Common use of No Conflicting Agreements; Consents Clause in Contracts

No Conflicting Agreements; Consents. Except as set forth in Schedule 3.5, neither the execution and delivery of this Agreement or any of the other agreements to be entered into by Seller or any Acquired Entity pursuant to the terms of this Agreement nor the consummation of any of the transactions contemplated hereby or thereby will: (a) violate, conflict with, result in a breach or termination of the terms, conditions or provisions of, constitute a default under, or entitle any party to terminate or accelerate (i) the respective Constituent Documents of Seller or any of the Acquired Entities, (ii) any Contract (other than the Credit Facilities), except such violations, conflicts, breaches, defaults, terminations or accelerations which, either individually or in the aggregate, (A) would not materially impair the ability of Seller and the Acquired Entities to perform their respective obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them or would not prevent the consummation of the transactions contemplated hereby or thereby, or (B) would not reasonably be expected to have a Material Adverse Effect, (iii) any Court Order to which Seller or any of the Acquired Entities is a party or by which Seller or any of the Acquired Entities is bound, or (iv) any requirements of Law affecting Seller or any of the Acquired Entities, except such violations, conflicts, breaches or defaults of such requirements of Law which, either individually or in the aggregate, (A) would not materially impair the ability of Seller and the Acquired Entities to perform their respective obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them or would not prevent the consummation of the transactions contemplated hereby or thereby or (B) would not reasonably be expected to have a Material Adverse Effect; (b) result in the creation or imposition of any Lien upon any of the assets or securities of any Acquired Entity (except for Permitted Liens); (c) require a permit from, the approval, consent or authorization of, or the making by Seller or any of the Acquired Entities of any declaration, filing or registration with, any Governmental Authority, except as provided in Section 5.1 or Section 6.2 and except for such approvals, consents, authorizations, declarations, filings or registrations, the failure of which to be obtained or made (i) would not, individually or in the aggregate, materially impair the ability of Seller and the Acquired Entities to perform their respective obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them or prevent the consummation of the transactions contemplated hereby or thereby or (ii) would not reasonably be expected to have a Material Adverse Effect; or (d) require the approval, consent or authorization of, or notice to, any third party to any Material Contract.

No Conflicting Agreements; Consents. Except as set forth in Schedule 3.5, neither Neither the execution and delivery of this Agreement or any of the other agreements to be entered into by Seller or any Acquired Entity Purchaser pursuant to the terms of this Agreement nor the consummation of any of the transactions contemplated hereby or thereby will: (a) violate, conflict with, result in a breach or termination of the terms, conditions or provisions of, or constitute a default under, or entitle any party to terminate or accelerate under (i) the respective Constituent Documents of Seller Purchaser or any of the Acquired Entitiessubsidiary thereof, (ii) any Contract (other than substituting the Credit Facilitiesterm "Purchaser or one its subsidiaries" for the phrase "Acquired Entities" in the definition thereof), except such violations, conflicts, breaches, defaults, terminations breaches or accelerations defaults which, either individually or in the aggregate, (A) would not materially impair the ability of Seller and the Acquired Entities Purchaser to perform their respective its obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them Purchaser or would not prevent the consummation of the transactions contemplated hereby or thereby, or (B) would not reasonably be expected to have a Material Adverse Effect, (iii) any Court Order to which Seller Purchaser or any one of the Acquired Entities its subsidiaries is a party or by which Seller or any of the Acquired Entities Purchaser is bound, or (iv) any requirements of Law affecting Seller Purchaser or any one of the Acquired Entitiesits subsidiaries, except such violations, conflicts, breaches or defaults of such requirements of Law Laws which, either individually or in the aggregate, (A) would not materially impair the ability of Seller and the Acquired Entities Purchaser to perform their respective its obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them Purchaser or which would not prevent the consummation of the transactions contemplated hereby or thereby or (B) would not reasonably be expected to have a Material Adverse Effect;thereby; or (b) result in the creation or imposition of any Lien upon any of the assets or securities of any Acquired Entity (except for Permitted Liens); (c) require a permit from, the approval, consent or authorization of, or the making by Seller Purchaser or any of the Acquired Entities one its subsidiaries of any declaration, filing or registration with, any Governmental Authority, except as provided in Section 5.1 or Section 6.2 and except for such approvals, consents, authorizations, declarations, filings or registrations, the failure of which to be obtained or made (i) would not, either individually or in the aggregate, materially impair the ability of Seller and the Acquired Entities Purchaser to perform their respective its obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them Purchaser or prevent the consummation of the transactions contemplated hereby or thereby or (ii) would not reasonably be expected to have a Material Adverse Effect; or (d) require the approval, consent or authorization of, or notice to, any third party to any Material Contractthereby.

