Common use of No Conflicting Agreements; Consents Clause in Contracts

No Conflicting Agreements; Consents. Neither the execution and delivery of this Agreement or any of the other agreements to be entered into by Holdings or Sub pursuant to this Agreement nor the consummation of any of the transactions contemplated hereby or thereby will: (a) violate, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default (or trigger change of control provisions) 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 Constituent Documents of Holdings or Sub, (ii) any material agreement, lease, sublease, license, sublicense, promissory note, evidence of indebtedness or other Contract (whether written or oral) to which assets of Holdings or Sub are a party or by which Holdings or Sub is bound, (iii) any Court Order to which Holdings or Sub is a party or by which Holdings or Sub is bound, or (iv) any requirements of Law affecting Holdings or Sub, except where such violation, conflict, breach, termination or default (other than with respect to clause (i) above) would not result in a Holdings Material Adverse Effect; or (b) require Holdings or Sub to obtain any permit, approval, consent or authorization from, or the making by Holdings or by Sub of any declaration, filing or registration with, any Governmental Authority or other Person the failure to obtain or make would have a Holdings Material Adverse Effect, except (i) as provided on Schedule 5.3, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of California on the Closing Date, and (iii) the filing under the HSR Act. Holdings and Sub shall use their best efforts to obtain all permits, approvals, consents, authorizations, filings and registrations set forth on Schedule 5.3 prior to the Closing Date.

No Conflicting Agreements; Consents. Neither the execution and delivery of this Agreement or any of the other agreements to be entered into by Holdings the Company or Sub any other Acquired Entity pursuant to the terms of this Agreement nor the consummation of any of the transactions contemplated hereby or thereby will: (a) Except as set forth on Schedule 4.4, violate, conflict with, result in a breach or termination of the terms, conditions or provisions of, or constitute a default (or trigger change of control provisions) under 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 Holdings or Subthe Acquired Entities, (ii) any material agreement, lease, sublease, license, sublicense, promissory note, evidence of indebtedness or other Contract (whether written or oral) to which assets of Holdings or Sub are a party or by which Holdings or Sub is boundMaterial Contract, (iii) any Court Order to which Holdings or Sub any of the Acquired Entities is a party or by which Holdings or Sub any of the Acquired Entities is bound, or (iv) any requirements of Law affecting Holdings or Subany of the Acquired Entities, except where such violation, conflict, breach, termination or default (other than with respect to clause (i) above) would not result in a Holdings Business Material Adverse Effect; (b) result in the creation or imposition of any Encumbrance upon any of the assets of any Acquired Entity (except for Permitted Encumbrances); or (bc) require Holdings or Sub any of the Acquired Entities to obtain any permit, approval, consent or authorization from, or the making by Holdings or by Sub any of the Acquired Entities of any declaration, filing or registration with, any Governmental Authority or other Person (including, but not limited to, any party to a Material Contract with the Acquired Entities) the failure to obtain or make would have a Holdings Business Material Adverse Effect, except (i) as provided on in Schedule 5.34.4, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of California on the Closing Date, and (iii) the filing under the HSR Act, and (iv) any Healthcare Approvals (as hereinafter defined). Holdings and Sub For purposes of this Agreement, “Healthcare Approvals” shall use their best efforts to obtain mean all licenses, permits, approvalscertificates, consentsno objection letters, authorizationsclearances and other authorization of, or notices to or filings with, any Governmental Authority which are or may be required to be made by any Acquired Entity under any Healthcare Laws (as hereinafter defined) in connection with this Agreement. For purposes of this Agreement, “Healthcare Laws” shall mean all Laws, federal and registrations set forth on Schedule 5.3 prior California statutes, codes, regulations, orders and rules of any Governmental Authorities having jurisdiction over general acute care hospitals in California which are generally applicable to, or regulate, the ownership and operation of, or changes in ownership or operation of, or provision of any services by, a general acute care hospital in California, or which relate to the Closing Dateright of a general acute care hospital in California to participation in, or receive reimbursement for services from, the Medicare and Medi-Cal programs or other governmental or private third party payors.