Common use of No Conflict; Consents Clause in Contracts

No Conflict; Consents. Except for filings under the HSR Act, the execution and delivery by Faraday of this Agreement and the Ancillary Agreements, and the consummation by Faraday of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof, do not (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of termination of, any contract, agreement, permit, license, authorization or obligation to which Faraday is a party or by which Faraday or any of its assets are bound, or any provision of the Organizational Documents of Faraday or any of its Subsidiaries; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to Faraday or (iii) require from Faraday any notice to, declaration or filing with, or consent or approval of any Governmental Authority, except, for such consents, approvals, notices, declaration or filings, which if not obtained or made, would not be reasonably likely to be, individually or in the aggregate, material. Prior to the date hereof, Faraday, or its “ultimate parent” as defined and interpreted under 16 C.F.R.

No Conflict; Consents. Except for filings under the HSR ActAct and as set forth on Section 4.04 of the Disclosure Schedule, the execution and delivery by Faraday ISI of this Agreement and the Ancillary Agreements, and the consummation by Faraday ISI of the transactions contemplated hereby and thereby in accordance with with, the terms hereof and thereof, do not (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of termination of, or cancellation or acceleration under, (A) any contract, agreementISI Material Agreement, permit, license, authorization or obligation Encumbrance to which Faraday ISI or any of its Subsidiaries is a party or by which Faraday ISI’s or any of its Subsidiaries’ assets are bound, or (B) any provision of the Organizational Documents of Faraday ISI or any of its Subsidiaries; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency or arbitrator applicable to Faraday ISI or any of its Subsidiaries, and/or result in the creation of any Encumbrance upon any of the assets of ISI or any of its Subsidiaries other than Permitted Encumbrances or (iii) require from Faraday ISI or any of its Subsidiaries any notice to, declaration or filing with, or consent or approval of any Governmental Authority, except, for in the case of each of (i), and (ii), where such consentsviolation, approvalsconflict, noticesdefault, declaration termination or filingsfailure to provide notice or to obtain consent or approval, which if not obtained or madeas applicable, would not be reasonably likely to be, individually or in the aggregate, material. Prior to the date hereof, Faraday, or its “ultimate parent” as defined and interpreted under 16 C.F.R..

No Conflict; Consents. Except for filings under the HSR ActAct and as set forth on Section 5.04 of the Disclosure Schedule, the execution and delivery by Faraday ILG of this Agreement and the Ancillary Agreements, and the consummation by Faraday ILG of the transactions contemplated hereby and thereby in accordance with with, the terms hereof and thereof, do not (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of termination of, or cancellation or acceleration under, (A) any contract, agreementILG Material Agreement, permit, license, authorization or obligation Encumbrance to which Faraday ILG or any of its Subsidiaries is a party or by which Faraday ILG’s or any of its Subsidiaries’ assets are bound, or (B) any provision of the Organizational Documents of Faraday ILG or any of its Subsidiaries; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency or arbitrator applicable to Faraday ILG or any of its Subsidiaries, and/or result in the creation of any Encumbrance upon any of the assets of ILG or any of its Subsidiaries other than Permitted Encumbrances or (iii) require from Faraday ILG or any of its Subsidiaries any notice to, declaration or filing with, or consent or approval of any Governmental Authority, except, for in the case of each of (i), and (ii), where such consentsviolation, approvalsconflict, noticesdefault, declaration termination or filingsfailure to provide notice or to obtain consent or approval, which if not obtained or madeas applicable, would not be reasonably likely to be, individually or in the aggregate, material. Prior to the date hereof, Faraday, or its “ultimate parent” as defined and interpreted under 16 C.F.R..

No Conflict; Consents. Except for for: (i) the filing of the Certificate of Merger as provided in Section 1.03; (ii) the filing of the Proxy Statement (as defined in Section 5.01) and a Schedule 13E-3 with the Securities and Exchange Commission (the "SEC") and other applicable requirements of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"); (iii) the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"); and (iv) such consents, approvals, orders, authorizations, registrations, declarations, and filings as may be required under applicable state securities laws and the HSR Actsecurities laws of any foreign country, the execution and delivery by Faraday Company of this Agreement and the Ancillary AgreementsAgreement, and the consummation by Faraday of the transactions contemplated hereby hereby, and thereby in accordance with the terms hereof and thereofperformance by Company of its obligations hereunder, do not and will not: (iA) violaterequire the consent, conflict with or result in a default (whether after the giving of noticeapproval, lapse of time or both) underaction, order, declaration, or give rise to a right of termination authorization of, any contractfiling or notice to, agreementor any registration with, any Person under any statute, law, rule, regulation, permit, license, authorization agreement, indenture, or obligation other instrument to which Faraday Company or any Subsidiary of Company is a party party, or to which any of their respective properties are subject; (B) violate the terms of any instrument, document, or agreement to which Company or any Subsidiary of Company is a party, or by which Faraday Company, any Subsidiary of Company, or the property of Company or any Subsidiary of its assets are Company is bound, or any provision of the Organizational Documents of Faraday or any of its Subsidiaries; (ii) violate or be in conflict with, result in a violation breach of, or constitute a default (whether after upon the giving of notice, notice or lapse of time time, or both) undera default under any such instrument, any provision document, or agreement or result in the creation of any law, regulation lien upon any of the property or rule, assets of Company or any order ofSubsidiary of Company, or any restriction imposed by, any court or other governmental agency applicable to Faraday or (iii) require from Faraday any notice to, declaration or filing with, or consent or approval of any Governmental Authority, except, except for such consentsviolations, approvalsconflicts, noticesbreaches, declaration or filings, which if not obtained or made, would not be reasonably likely to beand defaults which, individually or in the aggregate, material. Prior to the date hereofwould not have a Material Adverse Effect; (C) violate Company's Certificate of Incorporation or Bylaws; or (D) violate any order, Faradaywrit, injunction, decree, judgment, ruling, law, rule, or its “ultimate parent” regulation of any Governmental Entity (as defined in Section 8.13) applicable to Company, any Subsidiary of Company, the business or assets of Company, except for such violations which would not, individually or in the aggregate, have a Material Adverse Effect. Neither Company nor any Subsidiary of Company is subject to, or a party to, any mortgage, lien, lease, agreement, contract, instrument, order, judgment, or decree or any other material restriction of any kind or character which would prevent or hinder the continued operation of the business of Company and interpreted under 16 C.F.R.each Subsidiary of Company, taken as a whole, after the Closing on substantially the same basis as theretofore operated.

