Common use of No Conflict; Required Filings Clause in Contracts

No Conflict; Required Filings. and --------------------------------- Consents. (a) The execution and delivery of this Agreement -------- by the Purchaser do not, and the performance of this Agreement by the Purchaser will not, (i) conflict with or violate the articles of incorporation or by-laws or equivalent organizational documents of the Purchaser, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Purchaser or by which it or its properties are bound or affected, or (iii) 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 property or assets of the Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Purchaser is a party or by which the Purchaser or any of its properties is bound or affected, except, in the case of this clause (iii) and clause (ii) above, for any such breaches, defaults or other occurrences which would not, individually or in the aggregate, have a material 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 Purchaser do not, and the performance of this Agreement by the Purchaser (including, without limitation, the consummation of the transactions hereunder) will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign.

No Conflict; Required Filings. and --------------------------------- Consents. (a) The execution and delivery of this Agreement -------- Assuming compliance by the Purchaser do notSellers and ARCap with the notification requirements of the HSR Act, if applicable, and the making and obtaining of all filings, notifications, consents, approvals, authorizations and other actions referred to in Section 6.3 (b) of this Agreement, the execution, delivery and performance of this Agreement by and the Purchaser consummation of the transactions contemplated hereby do not and will notnot (with or without notice or lapse of time, or both) (i) violate, conflict with or violate result in the articles breach of any provision of the certificate of incorporation or formation, limited liability company agreement, by-laws laws, regulations or equivalent other organizational or governing documents of the PurchaserCharterMac or Purchasers, (ii) conflict with or violate any law, rule, regulation, order, judgment Law or decree Order applicable to the Purchaser CharterMac or by which it or its properties are bound or affectedPurchasers, or (iii) 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 any Encumbrance (other than restrictions on transfer under applicable state and federal securities laws) on any of the property properties or assets of the Purchaser CharterMac or Purchasers pursuant to, to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which the Purchaser CharterMac or Purchasers is a 51 party or by which the Purchaser or any of its CharterMac's or Purchasers' properties is or assets are bound or affected, exceptexcept in each case for such violations, conflicts, breaches and creations which could not reasonably be expected to result in a Material Adverse Effect on CharterMac. (b) Assuming compliance by the case Sellers and ARCap with the notification requirements of the HSR Act, if applicable, no material consent of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by CharterMac or Purchasers in connection with the execution, delivery and performance of this clause (iii) and clause (ii) aboveAgreement or the consummation of the transactions contemplated hereby, for any such breachesother than those that, defaults if not made or other occurrences which would notobtained, individually or in the aggregate, have would not materially hinder or materially delay the Closing or would not reasonably be expected to result in a material adverse effect Material Adverse Effect on the business, operations, properties (including intangible properties), condition (financial or otherwise), assets or liabilities of the PurchaserCharterMac. (b) The execution and delivery of this Agreement by the Purchaser do not, and the performance of this Agreement by the Purchaser (including, without limitation, the consummation of the transactions hereunder) will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign.

No Conflict; Required Filings. and --------------------------------- Consents. (a) The Assuming the satisfaction of the conditions -------- set forth in Article VI hereof, the execution and delivery of this Agreement -------- by the Purchaser Company do not, and the performance of this Agreement by (including, without limitation, the Purchaser consummation of the transactions contemplated hereunder and the conversion or redemption, if any, of the Preferred Stock) will not, (i) conflict with or violate the articles 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 PurchaserCompany's Subsidiaries, (iiiii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Purchaser Company or any of its Subsidiaries or by which it its or its any of their respective properties are bound or affected, or (iiiiv) 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 property properties or assets of the Purchaser Company or any of its Subsidiaries pursuant to, to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise insurance policy or other instrument or obligation to which the Purchaser Company or any of its Subsidiaries is a party party, or by which the Purchaser Company or any of its Subsidiaries or its or any of their respective properties is are bound or affected, except, except in the case of this clause clauses (ii), (iii) and clause (iiiv) above, above for any such breaches, defaults or other occurrences conflicts which would not, individually or in the aggregatetaken as a whole, have a material adverse effect on the business, operations, properties (including intangible properties), condition (financial or otherwise), assets or liabilities of the PurchaserMaterial Adverse Effect. (b) The execution and delivery of this Agreement by the Purchaser Company do not, and the performance of this Agreement by the Purchaser Company (including, without limitation, the consummation of the transactions hereunderhereunder and