Common use of No Conflict or Default Clause in Contracts

No Conflict or Default. None of the execution, delivery or performance of this Agreement by Parent or Merger Sub, the consummation by Parent or Merger Sub of the transactions contemplated hereby or compliance by Parent or Merger Sub with any of the provisions herein will (i) result in a violation or breach of, contravene or conflict with the certificate of incorporation or bylaws, or similar organizational documents, of Parent or Merger Sub, (ii) assuming compliance with the matters referred to in Section 6.3(c) of the Merger Agreement, conflict with or result in a violation or breach of any applicable Judgment or any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c) of the Merger Agreement, require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default or termination under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any provision of any contract binding upon Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien (as defined by the Merger Agreement) on any asset of Parent or any of its Subsidiaries, with only such exceptions, in the case of each of clauses (ii) through (iv), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

No Conflict or Default. None of the The execution, delivery or and performance by Parent and Merger Sub of this Agreement by Parent or do not, and, except as described in Section 5.3(a) of the Merger SubAgreement, the consummation by Parent or Merger Sub of the transactions contemplated hereby or compliance by Parent or Merger Sub with any of the provisions herein hereof will not (i) result in a any violation or breach of, contravene or conflict with the certificate default or change of incorporation or bylaws, or similar organizational documents, of Parent or Merger Sub, control (ii) assuming compliance with the matters referred to in Section 6.3(c) of the Merger Agreement, conflict with or result in a violation or breach of any applicable Judgment or any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c) of the Merger Agreement, require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time time, or both, would constitute a default or termination ) under, or cause give rise to a right of, or permit the result in, termination, cancellationmodification, cancellation or acceleration or other change of any right or obligation or to the loss of any a benefit to which Parent or Merger Sub is entitled under any provision material Contract, loan, guarantee of any contract Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise or right binding upon Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business of Parent and its Subsidiaries or (iv) result in the creation or imposition of any Lien (as defined by upon any of the Merger Agreement) on any asset properties, rights or assets of Parent or Merger Sub, other than Permitted Liens, (ii) conflict with or result in any violation of any provision of the Parent Governing Documents or (iii) conflict with or violate any Laws applicable to Parent or Merger Sub or any of its Subsidiariestheir respective properties or assets, with only such exceptions, other than in the case of each of clauses (iii) through and (iviii), as any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

No Conflict or Default. None Except for any competition, antitrust and investment Applicable Laws or regulations of foreign jurisdictions and the execution1934 Act, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or any other Person is necessary for the execution and delivery or performance of this Agreement by each of Parent or Merger Suband Buyer, the consummation by each of Parent or Merger Sub and Buyer of the transactions contemplated hereby and the compliance by each of Parent and Buyer with the provisions hereof. None of the execution and delivery of this Agreement by each of Parent and Buyer, the consummation by each of Parent and Buyer of the transactions contemplated hereby or compliance by each of Parent or Merger Sub and Buyer with any of the provisions herein hereof will (i) result in a violation or breach of, contravene or conflict with the certificate of incorporation or bylaws, or similar organizational documents, of Parent or Merger Sub, constitute (ii) assuming compliance with the matters referred to in Section 6.3(c) of the Merger Agreement, conflict with or result in a violation or breach of any applicable Judgment or any provision of any applicable Law, (iii) assuming compliance with the matters referred to in Section 6.3(c) of the Merger Agreement, require any consent or other action by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute ) a default (or termination under, or cause or permit the give rise to any third-party right of termination, cancellation, acceleration modification or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other change instrument or obligation of any right kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or obligation or the loss of any benefit voting trust, to which Parent or Merger Sub is entitled under any provision of any contract binding upon Parent or Merger Sub or any Authorization affecting, or relating in any way to, the assets or the business each of Parent and its Subsidiaries Buyer is a party or by which each of Parent and Buyer, as applicable, or any of each of Parent’s and Buyer’s, as applicable properties or assets may be bound, (ii) violate any judgment, order, writ, injunction, decree or award of any court, administrative agency or other Governmental Authority that is applicable to each of Parent and Buyer or any of each of Parent’s and Buyer’s properties or assets, (iii) constitute a violation by either Parent or Buyer of any Applicable Law or regulation of any jurisdiction or (iv) result in the creation contravene or imposition conflict with either of any Lien Parent’s or Buyer’s memorandum and articles of association (as defined by applicable), in each case, except for any conflict, breach, default or violation described above which would not adversely affect in any material respect the Merger Agreement) on any asset ability of either Parent or any of Buyer to perform its Subsidiaries, with only such exceptions, in obligations hereunder or to consummate the case of each of clauses (ii) through (iv), as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effecttransactions contemplated hereby.