No Conflict; Consents. Except for filings under the HSR Act, the (a) The execution and delivery by Faraday of this Agreement and the Ancillary Agreementsby XXX does not, and the performance of this Agreement by XXX and the consummation by Faraday of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofwill not, do not (i) violate, conflict with constitute or result in a conflict, breach or violation of or default under, the Organizational Documents of XXX or its Subsidiaries, (ii) conflict with or violate any Law applicable to XXX or by which any property or asset of XXX or any of its Subsidiaries is bound or affected, (iii) require any consent or other action by any Person under, result in a breach or violation of or constitute a default (whether after the giving or an event that with notice or lapse of noticetime or both would become a default) under, give to others (immediately or with notice or lapse of time or both) any right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations under, or give rise result in the loss of any right or benefit to a right which XXX or any of termination ofits Subsidiaries is entitled under, any contract, agreement, permit, license, authorization or obligation Contract to which Faraday XXX or any of its Subsidiaries is a party or by which Faraday or any of its assets are bound, or any provision of the Organizational Documents of Faraday XXX or any of its Subsidiaries; (ii) violate or result in a violation of, or constitute a default any property or asset of XXX or any of its Subsidiaries, is bound or affected or (whether after the giving of notice, iv) result (immediately or with notice or lapse of time or both) underin the creation of a Lien on any property or asset of XXX or its Subsidiaries, any provision except in the case of any lawclauses (ii), regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to Faraday or (iii) require from Faraday and (iv) for any notice tosuch conflicts, declaration violations, breaches, defaults or filing with, or consent or approval of any Governmental Authority, except, for such consents, approvals, notices, declaration or filings, which if not obtained or made, other occurrences that would not be reasonably likely to benot, individually or in the aggregate, material. Prior reasonably be expected to prevent or materially delay or materially impair the date hereofability of XXX to perform its obligations under this Agreement. (b) The execution and delivery of this Agreement by XXX do not, Faradayand the performance of this Agreement by XXX will not, require any action, consent, approval, authorization or waiver of or filing with or notification to, or registration or qualification with, any Governmental Authority, except for applicable requirements, if any, of such consents, approvals, authorizations, waivers, filings and notifications that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of XXX to perform its “ultimate parent” as defined and interpreted obligations under 16 C.F.R.this Agreement.

No Conflict; Consents. (a) Except for filings under as set forth in Schedule 5.03(a), assuming the HSR ActAcquiror Stockholder Approval is obtained and the effectiveness of the Acquiror A&R Charter, the execution execution, delivery, and delivery performance by Faraday Acquiror and Merger Sub of this Agreement, and any Ancillary Agreement and the Ancillary Agreementsto which Acquiror or Merger Sub is a party, and the consummation by Faraday Acquiror and Merger Sub of the transactions contemplated hereby and thereby in accordance with thereby, including the terms hereof and thereofMerger, do not and will not, with or without the giving of notice or the lapse of time, or both, (ia) violate, conflict with or result in a violation or breach of any provision of Law, Permit or Governmental Order applicable to Acquiror or Merger Sub, (b) conflict with or result in a violation or breach of, or default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of termination of, any contract, agreement, permit, license, authorization or obligation to which Faraday is a party or by which Faraday or any of its assets are bound, or any provision of the Organizational Documents of Faraday Acquiror or Merger Sub, as the same may be amended from time to time, (c) require the consent or notice by any of its Subsidiaries; (ii) violate or Person under, conflict with, result in a violation ofor breach of any provision of or the loss of any benefit under, or constitute a default (whether after the giving of noticeor an event that, with or without notice or lapse of time or both) , would constitute a default under, or result in the acceleration or termination of or create in any provision party the right to accelerate, terminate, modify or cancel or amend any Contract to which Acquiror or Merger Sub is a party or by which it may be bound, or (d) result in the creation or imposition of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to Faraday or (iii) require from Faraday any notice to, declaration or filing with, or consent or approval Lien of any Governmental Authoritynature whatsoever upon any assets or property of Acquiror or Merger Sub, except, for such consentswith respect to the foregoing clauses (a), approvals(c) and (d), notices, declaration or filings, which if not obtained or made, as would not reasonably be reasonably likely expected to behave an adverse effect on Acquiror and Merger Sub, taken together, that is material individually or in the aggregate. (b) Except as set forth in Schedule 5.03, material. Prior to the date hereofno consent, Faradayapproval, or its “ultimate parent” authorization of, or designation, declaration, or filing with, any Governmental Authority or notice approval, consent, waiver or authorization from any Governmental Authority is required to be obtained or made by Acquiror or Merger Sub in connection with the execution, delivery and performance by Acquiror and Merger Sub of this Agreement or any Ancillary Agreement to which Acquiror or Merger Sub is a party or the taking by Acquiror or Merger Sub of any other action contemplated hereby or thereby, except for the effectiveness of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the effectiveness of the Registration Statement and such filings as defined may be required under the Securities Act, the Exchange Act, the HSR Act and interpreted under 16 C.F.R.any other applicable Antitrust Law.

