Common use of No Conflicts; Approvals and Consents Clause in Contracts

No Conflicts; Approvals and Consents. (a) The execution, delivery and performance by such Seller of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby will not conflict with or violate any provision of the Charter Documents of such Seller, (ii) assuming that all Required Statutory Approvals have been obtained, conflict with or violate any Law applicable to such Seller or by which it is bound, (iii) conflict with, result in any breach of or loss of any rights under, constitute a default under, or require any consent of any Person pursuant to (or otherwise constitute an event that would give rise to any of the foregoing), any Contract to which such Seller is a party or by which it is bound, or (iv) result in the creation of, or require the creation of, any Lien upon such Seller’s Seller Shares, except, in the cases of clauses (iii) or (iv), to the extent such conflicts, liabilities or Liens, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. (b) Except for (i) compliance with, and filings under, the HSR Act and the rules and regulations thereunder, (ii) FERC Approval and (iii) such other items set forth on Schedule 3.4(b) (the items set forth above in clauses (i) through (iii), collectively, the “Required Statutory Approvals”), no Permits are or will be required to be obtained or made by such Seller in connection with the execution, delivery and performance of this Agreement or any of the other Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Approvals and Consents. (ai) The Other than the notices, reports, filings, consents, registrations, declarations, approvals, permits or authorizations (A) required by the Secretary of the State of Delaware as contemplated hereby; (B) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (C) by, with, to or from the Gaming Authorities (as defined in Section 8.03) in New Jersey, Nevada, Missouri and Indiana with jurisdiction over Aztar’s gaming operations under any Gaming Laws (as defined in Section 8.03) applicable to Aztar (collectively, the “Aztar Required Gaming Approvals”), except as set forth in Section 3.01(d)(i) of the Aztar Disclosure Letter, no notices, declarations, reports or other filings are required to be made by Aztar with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Aztar or any of its subsidiaries from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental authority (each, a “Governmental Authority”), in connection with the execution, delivery and performance by such Seller of this Agreement and the other Transaction Documents to which it is a party by Aztar and the consummation by Aztar of the transactions contemplated hereby Merger and thereby will not conflict the compliance by Aztar with the provisions of this Agreement, or violate any provision in connection with the continuing operation of the Charter Documents business of such SellerAztar and its subsidiaries following the Effective Time, (ii) assuming except those that all Required Statutory Approvals have been obtained, conflict with the failure to make or violate any Law applicable to such Seller or by which it is bound, (iii) conflict with, result in any breach of or loss of any rights under, constitute a default under, or require any consent of any Person pursuant to (or otherwise constitute an event that would give rise to any of the foregoing), any Contract to which such Seller is a party or by which it is bound, or (iv) result in the creation of, or require the creation of, any Lien upon such Seller’s Seller Shares, except, in the cases of clauses (iii) or (iv), to the extent such conflicts, liabilities or Liensobtain, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Aztar. (b) Except for (i) compliance with, and filings under, the HSR Act and the rules and regulations thereunder, (ii) FERC Approval and (iii) such other items set forth on Schedule 3.4(b) (the items set forth above in clauses (i) through (iii), collectively, the “Required Statutory Approvals”), no Permits are or will be required to be obtained or made by such Seller in connection with the The execution, delivery and performance of this Agreement by Aztar do not, and the consummation by Aztar of the Merger and the compliance by Aztar with the provisions of this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of Aztar or the comparable governing documents of any of its subsidiaries; (B) except as set forth in Section 3.01(d)(ii)(B) of the Aztar Disclosure Letter, with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of Aztar or any of its subsidiaries pursuant to any agreement, lease, license, contract, note, mortgage, indenture or other obligation, whether or not in writing (a “Contract”), binding upon Aztar or any of its subsidiaries or, assuming (solely with respect to performance of this Agreement by Aztar and consummation by Aztar of the Merger) compliance with the matters referred to in Section 3.01(d)(i), any Law (as defined in Section 3.01(j)) or governmental or non-governmental permit or license to which Aztar or any of its subsidiaries is subject; or (C) any change in the rights or obligations of any party under any Contract binding upon Aztar or any of its subsidiaries (including, without limitation, any change in pricing, term, put or call rights, rights of first offer, rights of first refusal, tag-along or drag-along rights or any similar rights or obligations which may be exercised in connection with the Merger and the other Transaction Documents transactions contemplated hereby), except in the case of clause (B) and (C) as individually or in the aggregate have not had and would not reasonably be expected to have a material adverse effect on Aztar. (iii) Section 3.01(d)(iii) of the Aztar Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 3.01(m)) of Aztar or any of its subsidiaries pursuant to which it is a party consents or waivers are required in connection with the consummation performance by Aztar of the transactions contemplated hereby and therebyits obligations hereunder.

