Common use of No Conflict; Consent Clause in Contracts

No Conflict; Consent. Subject to compliance with the requirements and receipt of the approvals and consents set forth in Section 3.5 of the Disclosure Schedule, neither the execution, delivery nor performance by the Investor of this Agreement or the other Transaction Documents to be executed and delivered by the Investor pursuant hereto nor the consummation of the transactions contemplated hereby and thereby and compliance by the Investor with any of the provisions hereof and thereof will (a) conflict with or result in any breach of any provision of the organizational documents of the Investor, (b) require any consent, approval or notice under, violate or result in the violation of, conflict with or result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by or result in a right of termination or acceleration, result in the loss of a material benefit under or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Investor under any of the terms, conditions or provisions of any material contractual obligation of the Investor or (c) violate any law applicable to the Investor or to which any of its properties or assets may be bound, except in such case as would not materially impair or delay the Investor in the consummation of the transactions contemplated hereby. Subject to compliance with the requirements and receipt of the approvals and consents set forth in Section 3.5 of the Disclosure Schedule, no consent order or authorization of, or registration, declaration or filing with, any Governmental Authority is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby by the Investor.

No Conflict; Consent. Subject to compliance with the requirements and receipt of the approvals and consents set forth in Section 3.5 of the Disclosure Schedule, neither the (a) The execution, delivery nor delivery, and performance by the Investor such Blocker of this Agreement, and any Ancillary Agreement or the other Transaction Documents to be executed which such Blocker is a party, and delivered by the Investor pursuant hereto nor the consummation by such Blocker of the transactions contemplated hereby and thereby thereby, do not and compliance by the Investor with any of the provisions hereof and thereof will (a) conflict not, with or result in any breach without the giving of any provision notice or the lapse of the organizational documents of the Investortime, or both, (bi) require any consentassuming the making of all filings and notifications as may be required in connection with the transactions described herein under the Antitrust Laws and the receipt of all approvals, approval consents, authorizations, clearances, and waiting period expirations or notice under, violate or result terminations as may be required in connection with the violation oftransactions described herein under the Antitrust Laws, conflict with or result in a violation or breach of any provisions provision of any applicable Law or Governmental Order applicable to such entity, (ii) conflict with or result in a violation or breach of, or default under, any provision of such entity’s certificate of incorporation, bylaws or equivalent organizational documents, (iii) except as set forth in Section 5.03(a) of the Company Disclosure Schedules, require the consent, approval, authorization, waiver or notice by any Person under, conflict with, result in a violation or breach of, constitute a default (or an event whichthat, with or without notice or lapse of time or both, would constitute a default) default under, result in the termination ofacceleration of or create in any party the right to accelerate, accelerate the performance required terminate or modify, or cancel any Contract to which such entity is a party or by which it may be bound, or result in a right of termination or acceleration, result in the loss of a material benefit under or (iv) result in the creation or imposition of any Lien (Encumbrance other than Permitted Liens) Encumbrances upon any assets or property of the properties or assets of Investor under any of the terms, conditions or provisions of any material contractual obligation of the Investor or (c) violate any law applicable to the Investor or to which any of its properties or assets may be bound, such entity; except in such the case of clauses (i), (iii) and (iv) as would not materially impair reasonably be expected to have a Material Adverse Effect. (i) Assuming the making of all filings and notifications as may be required in connection with the transactions described herein under the Antitrust Laws and the receipt of all approvals, consents, authorizations, and waiting period expirations or delay terminations as may be required in connection with the Investor in transactions described herein under the consummation Antitrust Laws and (ii) except for the filing of the transactions contemplated hereby. Subject to compliance applicable Certificate of Merger with the requirements and receipt Secretary of State of the approvals and consents set forth in Section 3.5 State of the Disclosure ScheduleDelaware, no consent order or authorization ofconsent, or registrationapproval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to such Blocker in connection with the execution, delivery and performance of this Agreement or and any Ancillary Agreement to which it is a party and the consummation of the transactions contemplated hereby by the Investorand thereby.