No Conflict; Consents. (a) Except for filings under the HSR Actas set forth on Schedule 5.3(a), the execution and delivery by Faraday of this Agreement and the Ancillary Agreementsexecution, delivery and performance hereof by JVP does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation by Faraday of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofwill not, do not (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the charter documents or equivalent governing instruments of JVP; (ii) conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to JVP or any of its subsidiaries; (iii) conflict with, result in a breach of, constitute a default under (whether after with notice or the giving of notice, lapse of time or both) under), or give rise to a right accelerate or permit the acceleration of termination ofthe performance required by, or require any contract, agreement, permit, licenseconsent, authorization or obligation approval under, any Contract or other instrument to which Faraday any of JVP or any of its subsidiaries is a party or by which Faraday any of them is bound or to which any of their property is subject, except in the case of clause (iii), for those items which individually or in the aggregate would not reasonably be expected to have a JVP Material Adverse Effect; and (b) no consent, approval, license, permit, order or authorization of any Governmental Authority or other Person is required to be obtained or made by or with respect to JVP or any of its assets are boundAffiliates in connection with the execution, delivery, and performance of this Agreement and the Transaction Documents to which it is party or any provision the consummation of the Organizational Documents of Faraday transactions contemplated hereby and thereby, except (i) as have been waived or any of its Subsidiaries; obtained or with respect to which the time for asserting such right has expired or (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to Faraday or (iii) require from Faraday any notice to, declaration or filing with, or consent or approval of any Governmental Authority, except, for such consents, approvals, notices, declaration or filings, which if not obtained or made, would not be reasonably likely to be, individually or in the aggregate, material. Prior pursuant to the date hereof, Faraday, or its “ultimate parent” as defined and interpreted under 16 C.F.R.applicable requirements of the HSR Act.

No Conflict; Consents. Except for filings under the HSR Act, the The execution and delivery by Faraday Parent and MergerCo of this Agreement and the Ancillary AgreementsAgreement, and the consummation by Faraday Parent and MergerCo of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereof, do not (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of termination of, any contract, agreement, permit, license, authorization or obligation to which Faraday Parent or MergerCo is a party or by which Faraday or any of its assets are bound, or any provision of the Organizational Documents organizational documents of Faraday Parent or any of its Subsidiaries; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to Faraday Parent or MergerCo; or (iii) require from Faraday Parent or MergerCo any notice to, declaration or filing with, or consent or approval of any Governmental AuthorityAuthority or other third party, except, for in each case, (A) the filing required under the HSR Act (as defined in Section 7.4(a)), (B) the filing of the Certificate of Merger under the DGCL, (C) filings with the Securities and Exchange Commission and the New York Stock Exchange and (D) any such consentsviolation, approvalsconflict, noticesdefault, declaration termination or filings, which if not obtained failure to provide notice or made, to obtain consent or approval that would not be reasonably likely be expected to behave, individually or in the aggregate, material. Prior to the date hereof, Faraday, or its “ultimate parent” a Parent Material Adverse Effect (as defined and interpreted under 16 C.F.R.in Section 11.7).

No Conflict; Consents. Except for filings under The issue and sale of the HSR Act, Shares and the execution and delivery compliance by Faraday of the Company with this Agreement and the Ancillary Agreements, and the consummation by Faraday of the transactions contemplated hereby in this Agreement and thereby in accordance with the terms hereof and thereof, do Concurrent Public Offering will not (i) violate, conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right (i) any indenture, mortgage, deed of termination oftrust, any contract, loan agreement, permit, license, authorization lease or obligation other agreement or instrument to which Faraday the Company or any of its subsidiaries is a party or by which Faraday the Company or any of its assets are bound, subsidiaries is bound or to which any provision of the Organizational Documents property or assets of Faraday the Company or any of its Subsidiaries; subsidiaries is subject, (ii) violate the certificate of incorporation or result in a violation of, by-laws (or constitute a default (whether after other applicable organizational document) of the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, Company or any order ofof its subsidiaries, or any restriction imposed by, any court or other governmental agency applicable to Faraday or (iii) require from Faraday any notice tostatute or any judgment, declaration order, rule or filing with, or consent or approval regulation of any Governmental Authoritycourt or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except, in the case of clauses (i) and (iii) for such consentsdefaults, approvalsbreaches, notices, declaration or filings, which if not obtained or made, violations that would not be reasonably likely to benot, individually or in the aggregate, material. Prior reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the date hereofissue and sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement and the Concurrent Public Offering, Faradayexcept such as have been obtained under the Securities Act, the approval for listing on the Nasdaq Global Select Market and for such consents, approvals, authorizations, orders, registrations or its “ultimate parent” qualifications as defined and interpreted may be required under 16 C.F.R.state securities or Blue Sky laws in connection with the sale of the Shares by the Company as contemplated herein.

