Execution and Performance of Transaction Documents. The execution, delivery and performance by such Seller or New Kleinco, respectively, of the Transaction Documents to which such Seller or New Kleinco, respectively, is a party, do not, and the consummation of the transactions contemplated by this Agreement will not, subject to obtaining the Consents, approvals, authorizations and permits and making the filings described in Section 3.5 conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a Lien or right of modification, termination, cancellation or acceleration of any obligation or loss of a benefit under, or require that any Consent be obtained or any notice be given with respect to:
(1) such Seller’s or New Kleinco’s respective certificate of formation or operating agreement;
(2) any contract of such Seller or New Kleinco, respectively, in existence as of the date of this Agreement; or
(3) any order, writ, judgment, injunction, decree, statute, law, ordinance, rule or regulation of any Governmental Entity applicable to such Seller or New Kleinco, respectively, or by which or to which any portion of its respective properties or assets is bound or subject.
Execution and Performance of Transaction Documents. The execution, delivery and performance by National of the Transaction Documents to which National is a party do not, and the consummation of the transactions contemplated by this Agreement and compliance with the terms of this Agreement will not, subject to obtaining the Consents, approvals, authorizations and permits and making the filings described in this Section 3.5 conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a Lien or right of modification, termination, cancellation or acceleration of any obligation or loss of a benefit under, or require that any Consent be obtained or any notice be given with respect to:
(1) any of the Organizational Documents, as applicable, of National and each of its Subsidiaries as in effect on the date of this Agreement;
(2) except for the Material Contracts set forth on National Disclosure Schedule 3.10 with an asterisk, if any, any Material Contract or Permit applicable to National or any of its Subsidiaries or their respective properties or assets;
(3) any order, writ, judgment, injunction, decree, statute, law, rule or regulation of any Governmental Entity applicable to National or any of its Subsidiaries or by which or to which any portion of their respective properties or assets is bound or subject; or
(4) any properties or assets of National or any Subsidiary of National except, with respect to each of clauses (2) and (3), the violations, conflicts, breaches or defaults as would not reasonably be expected to have a Material Adverse Effect.
Execution and Performance of Transaction Documents. The execution, delivery and performance by Seller of the Transaction Documents to which Seller is a party do not, and the consummation of the contemplated transactions will not, subject to obtaining the Consents, approvals, authorizations and permits and making the filings described in Section 3.4 or as set forth on Sellers Disclosure Schedule 2.1:
(i) violate, conflict with, or result in any breach of any of the terms, conditions or provisions of Seller's certificate of formation or operating agreement, in the case of an entity Seller;
(ii) except as set forth on Sellers Disclosure Schedule 2.1, require a Consent or violate or result in any violation or breach of, or constitute a default (with or without due notice or lapse of time or both) under, or give rise to any right of termination under any of the terms, conditions or provisions of any material contract of Seller in existence as of the date of this Agreement; or
(iii) violate any order, writ, judgment, injunction, decree, statute, law, rule or regulation of any Governmental Entity applicable to Seller or by which or to which any portion of its respective properties or assets is bound or subject.
Execution and Performance of Transaction Documents. To the Knowledge of National, the execution, delivery and performance by National of the Transaction Documents to which National is a party do not, and the consummation of the contemplated transactions will not, subject to obtaining the Consents, approvals, authorizations and permits and making the filings described in this Section 3.4 Or as set forth on National Disclosure Schedule 3.4(a):
(i) violate, conflict with, or result in any breach of any of the terms, conditions or provisions of National's certificate of formation or limited liability company agreement or operating agreement or its Subsidiaries' respective certificates of incorporation or organization and bylaws or operating agreements, or similar documents;
(ii) except for Material Contracts set forth on National Disclosure Schedule 3.9 with an asterisk, if any, require a consent or violate or result in any violation or breach of, or constitute a default (with or without due notice or lapse of time or both) under, or give rise to any right of termination, with a material loss of any benefits by National or any Subsidiary of National under, or acceleration or cancellation of, any of the terms, conditions or provisions of any Material Contract in existence as of the date of this agreement;
(iii) violate any order, writ, judgment, injunction, decree, statute, law, rule or regulation of any Governmental Entity applicable to National or any of its Subsidiaries or by which or to which any portion of their respective properties or assets is bound or subject where such violation would have a Material Adverse Effect; or
(iv) result in the creation or imposition of any Lien upon any properties or assets of National or any Subsidiary of National except, with respect to each of clauses (ii) and (iii), the violations, conflicts, breaches or defaults as would not have a Material Adverse Effect.
