Common use of No Conflict; Consents Clause in Contracts

No Conflict; Consents. (a) This Agreement and the execution, delivery and performance hereof by each of the WFSG Parties does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will 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 either of the WFSG Parties; (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 the WFSG Parties or any of their subsidiaries; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any Contract or other instrument to which any of the WFSG Parties or any of their subsidiaries is a party or by which any of them is bound or to which any of their property is subject, except in the case of clauses (ii) or (iii), for those items which individually or in the aggregate would not reasonably be expected to have a WFSG Material Adverse Effect; and

No Conflict; Consents. (a) This Agreement and the The execution, delivery and performance hereof of this Agreement by each of the WFSG Parties OMP and OMP Operating does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not, (i) violate, conflict with any ofwith, result in any breach of, of or require the consent of any Person under, under any of the terms, conditions or provisions of the charter documents Organizational Documents of OMP or equivalent governing instruments of either of the WFSG PartiesOMP Operating; (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 the WFSG Parties OMP, OMP Operating or any property or asset of their subsidiariesOMP or OMP Operating; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any Contract indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which any of the WFSG Parties OMP or any of their subsidiaries OMP Operating is a party or by which any of them it is bound or to which any of their its property is subject, except in the case of clauses (ii) or and (iii), ) for those items which that, individually or in the aggregate aggregate, would not reasonably be expected to have a WFSG Material Adverse Effect; andaffect the ability of any of OMP or OMP Operating to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

No Conflict; Consents. (a) This Except for filings under the HSR Act and as set forth on Section 5.04 of the Disclosure Schedule, the execution and delivery by ILG of this Agreement and the execution, delivery and performance hereof by each of the WFSG Parties does notAncillary Agreements, and the fulfillment and compliance with the terms and conditions hereof and the consummation by ILG of the transactions contemplated hereby will notand thereby in accordance with, the terms hereof and thereof, 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 either of the WFSG Parties; (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 the WFSG Parties or any of their subsidiaries; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or after the giving of notice, lapse of time or both)) under, or accelerate or permit the acceleration give rise to a right of the performance required bytermination of, or require any consent, authorization cancellation or approval acceleration under, (A) any Contract ILG Material Agreement, permit, license, or other instrument Encumbrance to which any of the WFSG Parties ILG or any of their subsidiaries its Subsidiaries is a party or by which ILG’s or any of them is bound its Subsidiaries’ assets are bound, or to which (B) any provision of the Organizational Documents of ILG or any of their property is subjectits Subsidiaries; (ii) violate or result in a violation of, except 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 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 ILG or any of its Subsidiaries any notice to, declaration or filing with, or consent or approval of any Governmental Authority, except, in the case of clauses each of (i), and (ii) or (iii), for those items which where such violation, conflict, default, termination or failure to provide notice or to obtain consent or approval, as applicable, would not be reasonably likely to be, individually or in the aggregate would not reasonably be expected to have a WFSG Material Adverse Effect; andaggregate, material.

No Conflict; Consents. (a) This Agreement and the The execution, delivery and performance hereof of this Agreement by each of the WFSG Parties such DevCo does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not, (i) violate, conflict with any ofwith, result in any breach of, of or require the consent of any Person under, under any of the terms, conditions or provisions of the charter documents or equivalent governing instruments of either of the WFSG PartiesOrganizational Documents such DevCo; (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 the WFSG Parties such DevCo or any of their subsidiariesits property or assets; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any Contract indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which any of the WFSG Parties or any of their subsidiaries such DevCo is a party or by which any of them it is bound or to which any of their its property is subject, except in the case of clauses (ii) or and (iii), ) for those items which that, individually or in the aggregate aggregate, would not reasonably be expected to have a WFSG Material Adverse Effect; andaffect the ability of such DevCo to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

No Conflict; Consents. (a) This Except for such filings as may be required under the HSR Act, this Agreement and the execution, delivery and performance hereof by each of the WFSG Parties Buyer does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will 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 either of the WFSG PartiesBuyer; (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 the WFSG Parties Buyer or any of their its subsidiaries; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any Contract or other instrument to which any of the WFSG Parties Buyer or any of their its subsidiaries is a party or by which any of them is bound or to which any of their property is subject, except in the case of clauses (ii) or clause (iii), for those items which individually or in the aggregate would not reasonably be expected to have a WFSG Buyer Material Adverse Effect; and.

No Conflict; Consents. (a) This Agreement and the The execution, delivery and performance hereof of this Agreement by each of the WFSG Parties GP Merger Sub does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not, (i) violate, conflict with any ofwith, result in any breach of, of or require the consent of any Person under, under any of the terms, conditions or provisions of the charter documents or equivalent governing instruments Organizational Documents of either of the WFSG PartiesGP Merger Sub; (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 the WFSG Parties GP Merger Sub or any property or asset of their subsidiariesGP Merger Sub; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any Contract indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which any of the WFSG Parties or any of their subsidiaries GP Merger Sub is a party or by which any of them it is bound or to which any of their its property is subject, except in the case of clauses (ii) or and (iii), ) for those items which that, individually or in the aggregate aggregate, would not reasonably be expected to have a WFSG Material Adverse Effect; andaffect the ability of GP Merger Sub to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

No Conflict; Consents. (a) This Agreement and the The execution, delivery and performance hereof of this Agreement by each of the WFSG Parties Corp Sub does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not, (i) violate, conflict with any ofwith, result in any breach of, of or require the consent of any Person under, under any of the terms, conditions or provisions of the charter documents or equivalent governing instruments Organizational Documents of either of the WFSG PartiesCorp Sub; (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 the WFSG Parties Corp Sub or any property or asset of their subsidiariesCorp Sub; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any Contract indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which any of the WFSG Parties or any of their subsidiaries Corp Sub is a party or by which any of them it is bound or to which any of their its property is subject, except in the case of clauses (ii) or and (iii), ) for those items which that, individually or in the aggregate aggregate, would not reasonably be expected to have a WFSG Material Adverse Effect; andaffect the ability of Corp Sub to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

