Common use of No Conflict; Required Filings Clause in Contracts

No Conflict; Required Filings. (a) The execution and delivery of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby will not (with or without notice or lapse of time, or both), conflict with, or result in any violation of or default 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 material Encumbrance upon any of the properties or assets of Purchaser under, any provision of (i) the certificate of incorporation or by-laws of Purchaser, (ii) any material Contract to which Purchaser is party or by which it is bound or (iii) any Governmental Order or, subject to the matters described in clauses (i) and (ii) of Section 5.3(b), Law applicable to Purchaser or its property or assets, other than, in the case of clauses (ii) and (iii) above, any such conflicts, violations, defaults, rights or Encumbrances that would not have a Purchaser Material Adverse Effect. (b) Except as set forth in Section 5.3(b) of the Disclosure Schedule, no material consent authorization, approval, or exemption of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by Purchaser in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, other than (i) compliance with and filings under the HSR Act, and (ii) to the extent applicable, compliance with and filings under similar Laws of foreign jurisdictions other than the United States.

No Conflict; Required Filings. (a) The execution and delivery of this Agreement and the Ancillary Agreements do does not, and the consummation of the transactions contemplated hereby will not (with or without notice or lapse of time, or both), conflict with, or result in any violation of or default 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 material Encumbrance upon any of the properties or assets of Purchaser under, any provision of (i) the certificate of incorporation or incorporation, by-laws or other organizational or governing documents of Purchaser, (ii) any material Contract to which Purchaser is party or by which it is bound or (iii) any Governmental Order or, subject to the matters described in clauses (i) and (ii) of Section 5.3(b4.3(b), Law applicable to Purchaser or its property or assets, other than, in the case of clauses (ii) and (iii) above, any such conflicts, violations, defaults, rights or Encumbrances that would not have a Purchaser Material Adverse Effect. (b) Except as set forth in Section 5.3(b) of the Disclosure Schedule, no No material consent authorization, approval, or exemption of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by Purchaser in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, other than (i) compliance with and filings under the HSR Act, and (ii) to the extent applicable, compliance with and filings under similar Laws laws of foreign jurisdictions other than the United States, and (iii) compliance with the notice requirements to each of the Governmental Authorities listed in Schedule 4.3.