No Conflict; Consents. Except for filings under the HSR Act, the The execution and delivery by Faraday Sellers of this Agreement and the Ancillary Agreements, and the consummation by Faraday of the transactions contemplated hereby hereby, and thereby in accordance the compliance by such Sellers with any of the terms provisions hereof and or thereof, do not and shall not: (a) violate any law applicable to such Sellers or the Purchased Assets in any material respect; (b) require any notice to, filing with, or need to obtain any material Permit or other material authorization, consent, or approval of any Governmental Authority (excluding any Permits or other consents or approvals from any Governmental Authority that are customarily obtained as a matter of routine after Closing); (c) violate or breach any Transferred Permit in any material respect or give rise or result in the termination or cancellation of any material Transferred Permit; (d) require any notice to, filing with, or need to obtain any material Permit or other material authorization, consent, or approval of any Person (other than a Governmental Authority); or (e) (i) conflict with, violate, conflict with or result in a breach of or constitute a default under any Lease; (whether after ii) result in the giving of termination or acceleration of, or create in any party the right to accelerate, terminate, modify, or cancel any Lease; (iii) require any other notice, approval, or consent under any Lease; (iv) result in the creation of any lien under any Lease; or (v) constitute an event that, after notice or lapse of time or both) under, or give rise to a right of termination of, any contract, agreement, permit, license, authorization or obligation to which Faraday is a party or by which Faraday or any of its assets are bound, or any provision of the Organizational Documents of Faraday or any of its Subsidiaries; (ii) violate or would result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to Faraday or (iii) require from Faraday any notice to, declaration or filing with, or consent or approval of any Governmental Authority, except, for such consents, approvals, notices, declaration or filings, which if not obtained or made, would not be reasonably likely to be, individually or in the aggregate, material. Prior to the date hereof, Faraday, or its “ultimate parent” as defined and interpreted under 16 C.F.R.breach,

No Conflict; Consents. Except for filings under The execution, delivery and performance by the HSR Act, the execution and delivery by Faraday Company of this Agreement and the Ancillary AgreementsAgreements to which it is a party, and the consummation by Faraday of the transactions contemplated hereby and thereby in accordance with thereby, including the terms hereof and thereofMerger, do not and will not, with or without the giving of notice or the lapse of time, or both: (i) violate, conflict with or result in a violation or breach of, or default under, any Organizational Documents of the Company, as the same may be amended from time to time; (ii) conflict with or result in a violation or breach of any provision of any applicable Law, Permit or Governmental Order applicable to the Company; (iii) except as set forth on Schedule 4.03, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (whether after the giving of noticeor an event which, with notice or lapse of time time, or both, would constitute a default) under, or give rise to result in the termination or acceleration of, or a right of termination oftermination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any contractof the terms, agreementconditions or provisions of any Contract of the type described in Section 4.12(a), permitwhether or not set forth on Schedule 4.12(a), license, authorization or obligation any Permit to which Faraday the Company is a party or by which Faraday it or any of its assets are bound, or properties may be bound or affected or (iv) result in the creation or imposition of any provision Lien other than Permitted Liens on any properties or assets of the Organizational Documents of Faraday or any of its Subsidiaries; Company, except, with respect to the foregoing clauses (ii) violate or result in a violation of), or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to Faraday or (iii) require from Faraday any notice toand (iv), declaration or filing with, or consent or approval of any Governmental Authority, except, for such consents, approvals, notices, declaration or filings, which if not obtained or made, as would not be reasonably likely to benot, individually or in the aggregate, material. Prior reasonably be expected to be material to the date hereofCompany, Faraday, or its “ultimate parent” taken as defined and interpreted under 16 C.F.R.a whole.