the conversion or redemption, if any, of the Preferred Stock) 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) with or notification to, 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 execution, delivery and delivery performance by each of the Acquiror and the Merger Subs of this Agreement -------- by and each of the Purchaser do notAncillary Agreements to which it will be a party, and the performance consummation of this Agreement by the Purchaser transactions contemplated hereby and thereby, do not and will not, : (i) conflict with or violate the articles certificate of incorporation or by-laws or equivalent organizational documents bylaws of the Purchaser, Acquiror or certificates of formation or operating agreements of the Merger Subs; (ii) conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to the Purchaser Acquiror or by which it or its properties are bound or affected, or the Merger Subs; or (iii) result in any breach of or of, constitute a default (or an event which that, with notice or lapse of time or both both, would become a default) under, 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 property or assets of the Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permitPermit, franchise franchise, instrument, obligation or other instrument or obligation Contract to which the Purchaser is Acquiror or the Merger Subs are a party or by which the Purchaser or any of its properties is bound or affected, except, party; except in the case of this clause clauses (ii) and (iii) and clause (ii) above, for any such conflicts, violations, breaches, defaults defaults, terminations, accelerations or other occurrences which would cancellations that do not, individually or in the aggregate, have a material adverse effect on materially impair the business, operations, properties (including intangible properties), condition (financial or otherwise), assets or liabilities ability of the PurchaserAcquiror or the Merger Subs to consummate, or prevent or materially delay, the Merger or any of the other transactions contemplated by this Agreement or the Ancillary Agreements or would reasonably be expected to do so. (b) The execution Neither the Acquiror nor the Merger Subs are required to file, seek or obtain any notice, authorization, approval, order, Permit or consent of or with any Governmental Authority in connection with the execution, delivery and delivery performance by the Acquiror and the Merger Subs of this Agreement by and each of the Purchaser do not, and the performance of this Agreement by the Purchaser (including, without limitation, Ancillary Agreements to which it will be party or the consummation of the transactions hereundercontemplated hereby or thereby, except for (i) will not, require the filing of the First Certificate of Merger and the Second Certificate of Merger with the Secretary of State of the State of Delaware and (ii) such filings as may be required by any consent, approval, authorization applicable federal or permit of, state securities or filing with or notification to, any governmental or regulatory authority, domestic or foreign“blue sky” laws.

No Conflict; Required Filings. and --------------------------------- Consents. (a) The Except as set forth on Schedule 4.05(a), neither the execution and delivery of this Agreement -------- or any Ancillary Agreement by such Target Company nor its performance of the Purchaser do not, and transactions contemplated hereby or compliance with the performance terms of this Agreement by the Purchaser will notor any Ancillary Agreement will, (i) conflict directly or indirectly, with or violate the articles of incorporation or by-laws or equivalent organizational documents of the Purchaser, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Purchaser or by which it or its properties are bound or affected, or (iii) result in any breach of or constitute a default (or an event which with without notice or lapse of time or both would become a defaultboth: (i) undersubject to the notification, early termination or give expiration of the waiting period under the HSR Act, if applicable, and any other applicable Antitrust Laws, violate, in any material respect, any Law to others which such Target Company or any rights of terminationasset owned, amendmentleased or used by such Target Company is subject; (ii) violate or conflict with, acceleration or cancellation ofin any material respect, or result in a material breach of or default under any Permit of such Target Company or give any Governmental Body the creation right to terminate, revoke, suspend or modify any Permit of such Target Company; (iii) violate any Organizational Document of such Target Company; (iv) violate or conflict with, in any material respect, or result in a lien material breach of, constitute a default under, result in the acceleration of or encumbrance give any Person the right to accelerate the maturity or performance of, or to cancel, terminate or modify or exercise any material right or remedy under, any Material Contract to which such Target Company or by which such Target Company is bound or to which any asset of such Target Company is subject; or (v) result in the imposition of any Lien (other than Permitted Liens) upon any asset owned, leased or used by either Target Company. (b) The Target Companies are not required to file, seek, apply for or obtain any material notice, authorization, approval, order, Permit or consent of or with any Governmental Body in connection with the execution, delivery and performance by the Target Companies of this Agreement and each of the Ancillary Agreements to which such Target Company will be party or the consummation of the transactions contemplated hereby or in order to prevent the termination of any material right, privilege, Permit or qualification, except (i) as set forth on Schedule 4.05(b); or (ii) for any filings required to be made under the HSR Act and any other applicable Antitrust Laws set forth on Schedule 4.05(b) Section 4.06 Financial Statements. (a) Attached to Schedule 4.06(a) are true, correct