Common use of No Conflict; Required Filings and Clause in Contracts

No Conflict; Required Filings and. Consents. (a) The execution and delivery of this Agreement -------- by the Company do not, and the performance of this Agreement (including, without limitation, the consummation of the transactions contemplated hereunder) will not, (i) conflict with or violate the Charter of Incorporation or By-Laws, (ii) conflict with or violate the charters of incorporation or by-laws or equivalent organizational documents of any of the Company's Subsidiaries, (iii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or its or any of their respective properties are bound or affected, or (iv) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, insurance policy or other instrument or obligation to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or its or any of their respective properties are bound or affected, except, in the case of clauses (ii), (iii) and (iv) above, for such conflicts which would not, taken as a whole, have a Material Adverse Effect. (b) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company (including, without limitation, the consummation of the transactions hereunder) will not, require any consent, approval, authorization or permit of, or filing (other than filings, if any, required on Form 8-K with the SEC and pursuant to the HSR Act) with, or notification to, any third party or any governmental or regulatory authority, domestic or foreign, on the part of the Company or any of its Subsidiaries.

No Conflict; Required Filings and. Consents. (a) The execution and delivery of this Agreement -------- by the Company Purchaser do not, and the performance of this Agreement (including, without limitation, by the consummation of the transactions contemplated hereunder) Purchaser will not, (i) conflict with or violate the Charter of Incorporation or By-Laws, (ii) conflict with or violate the charters articles of incorporation or by-laws or equivalent organizational documents of any of the Company's SubsidiariesPurchaser, (iiiii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries Purchaser or by which the Company or any of its Subsidiaries it or its or any of their respective properties are bound or affected, or (iviii) result in any breach of, of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties property or assets of the Company or any of its Subsidiaries Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, insurance policy franchise or other instrument or obligation to which the Company Purchaser is a party or by which the Purchaser or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries or its or any of their respective properties are bound or affected, except, in the case of clauses (ii), this clause (iii) and clause (ivii) above, for any such conflicts breaches, defaults or other occurrences which would not, taken as a wholeindividually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the business, operations, properties (including intangible properties), condition (financial or otherwise), assets or liabilities of the Purchaser. (b) The execution and delivery of this Agreement by the Company Purchaser do not, and the performance of this Agreement by the Company Purchaser (including, without limitation, the consummation of the transactions hereunder) will not, require any consent, approval, authorization or permit of, or filing (other than filings, if any, required on Form 8-K with the SEC and a filing pursuant to the HSR Act) with, with or notification to, any third party or any governmental or regulatory authority, domestic or foreign, on the part of the Company or any of its Subsidiaries.