No Conflict; Consents. Except for filings under The execution, delivery and performance by the HSR Act, Company and each of its subsidiaries of each of the execution and delivery by Faraday of this Agreement and the Ancillary Agreements, Transaction Documents to which such entity is a party and the consummation by Faraday of the transactions contemplated hereby and thereby in accordance with by the terms hereof and thereof, do Transaction Documents will not (i) violate, conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default (whether after the giving of notice, lapse of time or both) under, or, except for those permitted under the Credit Agreement, result in the creation or give rise to a right imposition of termination ofany Lien upon any property or assets of the Company or any of its subsidiaries pursuant to, any contractmaterial indenture, agreementmortgage, permitdeed of trust, license, authorization loan agreement or obligation other material agreement or instrument to which Faraday the Company or any of its subsidiaries is a party or by which Faraday the Company or any of its assets are bound, subsidiaries is bound or to which any provision of the Organizational Documents property or assets of Faraday the Company or any of its Subsidiaries; subsidiaries is subject, except for such conflict, breach or violation which would not, singularly or in the aggregate, have a Material Adverse Effect, (ii) violate or result in a any violation of, of the provisions of the charter or constitute a default by-laws of the Company or any of its subsidiaries or (whether after the giving of notice, lapse of time or bothiii) under, result in any provision violation of any law, regulation or rule, statute or any judgment, order, decree, rule or regulation of any court or arbitrator or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets (assuming compliance by the Purchasers with their representations, warranties and agreements set forth in Article IV hereof, except for such conflict, breach or violation which would not, singularly or in the aggregate, have a Material Adverse Effect; and (assuming compliance by the Purchasers with their representations, warranties and agreements set forth in Article IV hereof) no consent, approval, authorization or order of, or any restriction imposed byfiling or registration with, any such court or other arbitrator or governmental agency applicable or body under any such statute, judgment, order, decree, rule or regulation is required for the execution, delivery and performance by the Company and each of its subsidiaries of each of the Transaction Documents to Faraday or (iii) require from Faraday any notice towhich each is a party and the consummation of the transactions contemplated by the Transaction Documents, declaration or filing with, or consent or approval of any Governmental Authority, except, except for such consents, approvals, noticesauthorizations, declaration or filings, registrations or qualifications (i) which if not shall have been obtained or mademade on or prior to the Closing Date, would not be reasonably likely to be, individually or (ii) in the aggregate, material. Prior to case of performance or compliance with the date hereof, Faraday, or its “ultimate parent” Registration Rights Agreement and the Registration Rights Agreement (as defined in the New Notes Indenture), such as may be required to be obtained or made under the Securities Act and interpreted the Trust Indenture Act of 1939, as amended (iii) as may be required under 16 C.F.R.state or foreign securities and blue sky laws and the rules and regulations of the National Association of Securities Dealers, Inc. and (iv) as may be required to perfect Liens granted under the Credit Agreement.

No Conflict; Consents. (a) Except for filings under the HSR Actthose set forth on Schedule 4.5(a) (collectively, the execution “Company Required Governmental Authorizations”), no Governmental Authorization of, or filing with, any Governmental Authority is required on the part of Beyond6 or ANG in connection with the execution, delivery and delivery performance by Faraday Beyond6 of this Agreement and Agreement, the Ancillary Agreements, and other Transaction Documents or the consummation by Faraday of the transactions contemplated hereby and thereby thereby, except filings, consents or approvals which, if not made or obtained, would not, individually or in accordance with the terms hereof aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 4.5(b), and thereofassuming receipt of the Company Required Governmental Authorizations, do the execution, delivery and performance by Beyond6 of this Agreement and, the other Transaction Documents, and the consummation of the transactions contemplated hereunder and thereunder, will not (i) violate, conflict with or result in a default (whether after the giving any violation or breach of notice, lapse of time or both) under, or give rise to a right of termination of, any contract, agreement, permit, license, authorization or obligation to which Faraday is a party or by which Faraday or any of its assets are bound, or any provision of the Organizational Documents of Faraday Beyond6 or any of its Subsidiaries; ANG, (ii) violate require the consent by any Person under, conflict with, result in a breach or violation of or default under, or constitute or give rise to a termination, cancellation or acceleration or right of termination, cancellation or acceleration of any right or obligation under any Material Contract, (iii) result in a violation ofof or default under any Law or Governmental Authorization to which Beyond6 or ANG is subject, (iv) result in the creation or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision imposition of any lawLien (other than a Permitted Lien) on the Company Assets or (v) result in the cancellation, regulation modification or rulesuspension of any material Governmental Authorization used by, or any order ofGovernmental Authorization required for the ongoing operation of the Company, or any restriction imposed byexcept, any court or other governmental agency applicable to Faraday or in the case of each of the foregoing clauses (ii), (iii) require from Faraday any notice to, declaration or filing with, or consent or approval of any Governmental Authority, except, for such consents, approvals, notices, declaration or filings, which if not obtained or made, and (iv) as would not be reasonably likely to benot, individually or in the aggregate, material. Prior reasonably be expected to the date hereof, Faraday, or its “ultimate parent” as defined and interpreted under 16 C.F.R.have a Material Adverse Effect.

No Conflict; Consents. Except for filings under the HSR Actas set forth on Schedule 4.4, the execution execution, delivery and delivery performance by Faraday the Company of this Agreement and the Ancillary AgreementsAgreement, and the consummation by Faraday the Company of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereof, do not (i) violate or conflict with the Certificate of Incorporation or By-Laws or the certificate of incorporation or bylaws of any of its Subsidiaries; (ii) violate, breach or conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of termination of, of any contractContract (as defined in Section 4.12), agreement, permitpermit (including Company Licenses), lease, license, authorization or obligation to which Faraday the Company or any of its Subsidiaries is a party or by which Faraday the Company or its Subsidiaries or any of its their respective assets are bound, or any provision of the Organizational Documents of Faraday or any of its Subsidiaries; (iiiii) violate or result in a violation of, conflict with, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, Applicable Law (as defined in Section 11.7) or any order of, or any restriction imposed by, any court or other governmental agency Governmental Authority applicable to, binding upon or enforceable against the Company or any of its Subsidiaries except, in the case of clauses (ii) and (iii), such violations, breaches, conflicts, defaults or terminations that, individually or in the aggregate, would not reasonably be expected to Faraday have a Company Material Adverse Effect; or (iiiiv) require from Faraday the Company or any of its Subsidiaries any notice to, declaration or filing with, or consent or approval of any federal, state, local or foreign government, any governmental, regulatory or administrative authority, agency, bureau or commission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority, ") or other third party except, in the case of this clause (iv), for such consents, approvals, notices, declaration or declarations, filings, consents or approvals the failure of which if not obtained to make or made, obtain would not be reasonably likely to benot, individually or in the aggregate, material. Prior reasonably be expected to (A) prevent, impair or delay the date hereofconsummation of the Merger or (B) have an adverse impact on the Company and its Subsidiaries, Faradaytaken as a whole, or its “ultimate parent” as defined and interpreted under 16 C.F.R.in any material respect.

