Common use of No Conflict or Violation; Consents and Approvals Clause in Contracts

No Conflict or Violation; Consents and Approvals. Neither the execution and delivery of this Agreement by the Buyer nor the consummation of the transactions contemplated hereby by the Buyer will (a) violate any provision of the certificate of incorporation or by-laws of the Buyer, (b) require the consent, waiver or approval of any Governmental Entity, except for (i) the expiration of the applicable waiting period under the HSR Act, (ii) consents and approvals to be made and obtained before the Closing and those which have been made and obtained and (iii) such consents and approvals as, if not made or obtained, will not, in the aggregate, have a Buyer Material Adverse Effect, (c) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or any obligation to repay) under, any of the terms, conditions or provisions of any indenture, mortgage, note, bond, encumbrance, license, contract, lease, franchise, permit, agreement or other instrument or obligation to which the Buyer is a party or by which the Buyer or any of its properties or assets may be bound, except for such violations, breaches and defaults as, in the aggregate, will not have a Buyer Material Adverse Effect or (d) violate any order, writ, judgment, injunction, decree, statute, ordinance, rule or regulation of any Governmental Entity applicable to the Buyer or by which any of its properties or assets may be bound, except for such violations as, in the aggregate, will not have a Buyer Material Adverse Effect.

No Conflict or Violation; Consents and Approvals. Neither (a) Except as set forth in Schedule 4.5(a), subject to the execution and following proviso, neither the execution, delivery or performance by Seller of this Agreement by or the Buyer Ancillary Agreements, nor the consummation by Seller of the transactions contemplated hereby by the Buyer and thereby, will (ai) violate or conflict with any provision of the certificate of incorporation or by-laws bylaws of Seller or any such organizational document of any of the Buyer, (b) require the consent, waiver or approval of any Governmental Entity, except for (i) the expiration of the applicable waiting period under the HSR ActTransferred Entities, (ii) consents and approvals to be made and obtained before the Closing and those which have been made and obtained and (iii) such consents and approvals asviolate, if not made conflict with, or obtained, will not, in the aggregate, have a Buyer Material Adverse Effect, (c) result in a violation or breach of, or constitute a breach or default under (with or without the giving of notice or lapse passage of time or both) ), or result in the termination of, or accelerate the performance required by, or result in a default (or give rise to any right of termination, cancellation termination or acceleration or any obligation to repay) under, any of the terms, conditions or provisions of any indenture, mortgage, note, bond, encumbrance, license, contract, lease, franchise, permit, agreement or other instrument or obligation Contract to which the Buyer Seller is a party or by which the Buyer Purchased Assets, the Transferred Entities or Subsidiary Stock are bound or (iii) violate any of its properties Law or assets may be boundGovernmental Order applicable to Seller, except for the Business, the Purchased Assets, the Transferred Entities or the Subsidiary Stock excluding from the foregoing clauses (ii) and (iii) above, such violations, breaches and defaults asconflicts, in the aggregatebreaches, will defaults, terminations or accelerations which would not have a Buyer Material Adverse Effect material effect on the Business or Seller’s ability to consummate the transactions contemplated hereby; provided, however, that, notwithstanding the foregoing, Seller makes none of the foregoing representations and warranties in clauses (ii) or (diii) violate any orderwith respect to the HoldCo Contracts or their assignment to (x) Contract HoldCo pursuant to the provisions of Section 3.5(a) or (y) the subsequent transfer of such entities to Buyer or a wholly-owned subsidiary of Buyer. (b) Except as set forth in Schedule 4.5(b), writno consent, judgmentapproval of notice under, injunctionorder or authorization of, decreeor registration, statutedeclaration or filing with, ordinance, rule or regulation of any Governmental Entity applicable Authority is required by or with respect to Seller or any Affiliate of Seller as a result of the execution, delivery and performance of this Agreement by Seller or the consummation of the transactions contemplated hereby, except (i) for those required under or in relation to the Buyer HSR Act or by which any of its properties other Regulatory Law and (ii) where any failures to obtain such consents, approvals, orders or assets may be boundauthorizations or to make such registrations, except for such violations as, in the aggregate, will declarations or filings would not have a Buyer Material Adverse Effectmaterial effect on the Business or Seller’s ability to consummate the transactions contemplated hereby.