and complete copies of the following (collectively, the “Financial Statements”): (i) the unaudited consolidated balance sheet of the Target Companies as of December 31, 2019 (the “Latest Balance Sheet”), and the unaudited consolidated income statement for the period then ended (collectively, the “Interim Financial Statements”) and (ii) the unaudited consolidated balance sheets of the Target Companies as of the fiscal years ended December 31, 2018 and December 31, 2019 and the unaudited consolidated statements of income for each of the periods then ended. (b) Except as set forth in Schedule 4.06(b), the Financial Statements (i) are true, correct and complete in all material respects, (ii) have been prepared in accordance with GAAP consistently applied in all material respects during the periods covered thereby (except as may be indicated in the notes thereto), (iii) have been prepared from, and in all material respects in accordance with, the books and records of the Target Companies, and (iv) present fairly, in all material respects, the consolidated financial position of the Target Companies for the periods 12 LEGAL02/39540989v11 (c) Each Target Company maintains, and has maintained, a standard system of accounting established and administered in accordance with GAAP applied on a consistent basis. The Target Companies maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements of the Target Companies in conformity with GAAP applied on a consistent basis and to maintain accountability for the items set forth therein; (iii) access to properties and assets of the Target Companies is permitted only in accordance with management’s general or specific authorizations; and (iv) the recorded accountability for properties and assets of the Target Companies is compared with the existing properties and assets at reasonable intervals and appropriate action is taken with respect to any differences. During the past three years, there have not been any (A) significant deficiencies or weaknesses in any such system of internal accounting controls used by the Target Companies, (B) fraud or other wrongdoing involving any representative of the Target Companies who have or had a role in the preparation of the financial statements or the internal accounting controls used by the Target Companies or (C) any claim or allegation regarding any of the property or assets foregoing. During the past three years, the Target Companies is not, nor has ever been, a party to any “off-balance sheet arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K under the Securities Exchange Act of 1934). (d) Except (i) as set forth on the face of the Purchaser pursuant toFinancial Statements, any note(ii) as set forth on Schedule 4.06(d), bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Purchaser is a party or by which the Purchaser or any of its properties is bound or affected, except, in the case of this clause (iii) for Liabilities incurred since the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice (none of which relates to breach of Contract, breach of warranty, tort, infringement, violation of or Liability under any Law or any Proceeding, and clause (ii) aboveall of which will be reflected in Net Working Capital as finally determined pursuant to Section 1.02), for the Target Companies do not have any such breachesLiabilities, defaults or other occurrences which than Liabilities that would notnot reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the business, operations, properties (including intangible properties), condition (financial or otherwise), assets or liabilities of the PurchaserMaterial Adverse Effect. (be) The execution and delivery of this Agreement by the Purchaser do notExcept as set forth on Schedule 4.06(e), and the performance of this Agreement by the Purchaser (including, without limitation, the consummation of the transactions hereunder) will not, require neither Target Company has any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreignoutstanding Indebtedness.

No Conflict; Required Filings. and --------------------------------- Consents. (a) The execution execution, delivery and delivery performance by each Purchaser of this Agreement -------- by the Purchaser do not, and the performance consummation by each Purchaser of the transactions contemplated by this Agreement by the Purchaser do not and will not, not (i) contravene or conflict with the charter or violate the articles of incorporation or by-laws or equivalent organizational governing documents of the each Purchaser, (ii) assuming compliance with the matters referenced in Section 4.3(b), contravene or conflict with or violate constitute a violation of any law, rule, regulation, order, judgment provision of any Law binding upon or decree applicable to the each Purchaser or by which it any of its Affiliates or its any of their respective properties are bound or affected, assets or (iii) result in any breach of violation of, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any rights a right of termination, amendment, cancellation or acceleration of any material obligation or cancellation of, or result in to the creation loss of a lien material benefit under any loan, guarantee of indebtedness or encumbrance on any of the property or assets of the Purchaser pursuant tocredit agreement, any note, bond, mortgage, indenture, contractlease, agreement, leasecontract, licenseinstrument, permit, franchise concession, franchise, right or other instrument or obligation to which the Purchaser is a party or by which the license binding upon each Purchaser or any of its Affiliates or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the properties is bound or affectedassets of each Purchaser or any of its Affiliates, exceptother than, in the case of this clause (iii) and clause clauses (ii) aboveand (iii), for any such breachescontravention, defaults conflict, violation, default, termination, cancellation, acceleration, loss or other occurrences which Encumbrance that would notnot have, individually or in the aggregate, have a