No Conflicting Agreements; Consents. Except as set forth in Schedule 3.5, neither the execution and delivery of this Agreement or any of the other agreements to be entered into by Seller or any Acquired Entity pursuant to the terms of this Agreement nor the consummation of any of the transactions contemplated hereby or thereby will: (a) violate, conflict with, result in a breach or termination of the terms, conditions or provisions of, constitute a default under, or entitle any party to terminate or accelerate (i) the respective Constituent Documents of Seller or any of the Acquired Entities, (ii) any Contract (other than the Credit Facilities)Contract, except such violations, conflicts, breaches, defaults, terminations or accelerations which, either individually or in the aggregate, (A) would not materially impair the ability of Seller and the Acquired Entities to perform their respective obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them or would not prevent the consummation of the transactions contemplated hereby or thereby, or (B) would not reasonably be expected to have a Material Adverse Effect, (iii) any Court Order to which Seller or any of the Acquired Entities is a party or by which Seller or any of the Acquired Entities is bound, or (iv) any requirements of Law affecting Seller or any of the Acquired Entities, except such violations, conflicts, breaches or defaults of such requirements of Law which, either individually or in the aggregate, (A) would not materially impair the ability of Seller and the Acquired Entities to perform their respective obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them or would not prevent the consummation of the transactions contemplated hereby or thereby or (B) would not reasonably be expected to have a Material Adverse Effect; (b) result in the creation or imposition of any Lien upon any of the assets or securities of any Acquired Entity (except for Permitted Liens);; or (c) require a permit from, the approval, consent or authorization of, or the making by Seller or any of the Acquired Entities of any declaration, filing or registration with, any Governmental Authority, except as provided in Section 5.1 or Section 6.2 and except for such approvals, consents, authorizations, declarations, filings or registrations, the failure of which to be obtained or made (i) would not, individually or in the aggregate, materially impair the ability of Seller and the Acquired Entities to perform their its respective obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them it or prevent the consummation of the transactions contemplated hereby or thereby or (ii) would not reasonably be expected to have a Material Adverse Effect; or (d) require the approval, consent or authorization of, or notice to, any third party to any Material Contract.

No Conflicting Agreements; Consents. Except as set forth in on Schedule 3.54.3, neither the execution and delivery of this Agreement or any of the other agreements to be entered into by Seller or any Acquired Entity Purchaser pursuant to the terms of this Agreement nor the consummation of any of the transactions contemplated hereby or thereby will: (a) violate, conflict with, result in a breach or termination of the terms, conditions or provisions of, or constitute a default under, or entitle any party to terminate or accelerate under (i) the respective Constituent Documents of Seller Purchaser or any of the Acquired EntitiesAffiliate thereof, (ii) any Contract (other than substituting the Credit Facilitiesterm “Purchaser or one of its Affiliates” for the phrase “Acquired Entities” in the definition thereof), except such violations, conflicts, breaches, defaults, terminations breaches or accelerations defaults which, either individually or in the aggregate, (A) would not materially impair the ability of Seller and the Acquired Entities Purchaser to perform their respective its obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them Purchaser or would not prevent the consummation of the transactions contemplated hereby or thereby, or (B) would not reasonably be expected to have a Material Adverse Effect, (iii) any Court Order to which Seller Purchaser or any of the Acquired Entities its Affiliates is a party or by which Seller Purchaser or any of the Acquired Entities its Affiliates is bound, or (iv) any requirements of Law affecting Seller Purchaser or any of the Acquired Entitiesits Affiliates, except such violations, conflicts, breaches or defaults of such requirements of Law Laws which, either individually or in the aggregate, (A) would not materially impair the ability of Seller and the Acquired Entities Purchaser to perform their respective its obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them Purchaser or which would not prevent the consummation of the transactions contemplated hereby or thereby or (B) would not reasonably be expected to have a Material Adverse Effect;thereby; or (b) result in the creation or imposition of any Lien upon any of the assets or securities of any Acquired Entity (except for Permitted Liens); (c) require a permit from, the approval, consent or authorization of, or the making by Seller Purchaser or any of the Acquired Entities one its Affiliates of any declaration, filing or registration with, any Governmental Authority, except as provided in Section 5.1 or Section 6.2 and except for such approvals, consents, authorizations, declarations, filings or registrations, the failure of which to be obtained or made (i) would not, either individually or in the aggregate, materially impair the ability of Seller and the Acquired Entities Purchaser to perform their respective its obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them Purchaser or prevent the consummation of the transactions contemplated hereby or thereby or (ii) would not reasonably be expected to have a Material Adverse Effect; or (d) require the approval, consent or authorization of, or notice to, any third party to any Material Contractthereby.

