Common use of No Conflict; Third Party Consents Clause in Contracts

No Conflict; Third Party Consents. Except as otherwise provided in Section 4.3 of the Disclosure Schedule, the execution and delivery of this Agreement, the Ancillary Agreements, and the consummation of the Transactions, will not (a) violate or conflict with the provisions of Seller’s certificate of incorporation or bylaws, (b) result in the imposition of any Encumbrance (other than the rights of Purchaser hereunder) upon any of the Transferred Assets, (c) cause the acceleration, cancellation or material modification of any obligation under, create in any party the right to terminate, constitute a default or breach of, or violate or conflict with the terms, conditions or provisions of, or result in the loss of a material benefit under, any Contract to which Seller is a party or by which Seller or the Transferred Assets are bound or (d) result in a material breach or violation by Seller of any of the terms, conditions or provisions of any Legal Requirement, Governmental Authorization or Governmental Order solely with respect to the Transferred Assets, except as set forth on Section 4.3(d) of the Disclosure Schedule. Except as set forth on Section 4.3(d) of the Disclosure Schedule, Seller is not required to give any notice to any Person, and except as set forth on Section 4.3(e) of the Disclosure Schedule, no consent, approval or authorization of, or registration or filing with, any Person or Governmental Authority is required in connection with the execution, delivery or performance by Seller of this Agreement or any of the Ancillary Agreements or the consummation of the Transactions.

No Conflict; Third Party Consents. Except as otherwise provided in Section 4.3 The execution and delivery of the Disclosure Schedulethis Agreement does not, and the execution and delivery of this Agreement, the Ancillary Agreementsother Transaction Documents will not, and the consummation of the Transactions, Transactions will not (a) violate or conflict with the provisions of the Certificate of Incorporation or Bylaws of Seller’s certificate of incorporation or bylaws, (b) result in the imposition of any Encumbrance Lien (other than the rights of Purchaser Buyer hereunder) upon any of the Transferred Purchased Assets, (c) cause the acceleration, cancellation or material modification of any obligation under, create in any party the right to terminate, constitute a default or breach of, or violate or conflict with the terms, conditions or provisions of, or result in the loss of a material benefit under, any Contract to which Seller is a party or by which Seller or the Transferred Purchased Assets are bound or bound, (dc) result in a material breach or violation by Seller of any of the terms, conditions or provisions of any Legal RequirementLaw, Governmental Authorization or Governmental Order solely with respect or (d) cause Buyer to become subject to, or become liable for the Transferred Assets, except as set forth on Section 4.3(d) payment of the Disclosure Scheduleany Tax (other than Transfer Taxes). Except as set forth on Schedule and other than the filing requirements set forth in Section 4.3(d) of the Disclosure Schedule5.4, Seller is not required to give any notice to any Person, and except as set forth on Section 4.3(e) of the Disclosure Schedule, no consent, approval or authorization of, or registration or filing with, any Person or Governmental Authority is required in connection with the execution, execution or delivery or performance by Seller of this Agreement or any of the Ancillary Agreements other Transaction Documents to which Seller is or is to become a party or the consummation of the Transactions.

No Conflict; Third Party Consents. Except as otherwise provided in Section 4.3 The execution and delivery of the Disclosure Schedulethis Agreement does not, and the execution and delivery of this Agreement, the Ancillary Agreementsother Transaction Documents will not, and the consummation of the TransactionsTransactions will not, will not (a) violate or conflict with the provisions of Seller’s certificate the Certificate of incorporation Incorporation or bylawsBylaws of Buyer, (b) result in the imposition of any Encumbrance (other than the rights of Purchaser hereunder) material Lien upon any of the Transferred Assetsproperties or assets of Buyer, (c) cause the acceleration, cancellation or material modification of any obligation under, create in any party the right to terminate, constitute a default or breach of, or violate or conflict with the terms, conditions or provisions of, or result in the loss of a material benefit under, any material Contract to which Seller Buyer is a party or by which Seller it or the Transferred Assets its assets are bound or bound, (dc) result in a material breach or violation by Seller Buyer of any of the terms, conditions or provisions of any Legal Requirementmaterial Law or Order, or (d) require on the part of Buyer any Governmental Authorization or Governmental Order solely any filing with respect to the Transferred Assets, except as set forth on Section 4.3(d) of the Disclosure Schedule. Except as set forth on Section 4.3(d) of the Disclosure Schedule, Seller is not required to give any or notice to any PersonGovernmental Entity, and in each case, except as set forth on Section 4.3(e) of for those instances which would not be reasonably expected to materially adversely affect Buyer’s ability to consummate the Disclosure Schedule, no transactions contemplated hereby. No consent, approval or authorization of, or registration or filing with, any Person or Governmental Authority is required in connection with the execution, execution or delivery or performance by Seller Buyer of this Agreement or any of the Ancillary Agreements other Transaction Documents to which Buyer is or is to become party or the consummation of the Transactions.

No Conflict; Third Party Consents. Except as otherwise provided in Section 4.3 of the Disclosure Scheduleset forth on Schedule 5.3, the execution and delivery of this AgreementAgreement do not, and of the Ancillary Agreementsother Transaction Documents will not, and the consummation of the Transactions, Transactions will not (ai) violate or conflict with the provisions of the Certificate of Incorporation or Bylaws of Seller’s certificate of incorporation or bylaws, (bii) except as would not reasonably be expected to have a Material Adverse Effect, result in the imposition of any Encumbrance (other than the rights of Purchaser hereunder) Lien upon any of the Transferred Assets, (c) cause the acceleration, cancellation acceleration or material modification of any obligation under, create in any party the right to terminate, constitute a default or breach of, or violate or conflict with the terms, conditions or provisions of, or result in the loss of a material benefit under, any Contract to which Seller is a party or by which Seller it or the Transferred Assets are bound or bound, (diii) except as would not reasonably be expected to have a Material Adverse Effect, result in a material breach or violation by Seller of any of the terms, conditions or provisions of any Legal RequirementLaw or Order, or (iv) except for the filing requirements set forth in Section 5.4, require on the part of Seller any Governmental Authorization or any filing with or notice to any Governmental Order solely with respect to the Transferred Assets, except as set forth on Section 4.3(d) of the Disclosure Scheduleor Regulatory Body. Except as set forth on Schedule 5.3 or Schedule 5.4 or as disclosed in Section 4.3(d) of the Disclosure Schedule, Seller is not required to give any notice to any Person, and except as set forth on Section 4.3(e) of the Disclosure Schedule5.4, no consent, approval or authorization of, or registration or filing with, any Person or Governmental Authority is required in connection with the execution, execution or delivery or performance by Seller of this Agreement or any of the Ancillary Agreements <PAGE> 21 other Transaction Documents to which Seller is or is to become party or the consummation of the Transactions.