material adverse effect on the business, operations, properties (including intangible properties), condition (financial or otherwise), assets or liabilities of the PurchaserPurchaser Material Adverse Effect. (b) The execution No material consent of, or registration, declaration, notice or filing with, any Person (including any Governmental Authority) is required to be obtained or made by each Purchaser or any of its Affiliates in connection with the execution, delivery and delivery of this Agreement by the Purchaser do not, and the performance of this Agreement by the Purchaser (including, without limitation, or the consummation of the transactions hereundercontemplated hereby, other than (i) will notthe FCC Approvals, require (ii) the State PUC Approvals, (iii) the Non-U.S. Telecommunications Approvals, (iv) if applicable, a joint filing with and clearance by CFIUS pursuant to the Defense Production Act, (v) if applicable, compliance with the Competition Act for purposes of obtaining the Competition Act Approval, (vi) if applicable, compliance with the ICA for purposes of obtaining the ICA Clearances, (vii) if applicable, compliance with the HSR Act and (viii) those that, if not made or obtained, individually or in the aggregate, would not materially hinder or materially delay the Closing or reasonably be expected to result in a Purchaser Material Adverse Effect. (c) To the Knowledge of each Purchaser, each Purchaser is legally, financially, and otherwise qualified to acquire control of the Permits that are issued by the FCC, any consent, approval, authorization or permit ofState PUCs, or filing with Non-U.S. Telecommunications Agency, or notification toany other Governmental Authority under applicable Law, any governmental including the Communications Act, rules, regulations and policies of the FCC, state Law applicable to providers of telecommunications services, rules regulations and policies of the State PUCs, non-U.S. laws applicable to providers of telecommunications services, and rules, regulations and policies of Non-U.S. Telecommunications Agencies (collectively, the “Communications Laws”). To the Knowledge of each Purchaser, there are no facts that would under existing Communications Laws disqualify each Purchaser as transferee of the Permits. There are no pending matters, or regulatory authorityto the Knowledge of each Purchaser, domestic threatened matters, related to each Purchaser or foreignits qualifications that would reasonably be expected to result in a denial or delay in obtaining FCC Approvals, State PUC Approvals and/or the Non-U.S. Telecommunications Approvals for the acquisition of control of the Permits.

No Conflict; Required Filings. and --------------------------------- Consents. (a) The execution execution, delivery and delivery performance by the Purchaser of this Agreement -------- and the consummation by the Purchaser do not, and of the performance of transactions contemplated by this Agreement by the Purchaser do not and will not, not (i) contravene or conflict with or violate the articles of incorporation or by-laws or equivalent organizational documents constitution of the Purchaser, (ii) assuming compliance with the matters referenced in Section 4.3(b), contravene or conflict with or violate constitute a violation of any law, rule, regulation, order, judgment provision of any Law binding upon or decree applicable to the Purchaser or by which it any of its Affiliates or its any of their respective properties are bound or affected, assets or (iii) result in any breach of violation of, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any rights a right of termination, amendment, cancellation or acceleration of any material obligation or cancellation of, or result in to the creation loss of a lien material benefit under any loan, guarantee of indebtedness or encumbrance on any of the property or assets of the Purchaser pursuant tocredit agreement, any note, bond, mortgage, indenture, contractlease, agreement, leasecontract, licenseinstrument, permit, franchise concession, franchise, right or other instrument or obligation to which the Purchaser is a party or by which license binding upon the Purchaser or any of its Affiliates or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the properties is bound or affectedassets of the Purchaser or any of its Affiliates, exceptother than, in the case of this clause (iii) and clause clauses (ii) aboveand (iii), for any such breachescontravention, defaults conflict, violation, default, termination, cancellation, acceleration, loss or other occurrences which Encumbrance that would notnot have, individually or in the aggregate, have a material adverse effect on the business, operations, properties (including intangible properties), condition (financial or otherwise), assets or liabilities of the PurchaserPurchaser Material Adverse Effect. (b) The execution and delivery of this Agreement No material consent of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by the Purchaser do notor any of its Affiliates in connection with the execution, delivery and the performance of this Agreement by the Purchaser (including, without limitation, or the consummation of the transactions hereundercontemplated hereby, other than (i) will notif applicable, require any consentcompliance with, approvalfilings under and formal clearance of the transactions contemplated by this Agreement by the ACCC for the purposes of Part IV of the CC Act, authorization (ii) if applicable, filings with and approval from the FIRB for the purposes of the FAT Act, (iii) confirmations to the ACMA that the Purchaser and all directors and officers of the Purchaser are not disqualified entities or permit ofdisqualified persons for the purposes of the Telecom Act and (iv) those that, if not made or filing with obtained, individually or notification toin the aggregate, any governmental would not materially hinder or regulatory authority, domestic materially delay the Closing or foreignreasonably be expected to result in a Purchaser Material Adverse Effect.