No Conflicting Agreements; Consents. Except as set forth in Schedule 3.5, neither Neither the execution and delivery of this Agreement or nor any of the other agreements to be entered into by Seller or any Acquired Entity Purchaser pursuant to the terms of this Agreement nor the consummation of any of the transactions contemplated hereby or thereby will: (a) violate, conflict with, result in a breach or termination of the terms, conditions or provisions of, or constitute a default under, or entitle any party to terminate or accelerate under (i) the respective Constituent Documents of Seller or any of the Acquired EntitiesPurchaser, (ii) any Contract material agreement, lease, sublease, license, sublicense, promissory note, evidence of indebtedness or other contract (other than the Credit Facilities)whether written or oral) to which assets of Purchaser are a party or by which Purchaser is bound, except such violations, conflicts, breaches, defaults, terminations breaches or accelerations which, either individually or in the aggregate, (A) defaults which would not materially impair the ability of Seller and the Acquired Entities Purchaser to perform their respective its obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them Purchaser or would not prevent the consummation of the transactions contemplated hereby or thereby, or (B) would not reasonably be expected to have a Material Adverse Effect, (iii) any Court Order to which Seller or any of the Acquired Entities Purchaser is a party or by which Seller or any of the Acquired Entities Purchaser is bound, bound or (iv) any material requirements of Law affecting Seller or any of the Acquired EntitiesPurchaser, except such violations, conflicts, breaches or defaults of such requirements of Law which, either individually or in the aggregate, (A) Laws which would not materially impair the ability of Seller and the Acquired Entities Purchaser to perform their respective its obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them Purchaser or which would not prevent the consummation of the transactions contemplated hereby or thereby or (B) would not reasonably be expected to have a Material Adverse Effect;thereby; or (b) result in the creation or imposition of any Lien upon any of the assets or securities of any Acquired Entity (except for Permitted Liens); (c) require a permit frompermit, the approval, consent or authorization offrom, or the making by Seller or any of the Acquired Entities Purchaser of any declaration, filing or registration with, any Governmental Authority, except as provided in Section 5.1 or Section 6.2 6.1 and except for such approvals, consents, authorizations, declarations, filings or registrations, the failure of which to be obtained or made (i) would not, individually or in the aggregate, not materially impair the ability of Seller and the Acquired Entities Purchaser to perform their respective its obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them Purchaser or prevent the consummation of the transactions contemplated hereby or thereby or (ii) would not reasonably be expected to have a Material Adverse Effect; or (d) require the approval, consent or authorization of, or notice to, any third party to any Material Contractthereby.

No Conflicting Agreements; Consents. Except as set forth in Schedule SCHEDULE 3.5, neither the execution and delivery of this Agreement or any of the other agreements to be entered into by any Seller or any Acquired Entity pursuant to the terms of this Agreement nor the consummation of any of the transactions contemplated hereby or thereby will: (a) violate, conflict with, result in a breach or termination of the terms, conditions or provisions of, constitute a default under, or entitle any party to terminate or accelerate (i) the respective Constituent Documents Certificates of Seller Incorporation or Bylaws of Columbia, Holdings, Galen or any of the Acquired EntitiesEntitiex, (ii) any Contract (other than the Credit Facilities)Contract, except such violations, conflicts, breaches, defaults, terminations or accelerations which, either individually or in the aggregate, (A) would not materially impair the ability of Seller the Sellers and the Acquired Entities to perform their respective obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them or would not prevent the consummation of the transactions contemplated hereby or thereby, or (B) would not reasonably be expected to have cause a Material Adverse Effect, (iii) any Court Order to which any Seller or any of the Acquired Entities is a party or by which any Seller or any of the Acquired Entities is bound, or (iv) any requirements of Law affecting any Seller or any of the Acquired Entities, except such violations, conflicts, breaches or defaults of such requirements of Law Laws which, either individually or in the aggregate, (A) would not materially impair the ability of Seller the Sellers and the Acquired Entities to perform their respective obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them or would not prevent the consummation of the transactions contemplated hereby or thereby thereby, or (B) would not reasonably be expected to have cause a Material Adverse Effect; (b) result in the creation or imposition of any Lien upon any of the assets or securities of any Acquired Entity (except for Permitted Liens);; or (c) require a permit from, the approval, consent or authorization of, or the making by any Seller or any of the Acquired Entities of any declaration, filing or registration with, any Governmental Authority, except as provided in Section 5.1 or Section 6.2 and except for such approvals, consents, authorizations, declarations, filings or registrations, the failure of which to be obtained or made (i) would not, individually or in the aggregate, materially impair the ability of Seller and the Acquired Entities Sellers to perform their respective obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them or prevent the consummation of the transactions contemplated hereby or thereby thereby, or (ii) would not reasonably be expected to have cause a Material Adverse Effect; or (d) require the approval, consent or authorization of, or notice to, any third party to any Material Contract.

