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 Purchaser (and each Purchaser Designee, if any) of this Agreement and each of the Transaction Documents to which it is or will be a party and the consummation of the Transactions 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 Purchaser (or such Purchaser Designee, if any); (ii) assuming compliance with the matters referred to in Section 3.3(b), materially conflict with or violate any applicable Law; or (iii) result in a material breach of, constitute a material default (or an event that, with notice or lapse of time or both, would become a material breach or default) under or require any consent of any Person pursuant to, or give to others any right of termination, amendment, modification, acceleration or cancellation of, any Contract or permit of Purchaser (or such Purchaser Designee, if any). (b) The execution, delivery and performance by the Purchaser (and each Purchaser Designee, if any) of this Agreement and any Transaction Documents to which it is or will be a party and the consummation by Purchaser (and each Purchaser Designee, if any) of the Transactions require no consents, waivers, authorizations, Orders or Permits, or approvals of, or filings, declarations or registrations with, or other action by or in respect of, any Governmental Entity, other than (i) compliance with any applicable requirements of the HSR Act, including the termination or expiration of the waiting period required thereunder, or any other Antitrust Laws; and (ii) compliance with any applicable requirements of any applicable securities Laws, whether federal, state, provincial or foreign.

No Conflict; Required Consents and Approvals. (a) The execution, delivery and performance by Purchaser (and each Purchaser Designee, if any) of this Agreement and each of the Transaction Documents to which it is or will be a party and the consummation of the Transactions 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 Purchaser (or such Purchaser Designee, if any)Purchaser; (ii) assuming compliance with the matters referred to in Section 3.3(b), materially conflict with or violate any applicable Law; or (iii) result in a material breach of, constitute a material default (or an event that, with notice or lapse of time or both, would become a material breach or default) under or require any consent of any Person pursuant to, or give to others any right of termination, amendment, modification, acceleration or cancellation of, any material Contract or permit material Permit of Purchaser (or such Purchaser Designee, if any)Purchaser. (b) The execution, delivery and performance by the Purchaser (and each Purchaser Designee, if any) of this Agreement and any Transaction Documents to which it is or will be a party and the consummation by Purchaser (and each Purchaser Designee, if any) of the Transactions require no consents, waivers, authorizations, Orders or Permits, or approvals of, or filings, declarations or registrations with, or other action by or in respect of, any Governmental Entity, other than (i) compliance with any applicable requirements of the HSR Act, including the termination or expiration of the waiting period required thereunder, or any other Antitrust Laws; and (ii) compliance with any applicable requirements of any applicable securities Laws, whether federal, state, provincial or foreign.

No Conflict; Required Consents and Approvals. (a) The execution, execution and delivery and performance by Purchaser (and each Purchaser Designee, if any) of this Agreement by Buyer do not, and each the performance of the Transaction Documents to which it is or will be a party this Agreement by Buyer and the consummation of the Transactions do not and transactions contemplated hereby will not: , (i) conflict with or violate the operating agreement, articles of organization, certificate of incorporation or bylaws or equivalent organizational documents of Purchaser (or such Purchaser DesigneeBuyer, if any); (ii) assuming compliance with the matters referred to in Section 3.3(b), materially conflict with or violate any federal, state, local or foreign law, statute, ordinance, rule, regulation, order, judgment or decree applicable Law; to Buyer or by or to which any of its properties or assets is bound or subject or (iii) result in a material any breach of, or constitute a material default (or an event that, that with notice or lapse of time or both, both would become constitute a material breach or default) under or require any consent of any Person pursuant to, or give to others any right of termination, amendment, modification, acceleration or cancellation ofunder, any Contract Contracts to which Buyer is a party or permit by which any of Purchaser its properties or assets is bound, except, in the case of clause (ii) or (iii) above, for such Purchaser Designeeconflicts, if any)violations, breaches or defaults that, alone or in the aggregate, are not reasonably likely to prevent, materially delay or materially burden the transactions contemplated by this Agreement. (b) The executionOther than the filings required under the HSR Act, the execution and delivery of this Agreement by Buyer do not, and the performance by the Purchaser (and each Purchaser Designee, if any) Buyer of this Agreement and any Transaction Documents to which it is or will be a party and the consummation by Purchaser (and each Purchaser Designee, if any) of the Transactions transactions contemplated hereby will not, require no consentsBuyer to obtain any consent, waiversapproval, authorizations, Orders authorization or Permits, or approvals permit of, or filingsto make any filing with or notification to, declarations any court, administrative agency or registrations with, commission or other action by or in respect of, any Governmental Entity, other than (i) compliance with any applicable requirements of the HSR Act, including the termination or expiration of the waiting period required thereunder, or any other Antitrust Laws; and (ii) compliance with third party, the failure to obtain or make any applicable requirements or all of any applicable securities Lawswhich is reasonably likely to prevent, whether federal, state, provincial materially delay or foreignmaterially burden the transactions contemplated by this Agreement.

No Conflict; Required Consents and Approvals. (a) The execution, delivery and performance by Purchaser (and each Purchaser Designee, if any) Seller of this Agreement Agreement, and by each of the Seller and any of its Subsidiaries of any other Transaction Documents Document to which it Seller or any of its Subsidiaries is or will be a party party, and the consummation of the Transactions by Seller and its Subsidiaries, do not and will not: (i) conflict with or violate the operating agreement, articles Organizational Documents of organization, certificate of incorporation Seller or bylaws or equivalent organizational documents of Purchaser (or such Purchaser Designee, if any)its Subsidiaries; (ii) assuming compliance with the matters referred to in Section 3.3(b), materially conflict with or materially violate any applicable Law; or (iii) result in a any material breach of, or constitute a material default (or an event that, with notice or lapse of time or both, would become a material breach or material default) under or under, 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 under any Material Contract or permit of Purchaser (or such Purchaser Designee, if any)Acquired Company Permit. (b) The execution, delivery and performance by the Purchaser (and each Purchaser Designee, if any) Seller of this Agreement Agreement, and by each of Seller and its Subsidiaries of any other Transaction Documents Document to which it Seller and its Subsidiaries is or will be a party party, and the consummation by Purchaser (Seller and each Purchaser Designee, if any) the Acquired Companies of the Transactions require no consents, waivers, authorizations, Orders or Permits, or approvals of, or filings, declarations or registrations with, or other material action by or in respect of, or material filing with, any Governmental Entity, other than than: (i) compliance with any applicable requirements of the HSR Act, including the termination or expiration of the waiting period required thereunder, or any other obtaining Antitrust Laws; Approvals and (ii) compliance with any applicable requirements of any applicable securities Laws, whether federal, state, provincial state or foreign.