No Conflict; Required Filings. and --------------------------------- Consents. (a) The execution execution, delivery and delivery performance by the Company of this Agreement -------- by and each of the Purchaser do notAncillary Agreements to which the Company will be a party, and the performance consummation of this Agreement by the Purchaser transactions contemplated hereby and thereby, do not and will not, : (i) conflict with or violate the articles certificate of incorporation or by-laws bylaws or equivalent organizational documents of the Purchaser, Company; (ii) conflict with or violate any law, rule, regulation, order, judgment or decree Law applicable to the Purchaser Company or by which it any property or its properties are asset of the Company is bound or affected, or ; or (iii) result in any breach of or of, constitute a default (or an event which that, 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, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of the Company under, or result in the creation of a lien or encumbrance any Encumbrance on any property, asset or right of the property or assets of the Purchaser Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation Contract to which the Purchaser Company is a party or by which the Purchaser Company or any of its properties is properties, assets or rights are bound or affected, except, ; (iv) except in the case of this clause clauses (ii) and (iii) and clause (ii) abovewhere such conflicts, for any such violations, breaches, defaults defaults, terminations, accelerations or other occurrences which cancellations would not, individually or in not reasonably be expected to be material and adverse to the aggregate, have a material adverse effect on the business, operations, properties (including intangible properties), condition (financial or otherwise), assets or liabilities of the PurchaserCompany. (b) The execution Company is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery and delivery performance by the Company of this Agreement by and each of the Purchaser do not, and Ancillary Agreements to which the performance of this Agreement by the Purchaser (including, without limitation, Company will be a party or the consummation of the transactions hereundercontemplated hereby or thereby or in order to prevent the termination of any right, privilege, license or qualification of the Company, except for (i) will not, require the filing of the First Certificate of Merger and the Second Certificate of Merger with the Secretary of State of the State of Delaware and (ii) such filings as may be required by any consent, approval, authorization applicable federal or permit ofstate securities or “blue sky” laws. (c) No “fair price,” “interested shareholder,” “business combination” or similar provision of any state takeover Law is, or filing with at the First Effective Time will be, applicable to the transactions contemplated by this Agreement or notification to, any governmental or regulatory authority, domestic or foreignthe Ancillary Agreements.

No Conflict; Required Filings. (i) The execution and --------------------------------- Consentsdelivery by Seller of this Agreement does not, and the execution and delivery of each Ancillary Agreement to which any Asset Seller is, or will be, a party, and the performance of their respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Liens, other than Permitted Liens, upon any of the Acquired Assets or any properties or assets of any of the Target Entities under, or give rise to any requirement to provide any notice under, any provision of (A) the Governing Documents of any Asset Seller or any of the Target Entities, (B) assuming the consents, approvals and authorizations specified in Section 3.01(d) of the Disclosure Schedule have been received and the waiting periods referred to therein have expired and any condition precedent to such consent, approval, authorization or waiver has been satisfied, any Law applicable to the Business, the Asset Sellers or any of the Target Entities or by which any property or asset of any Asset Seller or any of the Target Entities is bound or affected, (C) any Permit required for Seller and its Subsidiaries to conduct the Business as currently conducted or for the ownership and use of the Acquired Assets, or (D) any material Contract to which Seller or any of its Subsidiaries is a party or by which any Asset Seller or any of the Target Entities or any of their respective assets or properties are bound or affected. (aii) The execution and delivery of this Agreement, and each Ancillary Agreement -------- to which any Asset Seller is, or will be, party by the Purchaser do Seller or such Asset Seller does not, and the performance of this Agreement by the Purchaser will not, (i) conflict with or violate the articles of incorporation or by-laws or equivalent organizational documents of the Purchaser, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Purchaser or by which it or its properties are bound or affected, or (iii) 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 property or assets of the Purchaser pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Purchaser is a party or by which the Purchaser or any of its properties is bound or affected, except, in the case of this clause (iii) obligations hereunder and clause (ii) above, for any such breaches, defaults or other occurrences which would not, individually or in the aggregate, have a material 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 Purchaser do notthereunder, and the performance of this Agreement consummation by the Purchaser (including, without limitation, the consummation it of the transactions hereunder) contemplated hereby and thereby will not, require any material consent, approvalapproval authorization, authorization waiver or permit of, or filing with or notification to, any governmental Governmental Authority, except for applicable recordation requirements and reporting requirements of the Securities Exchange Act of 1934, as amended, the HSR Act and any applicable non-U.S. antitrust, competition, trade regulation or regulatory authority, domestic or foreigninvestment Laws.