Common use of Consents; No Violations Clause in Contracts

Consents; No Violations. Neither the execution, delivery or performance by such Purchaser of this Agreement and the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby will (a) conflict with, or result in a breach or a violation of, any provision of the organizational documents of such Purchaser; (b) constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any Law, or (ii) any Commitment of such Purchaser, or to which such Purchaser or any of its assets or properties is subject, except, with respect to the matters set forth in clause (ii), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not have a material adverse effect on the ability of such Purchaser to consummate the transactions contemplated hereby; or (c) except for any required filing under the HSR Act, require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Entity or any other Person on the part of the Purchaser.

Consents; No Violations. Neither the execution, delivery or performance by such Purchaser Investor of this Agreement and the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby will (a) conflict with, or result in a breach or a violation of, any provision of the organizational documents of such PurchaserInvestor; (b) constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any Law, or (ii) any Commitment of such PurchaserInvestor, or to which such Purchaser Investor or any of its assets or properties is subject, except, with respect to the matters set forth in clause (ii), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not have a material adverse effect on the ability of such Purchaser Investor to consummate the transactions contemplated hereby; or (c) except for any required filing under the HSR Act, require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Entity or any other Person on the part of the PurchaserInvestor.

Consents; No Violations. Neither Except as set forth on Schedule 4.6, neither the execution, delivery or performance by such Purchaser of this Agreement and or the other Transaction Ancillary Documents to which it is a party by Buyer nor the consummation of the transactions contemplated hereby or thereby will (a) conflict with, or result in a breach or a violation of, any provision of the organizational documents certificate of such Purchaserincorporation or bylaws of Buyer; (b) constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any Law, or (ii) any Commitment of such Purchaser, or Order to which such Purchaser Buyer is subject or by which Buyer or any of its assets properties is bound or (iii) any Permit or Commitment of Buyer or to which Buyer or any of its properties is subject, except, with respect to the matters set forth in clause (ii), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not have a material adverse effect on the ability of such Purchaser to consummate the transactions contemplated hereby; or (c) except for any required filing other than (i) under the HSR H-S-R Act, (ii) pursuant to stock exchange rules, (iii) pursuant to Regulation D of the Securities Act, and (iv) the filing of articles of merger in connection with the Mergers, require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Entity or third party; or (d) create any other Person on the part Encumbrance upon any of the Purchaserassets or properties of Buyer; except any such conflict, breach, violation, default, creation or requirement described in any of clause (a), (b), (c) or (d) that would not have a material adverse effect on Buyer's ability to consummate the transactions contemplated by this Agreement or the Ancillary Documents.

Consents; No Violations. Neither (a) Except for the requisite filings under the HSR Act and the expiration or termination of the waiting period thereunder, and except for all filings and other actions contemplated by this Agreement and the Ancillary Agreements (including the necessary transfer of filings, notices and approvals required to transfer the Regulatory Approvals from Seller to Buyer) (the “Consents”), the execution, delivery or and performance by such Purchaser Seller of this Agreement and the other Transaction Documents to which it is a party Ancillary Agreements and the consummation by Seller of the transactions contemplated hereby and thereby will not require any notice to, filing with, or the consent, approval or authorization of, any Person or Governmental Authority. (b) Neither the execution and delivery of this Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby will will (ai) conflict with, violate or result in a breach or a violation result in the acceleration or termination of, or the creation in any Third Party of the right to accelerate, terminate, modify or cancel, any Contract listed on Section 3.7 of the Seller Disclosure Schedule, (ii) conflict with, violate or result in a breach of any provision of the organizational documents certificate of such Purchaser; (b) constitute, with incorporation or without notice or the passage by-laws of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any LawSeller, or (iiiii) conflict with or violate in any Commitment of such Purchaser, or to which such Purchaser or any of its assets or properties is subject, except, with material respect to the matters set forth in clause (ii), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not have a material adverse effect on the ability of such Purchaser to consummate the transactions contemplated hereby; or (c) except for any required filing under the HSR Act, require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Entity or any other Person on the part of the PurchaserApplicable Law.

Consents; No Violations. Neither the execution, delivery or performance by such each Purchaser of this Agreement and the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby will (a) conflict with, or result in a breach or a violation of, any provision of the organizational documents of such Purchaserentity; (b) constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any Law, or (ii) any Commitment of such Purchaserentity, or to which such Purchaser entity or any of its assets or properties is subject, except, with respect to the matters set forth in clause (ii), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would could not have a material adverse effect Material Adverse Effect on the ability of such Purchaser entity to consummate the transactions contemplated hereby; or (c) except for any required filing under the HSR Act, require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Entity or any other Person on the part of the Purchasersuch entity.

Consents; No Violations. Neither the execution, delivery or performance by such Purchaser each of IMCG-I and IMCG-II of this Agreement and the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby will (a) conflict a)conflict with, or result in a breach or a violation of, any provision of the organizational documents of such Purchaserentity; (b) constituteb)constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any i)any Law, or (ii) any ii)any Commitment of such Purchaserentity, or to which such Purchaser entity or any of its assets or properties is subject, except, with respect to the matters set forth in clause (iiclause(ii), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would could not have a material adverse effect on the ability of such Purchaser entity to consummate the transactions contemplated hereby; or (c) except c)except for any required filing under the HSR Act, require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Entity or any other Person on the part of the Purchasersuch entity.

Consents; No Violations. Neither the execution, delivery or performance by such Purchaser the TCP Holders of this Agreement and the other Transaction Documents to which it is a party nor the consummation of the transactions conversion contemplated hereby or thereby will shall (a) conflict with, or result in a breach or a violation of, any provision of the certificate of incorporation, bylaws or other organizational documents of such Purchaser; any TCP Holder, (b) constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbranceany lien or charge, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any Lawlaw, or (ii) any Commitment provision of such Purchaser, any agreement or other instrument to which such Purchaser TCP Holder is a party or pursuant to which such TCP Holder or any of its assets or properties is subject, except, with respect to the matters set forth in clause (ii), except for breaches, violations, defaults, Encumbrancesliens or charges, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not have a material adverse effect on the materially adversely affect such TCP Holder’s ability of such Purchaser to consummate the transactions contemplated hereby; by this Agreement, or (c) except for any required filing under the HSR Act, require any consentconsents, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Entity or any other Person approvals and filings on the part of such TCP Holder, from or with any governmental entity except for the Purchaserconsents, approvals and filings which, if not made or obtained by such TCP Holder, would not materially adversely affect such TCP Holder’s ability to consummate the transactions contemplated by this Agreement.

Consents; No Violations. Neither the execution, delivery or performance by such Purchaser each of IMCG-l and IMCG-11 of this Agreement and the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby will (a) conflict with, or result in a breach or a violation of, any provision of the organizational documents of such Purchaserentity; (b) constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any Law, or (ii) any Commitment of such Purchaserentity, or to which such Purchaser entity or any of its assets or properties is subject, except, with respect to the matters set forth in clause (ii), for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would could not have a material adverse effect on the ability of such Purchaser entity to consummate the transactions contemplated hereby; or (c) except for any required filing under the HSR Act, require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Entity or any other Person on the part of the Purchasersuch entity.