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

No Conflict; Required Consents and Approvals. (a) The execution, delivery and performance by Seller or any of its Subsidiaries of this Agreement and each of the Transaction Documents to which Seller or any of its Subsidiaries is or will be a party, and the consummation of the Transactions, do not and will not: (i) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of Seller or any of its Subsidiaries; (ii) conflict with or violate any Applicable Law; or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under, require any consent of or notice to any Person pursuant to, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any of the Purchased Assets (including the assets held by the Transferred Company) pursuant to, or otherwise adversely affect the rights of Seller or any of its Subsidiaries under, or result in the loss of a material benefit under, any Assumed Contract or Business Permit.

No Conflict; Required Consents and Approvals. (a) The execution, delivery and performance by the Seller or any of its Subsidiaries Group of this Agreement and each any other Transaction Document to which any member of the Transaction Documents to which Seller or any of its Subsidiaries Group is or will be a party, and the consummation of the TransactionsTransactions by Seller Group, do not not, after giving effect to the necessary resolutions to be passed by the Seller Group and will notthe Acquired Companies: (i) conflict with or violate the operating agreement, articles of organization, certificate of incorporation or bylaws or equivalent organizational documents of any member of Seller or any of its SubsidiariesGroup; (ii) assuming compliance with the matters referred to in Section 2.4(b), materially conflict with or violate any Applicable applicable Law; or (iii) except as set forth on Section 2.4(a) of the Seller Disclosure Schedule, result in any a material breach of, or constitute a material default (or an event that, with notice or lapse of time or both, would become a default or breachmaterial breach of default) under, require material, non-ordinary course payments pursuant to the terms of, require any consent of or notice to any Person pursuant to, or give to others any right of termination, amendment, modification, acceleration or cancellation of, of or result in the creation of an Encumbrance (other than Permitted Encumbrances) on any of the Purchased Assets (including or other assets of the assets held by the Transferred Company) EIS Business pursuant to, or otherwise adversely affect the rights of Seller or any of its Subsidiaries under, or result in the loss of a material benefit under, any Assumed Material Contract or Business Acquired Company Permit.

No Conflict; Required Consents and Approvals. (a) The execution, delivery and performance by Seller or any of its Subsidiaries of this Agreement and each of the Transaction Documents to which Seller or any of its Subsidiaries is or will be a party, and the consummation of the Transactions, do not and will not: (i) conflict with or violate the certificate of incorporation or bylaws or equivalent organizational documents of Seller or any of its Subsidiaries; (ii) conflict with or violate any Applicable Law; or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under, require any consent of or notice to any Person pursuant to, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance (other than Permitted Encumbrances) on any of the Purchased Assets (including the assets held by the Transferred Company) pursuant to, or otherwise adversely affect the rights of Seller or any of its Subsidiaries under, or result in the loss of a material benefit under, any Assumed Material Contract or Seller Permit, except, in each case, as would not be material to the Business Permitor the ownership or operation of the Purchased Assets.

No Conflict; Required Consents and Approvals. (a) The execution, delivery and performance by each member of Seller or any of its Subsidiaries Group of this Agreement and each of the any other Transaction Documents Document to which such member of Seller or any of its Subsidiaries Group is or will be a party, and the consummation of the TransactionsTransactions by Seller Group, do not and will not: (i) conflict with or violate the operating agreement, articles of organization, certificate of incorporation or bylaws or equivalent organizational documents of such member of Seller or any of its SubsidiariesGroup; (ii) assuming compliance with the matters referred to in Section 2.4(b), materially conflict with or violate any Applicable applicable Law; or (iii) except as set forth on Section 2.4(a)(iii) of the Seller Disclosure Schedule, result in any a material breach of, or constitute a material default (or an event that, with notice or lapse of time or both, would become a default material breach or breachdefault) under, require material, non-ordinary course payments pursuant to the terms of, require any consent of or notice to any Person pursuant to, or give to others any right of termination, amendment, modification, acceleration or cancellation of, of or result in the creation of an Encumbrance (other than Permitted Encumbrances) on any of the Purchased Assets (including the assets held by the Transferred Company) pursuant to, or otherwise adversely affect any Material Contract, any Contract referred to as of the rights date hereof in clause (c) of Seller the definition of Purchased Assets or any of its Subsidiaries under, or result in the loss of a material benefit under, any Assumed Contract or Business PermitSeller Group Permits.