Common use of No Approvals or Conflicts Clause in Contracts

No Approvals or Conflicts. Assuming the Regulatory Approvals are sought and obtained in accordance with this Agreement, neither the execution and delivery by each Seller of this Agreement or the Ancillary Agreements to which it is a party, nor the consummation by such Seller or any of its Affiliates of the Transaction, will (a) conflict with or violate any provision of such Seller’s Governing Documents, (b) subject to Section 14.12, conflict with the consummation of the NTM Merger in accordance with its terms or conflict with, or result in any violation of or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, loss of rights, adverse modification of provisions, cancellation or acceleration of any obligation under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the Transferred Assets under any provision of the NTM Merger Agreement, (c) require on the part of such Seller any Permit, (d) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or create in any Person any right to terminate or cancel any Transferred Contract under clauses (i) or (ii) of the definition of Transferred Contract, or (e) violate any Law or Governmental Order, other than, in the case of clauses (c), (d) and (e), any such conflict, breach, default, termination, cancellation, imposition or violation that, or notice, consent, waiver, or Permit, the failure of which to make or be obtained, would not, individually or in the aggregate, reasonably be expected to be material to the Business.

No Approvals or Conflicts. Assuming Other than in respect of the Regulatory Approvals are sought and obtained in accordance with this Agreementthe Subsequent Regulatory Approvals, neither none of the execution and delivery by each Seller Buyer of this Agreement or the Ancillary Agreements Transaction Documents to which it is a party, nor the performance by Buyer of its obligations hereunder or thereunder, or the consummation by such Seller Buyer or any of its Affiliates of the Transaction, will (a) conflict with or violate any provision of such SellerBuyer’s Governing Documents, (b) subject to Section 14.12, conflict with the consummation of the NTM Merger in accordance with its terms or conflict with, or result in any violation of or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, loss of rights, adverse modification of provisions, cancellation or acceleration of any obligation under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the Transferred Assets under any provision of the NTM Merger Agreement, (c) require on the part of such Seller Buyer any Permit, (dc) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, violate, or create in any Person any right to terminate modify, terminate, accelerate or cancel any Transferred obligation under any material Contract under clauses to which Buyer is party or by which its assets are bound, (i) or (ii) of the definition of Transferred Contract, or (ed) violate any Law or Governmental OrderOrder or (e) result in the creation or imposition of any Encumbrance other than a Permitted Encumbrance on any of its assets, other than, in the case of clauses (c), (db) and through (e), any such Permit, conflict, breach, default, violation, termination, cancellation, imposition or violation that, or notice, consent, waiver, or Permit, the failure of which to make or be obtained, would not, individually or in the aggregate, would not reasonably be expected to be have a material adverse effect on the ability of Buyer to consummate the BusinessTransaction in accordance with the terms hereof.