No Conflict or Violation; Consents and Approvals. (a) Neither the execution and execution, delivery or performance by Buyer of this Agreement by or the Buyer Ancillary Agreements, nor the consummation by Buyer of the transactions contemplated hereby by the Buyer and thereby will (ai) violate or conflict with any provision of the certificate of incorporation or by-laws bylaws of the Buyer, (b) require the consent, waiver or approval of any Governmental Entity, except for (i) the expiration of the applicable waiting period under the HSR Act, (ii) consents and approvals to be made and obtained before the Closing and those which have been made and obtained and (iii) such consents and approvals asviolate, if not made conflict with, or obtained, will not, in the aggregate, have a Buyer Material Adverse Effect, (c) result in a violation or breach of, or constitute a breach or default under (with or without the giving of notice or lapse passage of time or both) ), or result in the termination of, or accelerate the performance required by, or result in a default (or give rise to any right of termination, cancellation termination or acceleration or any obligation to repay) under, any of the terms, conditions or provisions of any indenture, mortgage, note, bond, encumbrance, license, contract, lease, franchise, permit, contract or agreement or other instrument or obligation to which the Buyer is a party or by which the Buyer or any of its properties or assets may be are bound, or (iii) violate any Law or Governmental Order applicable to Buyer, except in the case of each of clauses (i) and (ii) above, for such violations, breaches and defaults asbreaches, in the aggregatedefaults, will terminations or accelerations which would not reasonably be expected to have a Buyer Material Adverse Effect or (d) violate any order, writ, judgment, injunction, decree, statute, ordinance, rule or regulation of any Governmental Entity applicable to the on Buyer or to materially adversely affect the ability of Buyer to consummate the transactions contemplated hereby. (b) No consent, approval or authorization of or from, notice to or declaration, filing or registration with any domestic or foreign Governmental Authority or any other Person is required to be made or obtained by which any Buyer in connection with the execution, delivery and performance of its properties or assets may be boundthis Agreement and the consummation of the transactions contemplated hereby, except for where failure to obtain such violations asconsent, in the aggregateapproval or authorization or to make such notice, will declaration, filing or registration would not reasonably be expected to have a Buyer Material Adverse EffectEffect on Buyer or to materially adversely affect the ability of Buyer to consummate the transactions contemplated hereby.

No Conflict or Violation; Consents and Approvals. Neither the execution and delivery of this Agreement by the Buyer nor the consummation of the transactions contemplated hereby by the Buyer will (a) violate any provision of the certificate of incorporation or by-laws (or other comparable governing documents) of the Buyer, (b) require the consent, waiver consent or approval of any Governmental Entity, except for (i) the expiration of the applicable waiting period under the HSR Act, (ii) consents and approvals to be made and obtained before the Closing and those which have been made and obtained and (iiiii) such consents and approvals asapprovals, which, if not made or obtained, will not, in the aggregate, have a Buyer Material Adverse Effect, Effect or (c) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or any obligation to repay) under, any of the terms, conditions or provisions of any indenture, mortgage, note, bond, encumbrance, license, government registration, contract, lease, franchise, permit, agreement or other instrument or obligation to which the Buyer is a party or by which the Buyer or any of its properties or assets may be bound, except for such violations, breaches and defaults aswhich, in the aggregate, will not have a Buyer Material Adverse Effect or (d) violate any order, writ, judgment, injunction, decree, statute, ordinance, rule or regulation of any Governmental Entity applicable to the Buyer or by which any of its properties or assets may be bound, except for such violations aswhich, in the aggregate, will not have a Buyer Material Adverse Effect.