No Conflict; Consents. (a) This Agreement and the execution, delivery and performance hereof by each of the WFSG Parties Buyer does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will 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 either of the WFSG PartiesBuyer; (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 the WFSG Parties or any of their subsidiariesBuyer; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any Contract indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which any of the WFSG Parties or any of their subsidiaries Buyer is a party or by which any of them it is bound or to which any of their its property is subject, except in the case of clauses (ii) or (iii), for those items which individually or in the aggregate would not reasonably be expected to have a WFSG Buyer Material Adverse Effect; and

No Conflict; Consents. (a) This Except as set forth on Schedule 5.3(a), this Agreement and the execution, delivery and performance hereof by each of the WFSG Parties JVP and KEG does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will 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 either of the WFSG PartiesJVP 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 the WFSG Parties JVP, KEG or any of their respective subsidiaries; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any Contract or other instrument to which any of the WFSG Parties JVP, KEG or any of their respective subsidiaries is a party or by which any of them is bound or to which any of their property is subject, except in the case of clauses (ii) or clause (iii), for those items which individually or in the aggregate would not reasonably be expected to have a WFSG KM Material Adverse EffectEffect 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 exception thereto); and

No Conflict; Consents. (a) This Agreement and the execution, delivery and performance hereof by each of the WFSG Buyer Parties does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will 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 either of the WFSG Partiesany 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 the WFSG Parties or any of their subsidiariesthe Buyer Parties; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any Contract indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which any of the WFSG Buyer Parties or any of their subsidiaries is a party or by which any either of them is bound or to which any of their property is subject, except in the case of clauses (ii) or (iii), for those items which individually or in the aggregate would not reasonably be expected to have a WFSG Buyer Material Adverse Effect; and

No Conflict; Consents. (a) This Agreement and the execution, delivery and performance hereof by each of the WFSG Buyer Parties does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will 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 either of the WFSG Partiesany 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 the WFSG Parties or any of their subsidiariessuch Buyer Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any Contract indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which any of the WFSG Parties or any of their subsidiaries such Buyer Party is a party or by which any either of them is bound or to which any of their property is subject, except in the case of clauses (ii) or (iii), for those items which individually or in the aggregate would not reasonably be expected to have a WFSG Buyer Material Adverse Effect; and

No Conflict; Consents. (a) This Agreement Except as set forth in Article 3 with respect to the prior approval and consent of the FCC, and except for consents contemplated by Section 6.16 with respect to the HSR Act, and except as listed on Schedule 4.3 of the Schedule Volume hereto, the execution, delivery and performance hereof by each of the WFSG Parties does not, this Agreement and the fulfillment and compliance with the terms and conditions hereof Seller Documents and the consummation of the transactions contemplated hereby and thereby, will not, 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 either of the WFSG Parties; (ii) conflict with or violate any provision of any law the Certificate of Incorporation or administrative rule the Bylaws of Seller or regulation Parent, (ii) with or any judicialwithout the giving of notice or the passage of time, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to the WFSG Parties or any of their subsidiaries; (iii) conflict withboth, result in a breach of, or violate, or be in conflict with, or constitute a default under (whether with notice or the lapse of time or both)under, or accelerate or permit the acceleration of the performance required bytermination of, or require any consentconsent or authorization under, authorization or approval cause or permit acceleration under, any Contract Material Contract, or other instrument to which result in the loss or adverse modification of any of the WFSG Parties Authorizations or Intangibles, (iii) require the consent of any party to any Material Contract, (iv) result in the creation or imposition of any Lien upon any of the Purchased Assets, (v) violate any law, rule or regulation or any order, judgment, decree or award of any court, governmental authority or arbitrator to or by which Seller or Parent or any of their subsidiaries the Purchased Assets is a party subject or by which any of them is bound or to which any of their property is subject, except in the case of clauses (ii) bound; or (iii)vi) require the consent, for those items which individually approval or authorization of, or any declaration, filing or registration with, or notice to, any governmental or regulatory authority in connection with the aggregate would not reasonably be expected to have a WFSG Material Adverse Effect; andexecution, delivery and performance of this Agreement or the Seller Documents or the consummation of the transactions contemplated hereby and thereby.

No Conflict; Consents. (a) This Agreement and the The execution, delivery and performance hereof of this Agreement by each of the WFSG Parties Development and Assignor does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not, (i) violate, conflict with any ofwith, result in any breach of, or require the consent of any Person under, any of the terms, conditions or provisions of the charter certificate of formation, limited partnership agreement, limited liability company agreement or other organizational documents of Development or equivalent governing instruments of either of the WFSG PartiesAssignor; (ii) violate, conflict with, result in any breach of, or require the consent of any Person under, any of the terms, conditions or provisions of the certificate of formation, limited liability company agreement or other organizational documents of the Company; (iii) conflict with or violate any provision of any law Law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree Governmental Order applicable to Development, Assignor or the WFSG Parties Company; or any of their subsidiaries; (iiiiv) conflict with, result in a breach of, constitute a default under (whether with notice or the 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 result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any Contract indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which any of Development, Assignor or the WFSG Parties or any of their subsidiaries Company is a party or by which any of them is bound them, their respective properties or to which any of their property is subjectthe Company Assets are bound; other than, except in the case of each of clauses (iiiii) or and (iii)iv) above, for those any such items which that, individually or in the aggregate aggregate, have not had and would not reasonably be expected to have a WFSG Material Adverse Effect; andmaterial adverse effect on the ability of Assignor to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.