Common use of Consents; Non-Contravention Clause in Contracts

Consents; Non-Contravention. Except for the filing of a notification and report form under the HSR Act and any other applicable Antitrust Laws and the expiration or termination of the applicable waiting periods thereunder, neither Purchaser nor Merger Sub is required to give any notice to, make any filing with or obtain any authorization, consent, Order or approval of any Governmental Authority in connection with its execution and delivery of this Agreement and the other Transaction Documents or the consummation by it of the Transactions. Neither the execution, delivery and performance of this Agreement and the other Transaction Documents by Purchaser or Merger Sub, nor the consummation by it of the Transactions: (a) will violate any provision of the Governing Documents of Purchaser or Merger Sub, in any material respects, (b) will conflict with, result in a material breach of, or constitute a material default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under, any Contract to which Purchaser or Merger Sub is a party, subject or otherwise bound, except in each case where such conflict, breach, default or event would not be material to Purchaser’s or Merger Sub’s ability to consummate the Transactions or to perform their respective obligations under this Agreement and the other Transaction Documents, or (c) will violate any material Law or material Order to which Purchaser or Merger Sub or any of Purchaser’s or Merger Sub’s assets or businesses is subject or otherwise bound.

Consents; Non-Contravention. Except for the filing of a notification and report form filings under the HSR Act and any other applicable Antitrust Laws and the expiration or termination of the applicable waiting periods thereunderLaws, neither Purchaser nor Merger Sub is required to give any notice to, make any filing with or obtain any authorization, consent, Order or approval of any Governmental Authority Person in connection with its execution and delivery of this Agreement and the other Transaction Documents or the consummation by it of the Transactions and the Other Transactions. Neither the execution, delivery and performance of this Agreement and the other Transaction Documents by Purchaser or Merger Sub, nor the consummation by it of the Transactions and the Other Transactions: (a) will violate any provision of the Governing Documents of Purchaser or Merger Sub, in any material respects, ; (b) will conflict with, result in a material breach of, or constitute a material default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under, any Contract unsatisfied written or oral contract, agreement, Permit, indenture, mortgage, debenture, note or other instrument to which Purchaser or Merger Sub is a party, subject to or otherwise bound, except in each case where such conflict, breach, default or event would not be material to Purchaser’s or Merger Sub’s ability to consummate the Transactions or to perform their respective obligations under this Agreement and the other Transaction Documents, or ; (c) will violate any material Law or material Order to which Purchaser or Merger Sub or any of Purchaser’s or Merger Sub’s assets or businesses is subject or otherwise bound; or (d) will result in the creation or imposition of any Lien upon any of the assets or businesses of Purchaser or Merger Sub, except in the case of clauses (b), (c) and (d) above, for any such conflict, breach, default, event, loss, violation, creation or imposition as would not have a Purchaser Material Adverse Effect.