Common use of Consents; No Violations Clause in Contracts

Consents; No Violations. Neither the execution, delivery or ----------------------- performance by such Purchaser of this Agreement or any of 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 provision of any agreement or other instrument to which such Purchaser is a party or pursuant to which the Purchaser or 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 materially adversely affect the ability of such Purchaser to consummate the transactions contemplated by this Agreement or any Transaction Document to which it is a party; or (c) except for any required filing under the HSR Act and the filings set forth on Schedule 3.7, 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 the Purchaser of this Agreement or any of the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby will shall (ai) 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 the Purchaser; (bii) 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 provision of any agreement or other instrument to which such the Purchaser is a party or pursuant to which the Purchaser 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, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not materially adversely affect the ability of such the Purchaser to consummate the transactions contemplated by this Agreement or any Transaction Document to which it is a party; or (ciii) except for any required filing under the HSR Act and the filings set forth on Schedule 3.7, 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 the Purchaser, except for (a) the Consents, Approvals and Filings required under the Exchange Act and applicable state securities laws, (b) the Consents, Approvals and Filings set forth on Schedule 3.10 and (c) such other Consents, Approvals and Filings which the failure of the Purchaser to make or obtain would not materially adversely affect the ability of the Purchaser to consummate the transactions contemplated by this Agreement or any Transaction Document.

Consents; No Violations. Neither the execution, delivery or ----------------------- performance by such Purchaser Holding of this Agreement or any (including, without limitation, the performance of the other Transaction Documents Holding's obligations pursuant to which it is a party Section 5.10) nor the consummation of the transactions contemplated hereby or thereby will shall (ai) conflict with, or result in a breach or a violation of, any provision of the organizational documents certificate of such Purchaserincorporation or bylaws of Holding; (bii) 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 provision of any agreement or other instrument to which such Purchaser Holding is a party or pursuant to which the Purchaser Holding or its assets or properties is subject, except, with respect to the matters set forth in clause (ii), except 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 materially adversely affect the ability of such Purchaser Holding to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement or any Transaction Document to which it is a partyAgreement; or (ciii) except for any required filing under the HSR Act and the filings set forth on Schedule 3.7, 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 Holding, except for such Consents, Approvals and Filings which the Purchaserfailure of Holding to make or obtain would not materially adversely affect the ability of Holding to perform its obligations under this Agreement and to consummate the transactions contemplated by this Agreement.

Consents; No Violations. Neither the execution, delivery or ----------------------- performance by such Purchaser WCAS Holders of this Agreement or any of 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; WCAS Holder, where applicable, (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 provision of any agreement or other instrument to which such Purchaser WCAS Holder is a party or pursuant to which the Purchaser such WCAS 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 materially adversely affect the such WCAS Holder’s ability of such Purchaser to consummate the transactions contemplated by this Agreement or any Transaction Document to which it is a party; Agreement, or (c) except for any required filing under the HSR Act and the filings set forth on Schedule 3.7, 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 WCAS Holder, from or with any governmental entity except for the Purchaserconsents, approvals and filings which, if not made or obtained by such WCAS Holder, would not materially adversely affect such WCAS Holder’s ability to consummate the transactions contemplated by this Agreement.

Consents; No Violations. Neither the execution, delivery or ----------------------- performance by such Purchaser Holder of this Agreement or any of the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby will shall (a) in the case of any Holder that is not a natural person, 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; 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 provision of any agreement or other instrument to which such Purchaser Holder is a party or pursuant to which the Purchaser such 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 materially adversely affect the such Holder’s ability of such Purchaser to consummate the transactions contemplated by this Agreement or any Transaction Document to which it is a party; Agreement, or (c) except for any required filing under the HSR Act and the filings set forth on Schedule 3.7, 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 Holder, from or with any governmental entity except for the Purchaserconsents, approvals and filings which, if not made or obtained by such Holder, would not materially adversely affect such Holder’s ability to consummate the transactions contemplated by this Agreement.

Consents; No Violations. Neither the execution, delivery or ----------------------- performance by such Purchaser the TCP Holders of this Agreement or any of 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 provision of any agreement or other instrument to which such Purchaser TCP Holder is a party or pursuant to which the Purchaser 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 materially adversely affect the such TCP Holder’s ability of such Purchaser to consummate the transactions contemplated by this Agreement or any Transaction Document to which it is a party; Agreement, or (c) except for any required filing under the HSR Act and the filings set forth on Schedule 3.7, 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.