No Conflict; Consents. (a) Except for filings under the HSR Actas set forth on Schedule 5.3(a), the execution and delivery by Faraday of this Agreement and the Ancillary Agreementsexecution, delivery and performance hereof by JVP and KEG does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation by Faraday of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofwill not, do not (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the charter documents or equivalent governing instruments of JVP or KEG; (ii) conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to JVP, KEG or any of their respective subsidiaries; (iii) conflict with, result in a breach of, constitute a default under (whether after with notice or the giving of notice, lapse of time or both) under), or give rise to a right accelerate or permit the acceleration of termination ofthe performance required by, or require any contract, agreement, permit, licenseconsent, authorization or obligation approval under, any Contract or other instrument to which Faraday any of JVP, KEG or any of their respective subsidiaries is a party or by which Faraday or any of its assets are bound, them is bound or any provision of the Organizational Documents of Faraday or to which any of its Subsidiaries; (ii) violate or result their property is subject, except in a violation of, or constitute a default (whether after the giving case of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to Faraday or clause (iii) require from Faraday any notice to, declaration or filing with, or consent or approval of any Governmental Authority, except), for such consents, approvals, notices, declaration or filings, those items which if not obtained or made, would not be reasonably likely to be, individually or in the aggregate, material. Prior aggregate would not reasonably be expected to have a KM Material Adverse Effect or (iv) result in any restriction or limitation on Newco’s ability to operate or conduct the Eagle Ford Business after the Closing Dated based upon any Contract or other instrument referred to in clause (iii) above (without regard to the date hereofexception thereto); and (b) no consent, Faradayapproval, license, permit, order or its “ultimate parent” authorization of any Governmental Authority or other Person is required to be obtained or made by or with respect to the KM Parties or any of their Affiliates in connection with the execution, delivery, and performance of this Agreement and the Transaction Documents to which it is party or the consummation of the transactions contemplated hereby and thereby, except as defined and interpreted under 16 C.F.R.have been waived or obtained or with respect to which the time for asserting such right has expired.

No Conflict; Consents. Except for filings The execution and delivery by Parent and Merger Sub of this Agreement, the performance by Parent and Merger Sub of their respective obligations under this Agreement and the HSR Actconsummation of the transactions contemplated hereby, will not result in a Conflict with (i) any provision of the certificate of incorporation or bylaws of Parent or Merger Sub, (ii) any Contract to which either Parent or Merger Sub or any of its properties or assets (whether tangible or intangible) is subject, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to either Parent or Merger Sub or any of its properties (whether tangible or intangible) or assets, in each case except where the Conflict would not materially and adversely affect the ability of Parent to consummate the Merger. No consent, notice, waiver, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity or any third party, including a party to any Contract with Parent or Merger Sub (so as not to trigger any Conflict), is required by, or with respect to, Parent or Merger Sub in connection with the execution and delivery by Faraday of this Agreement and the Ancillary Agreements, and or the consummation by Faraday of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereby, do not except for (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of termination of, any contract, agreement, permit, license, authorization or obligation to which Faraday is a party or by which Faraday or any of its assets are bound, or any provision filing of the Organizational Documents Agreement of Faraday or any Merger and related officer's certificates with the Secretary of its Subsidiaries; State of the State of California, (ii) violate or result in a violation ofsuch other consents, or constitute a default (whether after the giving of noticewaivers, lapse of time or both) underauthorizations, any provision of any lawfilings, regulation or ruleapprovals and registrations as have already been obtained, or any order of, or any restriction imposed by, any court or other governmental agency applicable to Faraday or and (iii) require from Faraday any notice to, declaration or filing with, or consent or approval of any Governmental Authority, except, for such consents, approvals, notices, declaration or filings, the above-listed items which if not performed or obtained or made, would not be reasonably likely materially and adversely affect the ability of Parent to be, individually or in consummate the aggregate, material. Prior to the date hereof, Faraday, or its “ultimate parent” as defined and interpreted under 16 C.F.R.Merger.