No Conflicting Agreements; Consents. Except as set forth in Schedule 3.53.6, neither the execution and delivery of this Agreement or any of the other agreements to be entered into by any Seller or any Acquired Entity pursuant to the terms of this Agreement nor the consummation of any of the transactions contemplated hereby or thereby will: (a) violate, conflict with, result in a breach or termination of the terms, conditions or provisions of, constitute a default under, or entitle any party to terminate or accelerate (i) the respective Constituent Documents Certificates of Seller Incorporation or Bylaws of HCA, Holdings, or any of the Acquired Entities, (ii) any Contract (other than the Credit Facilities)Contract, except such violations, conflicts, breaches, defaults, terminations or accelerations which, either individually or in the aggregate, (A) would not materially impair the ability of Seller the Sellers and the Acquired Entities to perform their respective obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them or would not prevent the consummation of the transactions contemplated hereby or thereby, or (B) would not reasonably be expected to have a Material Adverse Effect, (iii) any Court Order to which either Seller or any of the Acquired Entities is a party or by which any Seller or any of the Acquired Entities is bound, or (iv) any requirements of Law affecting any Seller or any of the Acquired Entities, except such violations, conflicts, breaches or defaults of such requirements of Law Laws which, either individually or in the aggregate, (A) would not materially impair the ability of Seller the Sellers and the Acquired Entities to perform their respective obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them or would not prevent the consummation of the transactions contemplated hereby or thereby thereby, or (B) would not reasonably be expected to have a Material Adverse Effect; (b) result in the creation or imposition of any Lien upon any of the assets or securities of any Acquired Entity (except for Permitted Liens);; or (c) require a permit from, the approval, consent or authorization of, or the making by either Seller or any of the Acquired Entities of any declaration, filing or registration with, any Governmental Authority, except as provided in Section 5.1 or Section 6.2 and except for such approvals, consents, authorizations, declarations, filings or registrations, the failure of which to be obtained or made (i) would not, individually or in the aggregate, materially impair the ability of Seller and the Acquired Entities Sellers to perform their respective obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them or prevent the consummation of the transactions contemplated hereby or thereby thereby, or (ii) would not reasonably be expected to have a Material Adverse Effect; or (d) require the approval, consent or authorization of, or notice to, any third party to any Material Contract.

