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

No Conflict or Violation; Consents and Approvals. (a) Neither the execution, delivery or performance by the Selling Parties of this Agreement or the Ancillary Agreements nor the consummation by the Selling Parties of the transactions contemplated hereby and thereby will (i) violate or conflict with any provision of the articles of organization or operating agreement of Parent or Seller (as applicable), (ii) violate, conflict with, or result in or constitute a breach or default under (with the giving of notice or passage of time or both), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Business Contract, or (iii) violate any Law or Governmental Order applicable to the Selling Parties, the Business or the Purchased Assets, except in the case of each of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations or accelerations which do not, individually or in the aggregate, have a Material Adverse Effect or materially and adversely affect the ability of the Selling Parties to consummate the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Authority is required by or with respect to the Business as a result of the execution and delivery of this Agreement by the Selling Parties or the consummation of the transactions contemplated hereby, except for any approval of or filing with a Governmental Authority required by virtue of Buyer’s or their ultimate parent’s identity.

No Conflict or Violation; Consents and Approvals. (a) Neither the execution, delivery or performance by the Selling Parties either Buyer of this Agreement or the Ancillary Agreements nor the consummation by the Selling Parties either Buyer of the transactions contemplated hereby and thereby will (i) violate or conflict with any provision of the articles organizational documents of organization or operating agreement of Parent or Seller (as applicable)such Buyer, (ii) violate, conflict with, or result in or constitute a breach or default under (with the giving of notice or passage of time or both), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Business Contractof the terms, conditions or provisions of any Contract to which such Buyer is a party or by which its assets are bound or (iii) violate any Law or Governmental Order applicable to the Selling Parties, the Business or the Purchased Assetssuch Buyer, except in the case of each of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations or accelerations which do not, individually or in the aggregate, have a Material Adverse Effect or would not reasonably be expected to materially and adversely affect the ability of the Selling Parties such Buyer to consummate the transactions contemplated herebyhereby or subject any of the Selling Parties to any Liability. (b) No material consent, approval, order or authorization of, or registration, declaration or filing with with, any Governmental Authority or other Person, is required by or with respect to the Business each Buyer or any Affiliate of such Buyer as a result of the execution and delivery of this Agreement by the Selling Parties Buyer or the consummation of the transactions contemplated hereby, except for any approval of or filing with a Governmental Authority required by virtue of Buyer’s or their ultimate parent’s identitythis transaction.

No Conflict or Violation; Consents and Approvals. (a) Neither the execution, delivery or performance by the Selling Parties Buyer of this Agreement or the Ancillary Agreements nor the consummation by the Selling Parties Buyer of the transactions contemplated hereby and thereby will (i) violate or conflict with any provision of the articles organizational documents of organization or operating agreement of Parent or Seller (as applicable)Buyer, (ii) violate, conflict with, or result in or constitute a breach or default under (with the giving of notice or passage of time or both), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Business Contractof the terms, conditions or provisions of any Contract to which Buyer is a Party or by which its assets are bound or (iii) violate any Law or Governmental Order applicable to the Selling Parties, the Business or the Purchased AssetsBuyer, except in the case of each of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations or accelerations which do not, individually or in the aggregate, have a Material Adverse Effect or would not reasonably be expected to materially and adversely affect the ability of the Selling Parties Buyer to consummate the transactions contemplated herebyhereby or subject Seller to any Liability. (b) No material consent, approval, order or authorization of, or registration, declaration or filing with with, any Governmental Authority or other Person, is required by or with respect to the Business Buyer as a result of the execution and delivery of this Agreement by the Selling Parties Buyer or the consummation of the transactions contemplated hereby, except for any approval of or filing with a Governmental Authority required by virtue of Buyer’s or their ultimate parent’s identitythis transaction.

No Conflict or Violation; Consents and Approvals. (a) Neither the execution, delivery or performance by the Selling Parties Buyer of this Agreement or the Ancillary Agreements nor the consummation by the Selling Parties Buyer of the transactions contemplated hereby and thereby will (i) violate or conflict with any provision of the articles certificate of organization incorporation or operating agreement bylaws of Parent or Seller (as applicable)Buyer, (ii) violate, conflict with, or result in or constitute a breach or default under (with the giving of notice or passage of time or both), or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any Business Contract, Contract to which Buyer is a party or by which its assets are bound or (iii) violate any Law or Governmental Order applicable to the Selling Parties, the Business or the Purchased AssetsBuyer, except in the case of each of clauses (ii) and (iii) above, for such violations, conflicts, breaches, defaults, terminations or accelerations which do not, individually or in the aggregate, have a Material Adverse Effect or would not materially and adversely affect the Buyer or its ability of the Selling Parties to consummate the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with with, any Governmental Authority is required by or with respect to the Business Buyer or any Affiliate of Buyer as a result of the execution execution, delivery and delivery performance of this Agreement by the Selling Parties Buyer or the consummation of this transaction, except (i) for those required under or in relation to the HSR Act or any other Regulatory Law and (ii) where any failures to obtain such consents, approvals, orders or authorizations or to make such registrations, declarations or filings that would not have a material adverse effect on Buyer or its ability to consummate the transactions contemplated hereby, except for any approval of or filing with a Governmental Authority required by virtue of Buyer’s or their ultimate parent’s identity.