No Conflict; Consents. Except for filings under the HSR Act, the The execution and delivery by Faraday the Company of this Agreement and the Ancillary AgreementsAgreement, and the consummation by Faraday the Company of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereof, do not (i) except as set forth on Schedule 4.4, violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of termination termination, material modification or acceleration of, any contractFranchise, agreement, permit, license, authorization Material Contract or obligation material Company License to which Faraday the Company or any of its Subsidiaries is a party or by which Faraday or any of its assets are bound, or any provision of the Organizational Documents of Faraday Company’s or any of its Subsidiaries’ assets are bound; (ii) violate any provision of the Company’s or result in a violation of, its Subsidiaries’ certificate of incorporation or constitute a default bylaws (whether after or other organizational documents); (iii) cause the giving of notice, lapse of time Company or both) under, its Subsidiaries to violate any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency Governmental Authority applicable to Faraday the Company or any of its Subsidiaries, except where such violation would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect; (iiiiv) except as set forth on Schedule 4.4, require from Faraday the Company or any of its Subsidiaries any notice to, declaration or filing with, or consent or approval of any Governmental AuthorityAuthority or other third party, exceptincluding any such notice, for such consentsdeclaration, approvalsfiling or consent that is necessary to prevent the termination of any right, noticesprivilege, declaration license or filingsqualification of the Company or its Subsidiaries; or (v) except as set forth on Schedule 4.4, which if not obtained or made, would not be reasonably likely to be, individually or result in the aggregatecreation of any Encumbrance or give to any Person other than Parent or MergerCo any interest, material. Prior right or claim, in or with respect to any of the date hereof, Faraday, Company’s or its “ultimate parent” as defined and interpreted under 16 C.F.R.Subsidiaries’ assets or properties.

No Conflict; Consents. Except for filings under the HSR Actas set forth on Schedule 4.4, the execution and delivery by Faraday the Company of this Agreement and the Ancillary AgreementsAgreement, and the consummation by Faraday the Company of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofhereof, do not (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of termination of, any contract, agreement, permit, license, authorization or obligation to which Faraday the Company or any of its Subsidiaries is a party or by which Faraday the Company or any of its assets are bound, or any provision of the Organizational Documents Certificate of Faraday Incorporation or any of its SubsidiariesBy-laws; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to Faraday the Company or any of its Subsidiaries or (iii) require from Faraday the Company or any of its Subsidiaries any notice to, declaration or filing with, or consent or approval of any federal, state, local or foreign government, any governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body (a “Governmental Authority”) or other third party, except, for in the case of (iii) above, where such consentsviolation, approvalsconflict, noticesdefault, declaration termination or filingsfailure to provide notice or to obtain consent or approval, which if not obtained or madeas applicable, would not be reasonably likely to behave, individually or in the aggregate, material. Prior to the date hereof, Faraday, or its “ultimate parent” as defined and interpreted under 16 C.F.R.a Company Material Adverse Effect.

No Conflict; Consents. Except for filings under the HSR Act, Neither the execution and delivery by Faraday of this Agreement and or the Ancillary Agreements, and other Loan Documents by any Loan Party nor the consummation by Faraday of the transactions herein or therein contemplated hereby and thereby in accordance or compliance with the terms and provisions hereof and thereofor thereof by any of them will conflict with, do not (i) violate, conflict with constitute a default under or result in a default any breach of (whether after a) the giving terms and conditions of noticethe certificate of incorporation, lapse bylaws, certificate of time or both) underlimited partnership, or give rise to a right of termination of, any contract, partnership agreement, permitcertificate of formation, licenselimited liability company agreement or other organizational documents of any Loan Party or (b) any Law or any material agreement or instrument or order, authorization writ, judgment, injunction or obligation decree to which Faraday any Loan Party or any of its Subsidiaries is a party or by which Faraday it or any of its assets are boundSubsidiaries is bound or to which it is subject or by which it is affected, or result in the creation or enforcement of any provision Lien whatsoever upon any property (now or hereafter acquired) of the Organizational Documents of Faraday any Loan Party or any of its Subsidiaries; Subsidiaries (iiother than Permitted Liens), except where such conflict, default, breach, creation or enforcement under this clause (b) violate would not reasonably be expected to have a Material Adverse Change. No consent, approval, exemption, order or result in a violation authorization of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to Faraday or (iii) require from Faraday any notice to, declaration registration or filing with, or consent notice to, any Official Body or approval any other Person is required by any Law or any agreement in connection with the execution, delivery and performance by, or enforcement against, any Loan Party of any Governmental Authority, except, for this Agreement and the other Loan Documents except such consents, approvals, notices, declaration or filings, which if not as has been obtained or madeissued and except where failure to obtain such consent, approval, NAI-0000000000v16 exemption, order or authorization would not reasonably be reasonably likely expected to be, individually or result in the aggregate, material. Prior to the date hereof, Faraday, or its “ultimate parent” as defined and interpreted under 16 C.F.R.a Material Adverse Change.