No Conflicting Agreements; Consents. Except as set forth in Schedule 3.5, neither Neither the execution and delivery of this Agreement or any of the other agreements to be entered into by Seller or any Acquired Entity Purchaser pursuant to the terms of this Agreement nor the consummation of any of the transactions contemplated hereby or thereby will: (a) violate, conflict with, result in a breach or termination of the terms, conditions or provisions of, or constitute a default under, or entitle any party to terminate or accelerate under (i) the respective Constituent Documents Certificate of Seller Incorporation or any Bylaws of the Acquired EntitiesPurchaser, (ii) any Contract (other than substituting the Credit Facilitiesterm "Purchaser" for the phrase "Acquired Entities" in the definition thereof), except such violations, conflicts, breaches, defaults, terminations breaches or accelerations defaults which, either individually or in the aggregate, (A) would not materially impair the ability of Seller and the Acquired Entities Purchaser to perform their respective its obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them Purchaser or would not prevent the consummation of the transactions contemplated hereby or thereby, or (B) would not reasonably be expected to have a Material Adverse Effect, (iii) any Court Order to which Seller or any of the Acquired Entities Purchaser is a party or by which Seller or any of the Acquired Entities Purchaser is bound, or (iv) any requirements of Law affecting Seller or any of the Acquired EntitiesPurchaser, except such violations, conflicts, breaches or defaults of such requirements of Law Laws which, either individually or in the aggregate, (A) would not materially impair the ability of Seller and the Acquired Entities Purchaser to perform their respective its obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them Purchaser or which would not prevent the consummation of the transactions contemplated hereby or thereby or (B) would not reasonably be expected to have a Material Adverse Effect;thereby; or (b) result in the creation or imposition of any Lien upon any of the assets or securities of any Acquired Entity (except for Permitted Liens); (c) require a permit from, the approval, consent or authorization of, or the making by Seller or any of the Acquired Entities Purchaser of any declaration, filing or registration with, any Governmental Authority, except as provided in Section 5.1 6.2 or Section 6.2 5.1 and except for such approvals, consents, authorizations, declarations, filings or registrations, the failure of which to be obtained or made (i) would not, either individually or in the aggregate, materially impair the ability of Seller and the Acquired Entities Purchaser to perform their respective its obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them Purchaser or prevent the consummation of the transactions contemplated hereby or thereby or (ii) would not reasonably be expected to have a Material Adverse Effect; or (d) require the approval, consent or authorization of, or notice to, any third party to any Material Contractthereby.

No Conflicting Agreements; Consents. Except as set forth in Schedule 3.5, neither Neither the Reorganization nor the execution and delivery of this Agreement or any of the other agreements to be entered into by HCA, any Seller or any Acquired Entity pursuant to the terms of this Agreement nor the consummation of any of the transactions contemplated hereby or thereby will: (a) violate, conflict with, result in a breach or termination of the terms, conditions or provisions of, constitute a default under, or entitle any party to terminate or accelerate (whether with notice or lapse of time or both as a result of events that occurred on or prior to Closing), (i) the respective Constituent Documents of HCA, Seller Group, or any of the Acquired Entities, (ii) any Contract (other than the Credit Facilities)Contract, except such violations, conflicts, breaches, defaults, terminations or accelerations which, either individually or in the aggregate, (A) would not materially impair the ability of Seller and the Acquired Entities to perform their respective obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them or would not prevent the consummation of the transactions contemplated hereby or thereby, or (B) which would not reasonably be expected to have a Material Hospital Gxxxx Xxxxxxxx Adverse Effect; provided, however, that no representation or warranty is given with respect to any change of control or assignment provision in any Contract (other than employment agreements and Company Plans); (iii) any Court Order to which HCA, Seller Group or any of the Acquired Entities is a party or by which HCA, any Seller or any of the Acquired Entities is bound, or (iv) any requirements of Law affecting HCA, any Seller or any of the Acquired Entities, except such violations, conflicts, breaches or defaults of such requirements of Law which, either individually or in the aggregate, (A) Laws which would not reasonably be expected to have a Hospital Gxxxx Xxxxxxxx Adverse Effect or materially impair the ability of Seller and the Acquired Entities HCA to perform their respective its obligations hereunder or under the other agreements contemplated hereby to be entered into by Purchaser; provided, however, that no representation or warranty under this Section 3.5 is given with respect to any of them state or would not prevent the consummation of the transactions contemplated hereby or thereby or (B) would not reasonably be expected to have a Material Adverse Effectfederal antitrust law; (b) result in the creation or imposition of any Lien Encumbrance upon any of the assets or securities of any Acquired Entity (except for Permitted LiensEncumbrances);; or (c) require a permit frompermit, the approval, consent or authorization offrom, or the making by HCA, Seller Group or any of the Acquired Entities of any declaration, filing or registration with, any Governmental Authority, except as provided in Section 5.1 or Section 6.2 and except for such approvals, consents, authorizations, declarations, filings or registrations, the failure of which to be obtained or made (i) would not, individually not reasonably be expected to have a Hospital Gxxxx Xxxxxxxx Adverse Effect or in the aggregate, materially impair the ability of Seller and the Acquired Entities HCA to perform their respective its obligations hereunder or under the other agreements contemplated hereby to be entered into by any of them HCA or prevent the consummation of the transactions contemplated hereby or thereby thereby; provided, however, that no representation or (ii) would not reasonably be expected to have a Material Adverse Effect; or (d) require the approval, consent or authorization of, or notice to, any third party warranty is given under this Section 3.5 with respect to any Material Contractstate or federal antitrust law.