No Conflict or Violation; Consents and Approvals. Neither the execution and delivery of this Agreement by the Buyer nor the consummation of the transactions contemplated hereby by the Buyer will (a) violate any provision of the certificate articles of incorporation or by-laws (or other comparable governing documents) of the Buyer, (b) require the consent, waiver waiver, or approval of any Governmental Entity, except for (i) the expiration of the applicable waiting period under the HSR Act, (ii) consents and approvals to be made and obtained before the Closing and those which have been made and obtained and (iiiii) such consents and approvals as, if not made or obtained, will not, in the aggregate, have a Buyer Material Adverse Effect, (c) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration cancellation, acceleration, or any obligation to repay) under, any of the terms, conditions conditions, or provisions of any indenture, mortgage, note, bond, encumbrance, license, contract, lease, franchise, permit, agreement agreement, or other instrument or obligation to which the Buyer is a party or by which the Buyer or any of its properties or assets may be bound, except for such violations, breaches and defaults as, in the aggregate, will not have a Buyer Material Adverse Effect material adverse effect, or (d) violate any order, writ, judgment, injunction, decree, statute, ordinance, rule rule, or regulation of any Governmental Entity applicable to the Buyer or by which any of its properties or assets may be bound, except for such violations as, in the aggregate, will not have a Buyer Material Adverse Effect.

No Conflict or Violation; Consents and Approvals. Neither the execution and delivery of this Agreement by the Buyer nor the consummation of the transactions contemplated hereby by the Buyer will (a) violate any provision of the certificate of incorporation or by-laws (or other comparable governing documents) of the Buyer, (b) require the consent, waiver or approval of any Governmental Entity, except for (i) the expiration of the applicable waiting period under the HSR Act, (ii) consents and approvals to be made and obtained before the Closing and those which have been made and obtained and (iiiii) such consents and approvals as, if not made or obtained, will not, in the aggregate, have a Buyer Material Adverse Effect, (c) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or any obligation to repay) under, any of the terms, conditions or provisions of any indenture, mortgage, note, bond, encumbrance, license, contract, lease, franchise, permit, agreement or other instrument or obligation to which the Buyer is a party or by which the Buyer or any of its properties or assets may be bound, except for such violations, breaches and defaults as, in the aggregate, will not have a Buyer Material Adverse Effect or (d) violate any order, writ, judgment, injunction, decree, statute, ordinance, rule or regulation of any Governmental Entity applicable to the Buyer or by which any of its properties or assets may be bound, except for such violations as, in the aggregate, will not have a Buyer Material Adverse Effect.

No Conflict or Violation; Consents and Approvals. Neither the execution and delivery of this Agreement by the Buyer Seller nor the consummation of the transactions contemplated hereby hereby, nor the fulfillment of the terms and compliance with the provisions hereof, by the Buyer Seller will (a) violate any provision of the certificate of incorporation or by-laws (or other comparable governing documents) of Seller, the Company or any of the BuyerProject Subsidiaries, (b) require the consent, waiver or approval of any Federal, state, local or foreign government, or regulatory authority, agency or commission, including courts of competent jurisdiction, domestic or foreign (a "Governmental Entity"), except for (i) the expiration of the applicable waiting period under the HSR Act, (ii) consents and approvals to be made and obtained before the Closing and those which have been made and obtained and (iiiii) such consents and approvals aswhich, if not made or obtained, will not, in the aggregate, have a Buyer Material Adverse EffectEffect or impair the ability of Seller to consummate the transactions contemplated by this Agreement, (c) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or any obligation to repay) under, any of the terms, conditions or provisions of any indenture, mortgage, note, bond, encumbrance, license, government registration, contract, lease, franchise, permit, agreement or other instrument or obligation to which Seller, the Buyer Company or any of the Project Subsidiaries is a party or by which Seller, the Buyer Company or any of its the Project Subsidiaries or any of their respective properties or assets may be bound, except for such violations, breaches and defaults aswhich, in the aggregate, will not have a Buyer Material Adverse Effect or (d) violate any order, writ, judgment, injunction, decree, statute, ordinance, rule or regulation of any Governmental Entity applicable to Seller, the Buyer Company or any of the Project Subsidiaries or by which any of its their respective properties or assets may be bound, except for such violations aswhich, in the aggregate, will not have a Buyer Material Adverse Effect.