No Conflict; Consents. (a) Except for filings under the HSR Actas set forth on Schedule 4.3, neither the execution and delivery by Faraday Seller of this Agreement and nor the Ancillary Agreements, and performance by Seller of its obligations under this Agreement nor the consummation by Faraday Seller of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof, do not will (i) violateviolate any Law or Order, (ii) violate the certificate of limited partnership or Partnership Agreement of ALNG, (iii) violate or conflict with with, or result in a default (whether after the giving of notice, lapse of time or both) under, or give rise to a right of termination of, any contract, agreement, permit, license, authorization or obligation to which Faraday is a party or by which Faraday or any of its assets are bound, or breach in any provision of the Organizational Documents of Faraday or any of its Subsidiaries; (ii) violate or result in a violation of, or constitute a default (whether after the giving of noticeor any event which, with or without due notice or lapse of time time, or both, would constitute such a default) under, or result in the termination of, accelerate the performance required by, or result in the creation of any Lien upon the Partnership Interests or any of the properties or assets of ALNG under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation of which any of Seller or ALNG is a party or by which any of Seller, ALNG or any of their respective assets are bound, or (iv) require any consent or authorization from or filing with or notice to any Governmental Authority or any consent or authorization from or filing or notice to any other Person. (b) Except as set forth on Schedule 4.3 or, in the case of (ii) below, as would not reasonably be expected to have a Material Adverse Effect, the Conversion did not (i) violate any Law or Order in any material respect, (ii) violate or conflict with, or result in a breach in any provision of any law, regulation or rule, or any order of, or constitute a default (or any restriction imposed event which, with or without due notice or lapse of time, or both, would constitute such a default) under, or result in the termination of, accelerate the performance required by, or result in the creation of any court Lien upon the Partnership Interests or any of the properties or assets of ALNG under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other governmental agency applicable to Faraday instrument or obligation of which any of Seller or ALNG is a party or by which any of Seller, ALNG or any of their respective assets are bound, or (iii) require any consent or authorization from Faraday any notice to, declaration or filing with, with or notice to any Governmental Authority or any consent or approval of authorization from or filing or notice to any Governmental Authorityother Person, except, for such consents, approvals, notices, declaration in each case which consent or filings, which if authorization has not been obtained or made, would which notice has not be reasonably likely to be, individually or in the aggregate, material. Prior to the date hereof, Faraday, or its “ultimate parent” as defined and interpreted under 16 C.F.R.been duly provided.

No Conflict; Consents. Except for filings under the HSR Act, the execution and delivery by Faraday of this (a) This Agreement and the Ancillary Agreementsexecution, delivery and performance hereof by the Buyer Parties does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation by Faraday of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereofwill not, do not (i) violate, conflict with any of, result in any breach of, or require the consent of any Person under, the terms, conditions or provisions of the charter documents or equivalent governing instruments of any Buyer Party; (ii) conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to any of the Buyer Parties; (iii) conflict with, result in a breach of, constitute a default under (whether after with notice or the giving of notice, lapse of time or both) ), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or give rise to a right of termination ofany indenture, any contractmortgage, agreement, permitcontract, commitment, license, authorization concession, permit, lease, joint venture or obligation other instrument to which Faraday any of the Buyer Parties is a party or by which Faraday either of them is bound or to which any of its assets are boundtheir property is subject, or any provision except in the case of the Organizational Documents of Faraday or any of its Subsidiaries; clauses (ii) violate or result (iii), for those items which individually or in the aggregate would not reasonably be expected to have a violation ofBuyer Material Adverse Effect; and (b) no consent, approval, license, permit, order or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision authorization of any law, regulation or rule, or any order of, or any restriction imposed by, any court Governmental Authority or other governmental agency applicable Person is required to Faraday be obtained or made by or with respect to the Buyer Parties in connection with the execution, delivery, and performance of this Agreement and the Buyer Ancillary Documents or the consummation of the transactions contemplated hereby and thereby, except (i) as have been waived or obtained or with respect to which the time for asserting such right has expired, (ii) for those which individually or in the aggregate would not reasonably be expected to have a Buyer Material Adverse Effect or (iii) require from Faraday any notice to, declaration or filing with, or consent or approval of any Governmental Authority, except, for such consents, approvals, notices, declaration or filings, which if not obtained or made, would not be reasonably likely to be, individually or in the aggregate, material. Prior pursuant to the date hereof, Faraday, or its “ultimate parent” as defined and interpreted under 16 C.F.R.applicable requirements of the HSR Act.

No Conflict; Consents. Except for filings under the HSR Act, Neither the execution and delivery by Faraday of this Agreement and or the Ancillary Agreements, and other Loan Documents by any Loan Party nor the consummation by Faraday of the transactions herein or therein contemplated hereby and thereby in accordance or compliance with the terms and provisions hereof and thereofor thereof by any of them will conflict with, do not (i) violate, conflict with constitute a default under or result in a default any breach of (whether after a) the giving terms and conditions of noticethe certificate of incorporation, lapse bylaws, certificate of time or both) underlimited partnership, or give rise to a right of termination of, any contract, partnership agreement, permitcertificate of formation, licenselimited liability company agreement or other organizational documents of any Loan Party or (b) any Law or any material agreement or instrument or order, authorization writ, judgment, injunction or obligation decree to which Faraday any Loan Party or any of its Subsidiaries is a party or by which Faraday it or any of its assets are boundSubsidiaries is bound or to which it is subject or by which it is affected, or result in the creation or enforcement of any provision Lien whatsoever upon any property (now or hereafter acquired) of the Organizational Documents of Faraday any Loan Party or any of its Subsidiaries; Subsidiaries (iiother than Permitted Liens), except where such conflict, default, breach, creation or enforcement under this clause (b) violate would not reasonably be expected to have a Material Adverse Change. No consent, approval, exemption, order or result in a violation authorization of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to Faraday or (iii) require from Faraday any notice to, declaration registration or filing with, or consent notice to, any Official Body or approval any other Person is required by any Law or any agreement in connection with the execution, delivery and performance by, or enforcement against, any Loan Party of any Governmental Authority, except, for this Agreement and the other Loan Documents except such consents, approvals, notices, declaration or filings, which if not as has been obtained or made, would not be reasonably likely to be, individually issued and except for filings or recordings made in respect of the aggregate, material. Prior Liens created pursuant to the date hereof, Faraday, or its “ultimate parent” as defined and interpreted under 16 C.F.R.Collateral Documents.