No Conflict; Consent. Subject to compliance with the requirements and receipt of the approvals and consents set forth in Section 3.5 of the Disclosure Schedule, neither the The execution, delivery nor and performance by the Investor of this Agreement or the other Transaction Documents to be executed by such Supporting Shareholder do not, and delivered by the Investor pursuant hereto nor the consummation of the transactions contemplated hereby and thereby the Merger and compliance the other transactions contemplated by the Investor with any of the provisions hereof and thereof Merger Agreement will (a) conflict with not, constitute or result in any (i) a breach of any provision of the organizational documents of the Investor, (b) require any consent, approval or notice under, violate or result in the violation of, conflict or a default under, the Organizational Documents of such Supporting Shareholder (if such Supporting Shareholder is not a natural person), (ii) with or result in a breach of any provisions ofwithout notice, constitute a default (or an event which, with notice or lapse of time or both, would constitute a defaultbreach or violation of, a termination (or right of termination) of or a default under, result in the termination of, accelerate the performance required by or result in a right of termination or acceleration, result in the loss of a material any benefit under, the creation, modification or acceleration of any obligations under or result in the creation of any a Lien (other than Permitted Liens) upon on any of the properties properties, rights or assets of Investor under such Supporting Shareholder pursuant to any Contract binding upon such Supporting Shareholder or, assuming (solely with respect to performance of the terms, conditions or provisions of any material contractual obligation of the Investor or (c) violate any law applicable to the Investor or to which any of its properties or assets may be bound, except in such case as would not materially impair or delay the Investor in the consummation of this Agreement and the transactions contemplated hereby. Subject to ) compliance with the requirements and receipt of the approvals and consents set forth matters referred to in Section 3.5 5(d), under any applicable Law to which such Supporting Shareholder is subject or (iii) any change in the rights or obligations of any party under any Contract legally binding upon such Supporting Shareholder. Other than the Disclosure Schedulefilings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no consent order filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorization ofauthorizations are required to be obtained by such Supporting Shareholder from, or registrationto be given by such Supporting Shareholder to, declaration or filing be made by such Supporting Shareholder with, any Governmental Authority is required or any other Person in connection with the execution, delivery and performance by such Supporting Shareholder of this Agreement or Agreement, the consummation of the transactions contemplated hereby or the Merger or the other transactions contemplated by the InvestorMerger Agreement.

No Conflict; Consent. Subject to compliance with (a) No notice to, filing with, and no permit, authorization, consent or approval of any Governmental Entity or any private third party is necessary for the requirements and receipt consummation by Purchaser of the transactions contemplated by this Agreement, except for (a) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the securities laws of any foreign country; (b) such filings and approvals as may be required in any foreign jurisdiction; (c) such consents, approvals, orders, authorizations, registrations, declarations and filings as may have already been filed or obtained; and (d) such other consents, authorizations, filings, approvals and consents set forth registrations which, if not obtained or made, could not be reasonably expected to have a Purchaser Material Adverse Effect. (b) No consent, order, authorization, approval, declaration or filing is required on the part of Purchaser for or in Section 3.5 of the Disclosure Schedule, neither connection with the execution, delivery nor or performance by the Investor of this Agreement or and the other Transaction Documents to be executed agreements, documents and delivered instruments of Purchaser contemplated hereby. Neither the execution and delivery of this Agreement by the Investor pursuant hereto nor Purchaser, the consummation by Purchaser of the transactions contemplated hereby and thereby and nor compliance by the Investor Purchaser with any of the provisions hereof and thereof will (ai) conflict with or result in any breach of any provision of the organizational documents Purchaser’s certificate of the Investorincorporation or bylaws, (bii) require any consent, approval or notice under, violate or result in the violation of, conflict with or result in a violation or breach of any provisions of, or constitute a default (with or an event which, with without due notice or lapse of time or both, would constitute ) a default) under, result in the termination of, accelerate the performance required by default (or result in a give rise to any right of termination termination, cancellation or acceleration, result in the loss of a material benefit under acceleration or result in the creation of any Lien (other than Permitted LiensLien) upon any of the properties or assets of Investor under under, any of the terms, conditions or provisions of any material contractual note, bond, mortgage, indenture, license, permit, authorization, franchise, contract, agreement or other instrument or obligation of the Investor or (c) violate any law applicable to the Investor or to which Purchaser is a party or by which it or any of its properties or assets may be boundbound or (iii) violate any order, except in such case as would not materially impair writ, injunction, decree, statute, rule or delay the Investor in the consummation of the transactions contemplated hereby. Subject regulation applicable to compliance with the requirements and receipt of the approvals and consents set forth in Section 3.5 of the Disclosure Schedule, no consent order or authorization ofPurchaser, or registration, declaration its properties or filing with, any Governmental Authority is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby by the Investor.assets. WEST\229704094.6 #PageNum#

No Conflict; Consent. Subject (a) No notice to compliance with the requirements or filing with, and receipt of the approvals and consents set forth in Section 3.5 of the Disclosure Scheduleno permit, neither authorization, waiver, consent or approval of, any Governmental Entity, or any other Person is necessary for the execution, delivery nor or performance by the Investor of this Agreement and the other agreements contemplated hereby by the Company or the other Transaction Documents to be executed and delivered consummation by the Investor pursuant hereto nor Company of the transactions contemplated by this Agreement, except for (i) filings required under Regulation D of the Securities Act; (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the securities laws of any foreign country; (iii) such antitrust filings as may be required in any jurisdiction; and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, could not be reasonably expected to have a Company Material Adverse Effect. (b) No consent, order, authorization, approval, declaration or filing is required on the part of the Company for or in connection with the execution, delivery or performance of this Agreement and the other agreements, documents and instruments of the Company contemplated hereby. Neither the execution and delivery of this Agreement by the Company, the consummation by the Company of the transactions contemplated hereby and thereby and nor compliance by the Investor Company with any of the provisions hereof and thereof will (ai) conflict with or result in any breach of any provision of the organizational documents of the InvestorCurrent Operating Agreement, (bii) require any consent, approval or notice under, violate or result in the violation of, conflict with or result in a violation or breach of any provisions of, or constitute a default (with or an event which, with without due notice or lapse of time or both, would constitute ) a default) under, result in the termination of, accelerate the performance required by default (or result in a give rise to any right of termination termination, cancellation or acceleration, result in the loss of a material benefit under acceleration or result in the creation of any Lien (other than Permitted LiensLien) upon any of the properties or assets of Investor under under, any of the terms, conditions or provisions of any material contractual note, bond, mortgage, indenture, license, permit, authorization, franchise, contract, agreement or other instrument or obligation of the Investor or (c) violate any law applicable to the Investor or to which the Company is a party or by which it or any of its properties or assets may be boundbound or (iii) violate any order, except in such case as would not materially impair writ, injunction, decree, statute, rule or delay regulation applicable to the Investor in the consummation of the transactions contemplated hereby. Subject to compliance with the requirements and receipt of the approvals and consents set forth in Section 3.5 of the Disclosure Schedule, no consent order Company or authorization ofany Subsidiary, or registration, declaration their respective properties or filing with, any Governmental Authority is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby by the Investorassets.

No Conflict; Consent. Subject to compliance with the requirements and receipt of the approvals and consents set forth in Section 3.5 of the Disclosure Schedule, neither the The execution, delivery nor and performance by the Investor of this Agreement or the other Transaction Documents to be executed by such Supporting Shareholder does not, and delivered by the Investor pursuant hereto nor the consummation of the transactions contemplated hereby and thereby the Mergers and compliance the other transactions contemplated by the Investor with any of the provisions hereof and thereof A&R Merger Agreement will (a) conflict with not, constitute or result in any (i) a breach of any provision of the organizational documents of the Investor, (b) require any consent, approval or notice under, violate or result in the violation of, conflict or a default under, the Organizational Documents of such Supporting Shareholder (if such Supporting Shareholder is not a natural person), (ii) with or result in a breach of any provisions ofwithout notice, constitute a default (or an event which, with notice or lapse of time or both, would constitute a defaultbreach or violation of, a termination (or right of termination) of or a default under, result in the termination of, accelerate the performance required by or result in a right of termination or acceleration, result in the loss of a material any benefit under, the creation, modification or acceleration of any obligations under or result in the creation of any a Lien (other than Permitted Liens) upon on any of the properties properties, rights or assets of Investor under such Supporting Shareholder pursuant to any Contract binding upon such Supporting Shareholder or, assuming (solely with respect to performance of the terms, conditions or provisions of any material contractual obligation of the Investor or (c) violate any law applicable to the Investor or to which any of its properties or assets may be bound, except in such case as would not materially impair or delay the Investor in the consummation of this Agreement and the transactions contemplated hereby. Subject to ) compliance with the requirements and receipt of the approvals and consents set forth matters referred to in Section 3.5 5(d), under any applicable Law to which such Supporting Shareholder is subject or (iii) any change in the rights or obligations of any party under any Contract legally binding upon such Supporting Shareholder. Other than the Disclosure Schedulefilings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no consent order filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorization ofauthorizations are required to be obtained by such Supporting Shareholder from, or registrationto be given by such Supporting Shareholder to, declaration or filing be made by such Supporting Shareholder with, any Governmental Authority is required or any other Person in connection with the execution, delivery and performance by such Supporting Shareholder of this Agreement or Agreement, the consummation of the transactions contemplated hereby or the Mergers or the other transactions contemplated by the InvestorA&R Merger Agreement.

No Conflict; Consent. Subject to compliance with the requirements and receipt of the approvals and consents set forth in Section 3.5 of the Disclosure Schedule, neither the The execution, delivery nor and performance by the Investor of this Agreement or the other Transaction Documents to be executed by such Supporting Shareholder does not, and delivered by the Investor pursuant hereto nor the consummation of the transactions contemplated hereby and thereby the Merger and compliance the other transactions contemplated by the Investor with any of the provisions hereof and thereof Merger Agreement will (a) conflict with not, constitute or result in any (i) a breach of any provision of the organizational documents of the Investor, (b) require any consent, approval or notice under, violate or result in the violation of, conflict or a default under, the Organizational Documents of such Supporting Shareholder (if such Supporting Shareholder is not a natural person), (ii) with or result in a breach of any provisions ofwithout notice, constitute a default (or an event which, with notice or lapse of time or both, would constitute a defaultbreach or violation of, a termination (or right of termination) of or a default under, result in the termination of, accelerate the performance required by or result in a right of termination or acceleration, result in the loss of a material any benefit under, the creation, modification or acceleration of any obligations under or result in the creation of any a Lien (other than Permitted Liens) upon on any of the properties properties, rights or assets of Investor under such Supporting Shareholder pursuant to any Contract binding upon such Supporting Shareholder or, assuming (solely with respect to performance of the terms, conditions or provisions of any material contractual obligation of the Investor or (c) violate any law applicable to the Investor or to which any of its properties or assets may be bound, except in such case as would not materially impair or delay the Investor in the consummation of this Agreement and the transactions contemplated hereby. Subject to ) compliance with the requirements and receipt of the approvals and consents set forth matters referred to in Section 3.5 5(d), under any applicable Law to which such Supporting Shareholder is subject or (iii) any change in the rights or obligations of any party under any Contract legally binding upon such Supporting Shareholder. Other than the Disclosure Schedulefilings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no consent order filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorization ofauthorizations are required to be obtained by such Supporting Shareholder from, or registrationto be given by such Supporting Shareholder to, declaration or filing be made by such Supporting Shareholder with, any Governmental Authority is required or any other Person in connection with the execution, delivery and performance by such Supporting Shareholder of this Agreement or Agreement, the consummation of the transactions contemplated hereby or the Merger or the other transactions contemplated by the InvestorMerger Agreement.