Common use of No Breach; Consents Clause in Contracts

No Breach; Consents. Except as set forth on Schedule 4.2, the execution, delivery and performance of this Agreement and each other Transaction Document to which any of the Companies is or will be a party does not and will not: (a) contravene any provision of the Organizational Documents of the Companies; (b) violate or conflict with any Law, Order or Governmental Authorization; (c) conflict with, result in any breach of any of the provisions of, constitute a default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a Consent under any Contract or Governmental Authorization that is either binding upon or enforceable against any Company; (d) result in the creation of any Encumbrance upon any Company or any of the assets of any Company; or (e) require any Governmental Authorization.

No Breach; Consents. Except as set forth on Schedule 4.23.3, the execution, delivery and performance by each member of the Seller Group of this Agreement and each other Transaction Document to which any such member of the Companies is or Seller Group will be a party does not and will not: not (a) contravene any provision of the Organizational Documents of the Companies; (b) violate or conflict with any Law, Order or Governmental Authorization; (cb) conflict with, result in any breach of any of the provisions of, constitute a default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a Consent under any Contract material contract or Governmental Authorization that is either binding upon or enforceable against any Companysuch member of the Seller Group; (dc) result in the creation of any Encumbrance upon any Company the Equity Interests or any of the assets of any Companythe Companies; or (ed) require any Governmental Authorization.

No Breach; Consents. Except as set forth on Schedule 4.2, the The execution, delivery and performance by Purchaser of this Agreement Agreement, and by each other Transaction Document of the Purchasing Companies of the Ancillary Agreements to which any each of the Companies is or will be them shall become a party does party, shall not and will not: (a) contravene any provision of the Organizational Documents of the Purchasing Companies; (b) violate or conflict with any Law, Order Law or Governmental AuthorizationOrder; (c) conflict with, result in any breach of any of the provisions of, constitute a default (or any event which that would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a Consent under under, any Contract or Governmental Authorization that is either binding upon or enforceable against any Company; (d) result in the creation of any Encumbrance upon any Company or any of the assets of any CompanyPurchasing Companies; or (ed) require any Governmental Authorization.

No Breach; Consents. Except as set forth on Schedule 4.2, the The execution, delivery and performance of this Agreement and each other Transaction Document to which any of the Companies is or will be a party does not and will not: (a) contravene any provision of the Organizational Documents of the Companies; (ba) violate or conflict with any Law, Order or Governmental Authorization; (cb) conflict with, result in any breach of any of the provisions of, constitute a default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) under, result in a any violation of, increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or or, except as set forth on Schedule 4.2, require a Consent under any Material Contract or Governmental Authorization that is either binding upon or enforceable against any Company; (dc) result in the creation of any Encumbrance upon any Company or any of the assets of any Company; or (ed) require any Governmental Authorization.

No Breach; Consents. Except as set forth on Schedule 4.2, the (a) The execution, delivery and performance by Buyer of this Agreement and each other Transaction Document the Ancillary Agreements to which any of the Companies is or it will be become a party does not and will not: , assuming that all consents, approvals, authorizations and other actions described in Section 5.3(b) have been obtained and all filings and obligations described in Section 5.3(b) have been made, (ai) contravene any provision of the Organizational Documents of the CompaniesBuyer; (bii) violate or conflict with any Law, Governmental Order or Governmental AuthorizationEntity; or (ciii) conflict with, result in any breach of any of the provisions of, constitute a default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a Consent, including any Consent under any Contract or Governmental Authorization that is either binding upon or enforceable against any Company; (d) result in the creation of any Encumbrance upon any Company or any of the assets of any Company; or (e) require any Governmental AuthorizationBuyer.

No Breach; Consents. Except as set forth on Schedule 4.2, the The execution, delivery and performance of this Agreement and each other Transaction Document the Ancillary Agreements, to which any the Company is a party, by the Company and the consummation of the Companies is Transactions do not and, with or will be a party does not and without notice or lapse of time or both, will not, in each case: (a) contravene violate any provision of the Organizational Documents Company Certificate of Incorporation or the CompaniesCompany Bylaws; (b) violate or violate, conflict with any Law, Order or Governmental Authorization; (c) conflict with, result in any the material breach of any of the provisions terms or conditions of, result in material modification of the effect of, or otherwise give any other contracting party the right to terminate or accelerate any rights under, or constitute a default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation ofany Material Contract; (c) violate any Order against, increase or binding upon, the burdens underCompany or upon its securities, result in the terminationproperties, amendment, suspension, modification, abandonment assets or acceleration of payment (or any right to terminate) or require a Consent under any Contract or Governmental Authorization that is either binding upon or enforceable against any Companybusiness; (d) violate, in any material respect, any statute, Law or regulation of any jurisdiction or any Permit; (e) require on the part of the Company any filing with, notice to, or Consent of any Governmental Entity or of any other Person, except for the filing of the Certificate of Merger under the DGCL; or (g) result in the creation of any Encumbrance upon any Company or Lien on any of the material assets or properties of any the Company; or (e) require any Governmental Authorization.

No Breach; Consents. Except as set forth on Schedule 4.2To their Knowledge, the execution, delivery and performance of this Agreement and each other Transaction Document to which any of the Companies is or by Shareholders will be a party does not and will not: (a) contravene any provision of the Organizational Documents of the CompaniesCompany or any Subsidiary; (b) violate or conflict with any Law, Governmental Order or Governmental Authorization; (c) conflict with, result in any breach of any of the provisions of, constitute a default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or ), require a Consent Consent, including any Consent, under any Contract or Governmental Authorization that is either binding upon or enforceable against the Company or any CompanySubsidiary other than the Consent of Mirant; (d) result in the creation of any Encumbrance upon the Company or any Company Subsidiary or any of the assets of the Company or any CompanySubsidiary; or (e) require any Governmental Authorization.