the Exchange Act, the execution, delivery and performance by the Parent Investor of this Agreement do not and will not (A) require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental EntityAuthority, (B) violate, conflict with or result in the breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents) documents of the ParentInvestor, (C) conflict with or violate any Law or Governmental Order applicable to the Parent Investor or its assets, properties or businesses or (D) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Parent Investor is a party, except, in the case of clauses (C) and (D), as would not materially and adversely affect the ability of the Parent Investor to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement.