No Conflict; Third Party Consents. 2.3.1 Subject to compliance with any applicable requirements under the HSR Act, the execution, delivery or the performance of any Transaction Document to which any Seller Party is a party do not and will not (a) violate or conflict with such Seller Party’s Organizational Documents, (b) violate or conflict with any Law or Order applicable to such Seller Party, (c) except as set forth on Schedule 2.3, violate, conflict with, result in a breach or termination of, otherwise give any Person additional rights or compensation under, give rise to a loss of a material benefit under or the right to terminate or accelerate, or constitute (with or without notice or lapse of time, or both) a default under, the terms of any note, deed, lease, Easement, right of way, instrument, security agreement, mortgage, commitment, or Contract to which such Seller Party or any member of the Company Group is a party or by which it or any of the Assets are bound, except in the case of clauses (b) and (c) for such violations, conflicts, terminations, rights, or defaults that would not, individually or in the aggregate, reasonably be expected to be material to the ownership, operation or use of the Assets or (d) except as set forth on Schedule 2.3, result in the creation or imposition of any Lien with respect to the Units, any equity interests in any member of the Company Group, or any of the Assets. 2.3.2 Except as set forth in Schedule 2.3 and as required under the HSR Act, no Consent of, notice to, or filing with any third party or Governmental Body is required (a) in connection with or triggered by the execution, delivery or performance by any Seller Party of the Transaction Documents to which it is a party or (b) for the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of any member of the Company Group.
Appears in 4 contracts
Samples: Unit Purchase Agreement, Unit Purchase Agreement, Unit Purchase Agreement (Chesapeake Energy Corp)