No Conflicts; Approvals and Consents. (a) The execution, delivery and performance by such Seller Buyer of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby will not (i) conflict with or violate any provision of the Charter Documents of such SellerBuyer, (ii) assuming that all Required Statutory Approvals have been obtained, conflict with or violate any Law applicable to such Seller Buyer or by which it is boundor any of its properties or assets are bound or affected, or (iii) conflict with, result in any breach of or loss of any rights under, constitute a default under, or require any consent of any Person pursuant to (or otherwise constitute an event that would give rise to any of the foregoing), any Contract to which such Seller Buyer is a party or by which it is bound, or (iv) result in the creation of, or require the creation of, any Lien upon such Seller’s Seller Shares, except, in the cases case of clauses this clause (iii) or (iv), to the extent such conflicts, liabilities conflicts or Liensliabilities, individually or in the aggregate, have do not had and would not reasonably be expected to have prevent, materially delay or materially impede the performance by Buyer of its obligations under this Agreement or the other Transaction Documents to which it is a Material Adverse Effectparty, or the consummation by Buyer of the transactions contemplated hereby or thereby. (b) Except for (i) compliance with, and filings under, the HSR Act and the rules and regulations thereunder, (ii) FERC Approval and (iii) such other items set forth on Schedule 3.4(b) (the items set forth above in clauses (i) through (iii), collectively, the “Required Statutory Approvals”), no Permits are or will be required to be obtained or made by such Seller Buyer in connection with the execution, delivery and performance of this Agreement or any of the other Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Approvals and Consents. (ai) The execution, execution and delivery and performance by such Seller of this Agreement by Parent and Merger Sub and the other Transaction Documents to which it is a party Indenture by Parent do not, and the performance by Parent and Merger Sub of their respective obligations hereunder and under the Indenture and the consummation of the Merger and the other transactions contemplated hereby and thereby will not conflict with or violate any provision of the Charter Documents of such Sellernot, (ii) assuming that all Required Statutory Approvals have been obtained, conflict with or violate any Law applicable to such Seller or by which it is bound, (iii) conflict with, result in any a violation of, breach of or loss of any rights underof, constitute (with or without notice or lapse of time or both) a default under, result in or require give to any consent person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Person pursuant to (or otherwise constitute an event that would give rise to Lien upon any of the foregoingassets or properties of Parent or Merger Sub under, any of the terms, conditions or provisions of (A) the certificates of incorporation or by-laws (or other comparable organizational documents) of Parent or Merger Sub, or (B) subject to the taking of the actions described in paragraph (ii) of this Section 3.02(d), including the filings and approvals described in Section 3.02(d)(ii), any Contract laws or orders of any Governmental Authority applicable to Parent or Merger Sub or any of their respective assets or properties, or (C) any note, bond, mortgage, security agreement, credit agreement, indenture, license, franchise, permit, concession, contract, lease, obligation or other instrument to which such Seller Parent or Merger Sub is a party or by which it Parent or Merger Sub or any of their respective assets or properties is bound, or (iv) result in excluding from the creation of, or require the creation of, any Lien upon such Seller’s Seller Shares, except, in the cases of foregoing clauses (iiiB) or and (iv), to the extent C) such conflicts, liabilities or Liensitems that, individually or in the aggregate, have would not had and or would not reasonably be expected to have a Parent Material Adverse Effect. (bii) Except for (iA) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of the Joint Proxy/S-4 and the declaration of effectiveness of the Joint Proxy/S-4 by the SEC, and other filings required under, and compliance with other applicable requirements of, the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby; (C) such filings and approvals as may be required under the rules and regulations thereunder, (ii) FERC Approval of the NYSE; and (iiiD) such other items set forth on Schedule 3.4(b) (the items set forth above in clauses (i) through (iii), collectively, filing and recordation of the “Required Statutory Approvals”)Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, no Permits are Consents or will be action of, registration, declaration or filing with or notice to any Governmental Authority is necessary or required to be obtained or made by such Seller in connection with the execution, execution and delivery and performance of this Agreement or any by Parent and Merger Sub and the Indenture by Parent, the performance by Parent and Merger Sub of the other Transaction Documents to which it is a party their respective obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby and therebyhereby, other than such items that the failure to make or obtain, as the case may be, individually or in the aggregate, would not or would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Approvals and Consents. (ai) The execution, execution and delivery and performance by such Seller of this Agreement by Parent and Merger Sub do not, and the other Transaction Documents to which it is a party performance by Parent and Merger Sub of their respective obligations hereunder and the consummation of the Merger and the other transactions contemplated hereby and thereby will not conflict with or violate any provision of the Charter Documents of such Sellernot, (ii) assuming that all Required Statutory Approvals have been obtained, conflict with or violate any Law applicable to such Seller or by which it is bound, (iii) conflict with, result in any a violation or breach of or loss of any rights underof, constitute (with or without notice or lapse of time or both) a default under, result in or require give to any consent person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Person pursuant to (or otherwise constitute an event that would give rise to Lien upon any of the foregoingassets or properties of Parent or Merger Sub under, any of the terms, conditions or provisions of (A) the certificates or articles of incorporation or by-laws (or other comparable organizational documents) of Parent or Merger Sub, (B) subject to the taking of the actions described in paragraph (ii) of this Section 3.02(c), including the Parent Required Statutory Approvals, any Contract laws or orders of any Governmental Authority applicable to Parent or Merger Sub or any of their respective assets or properties or (C) any note, bond, mortgage, security agreement, credit agreement, indenture, license, franchise, permit, concession, contract, lease, obligation or other instrument to which such Seller Parent or Merger Sub is a party or by which it Parent or Merger Sub or any of their respective assets or properties is bound, or (iv) result in excluding from the creation of, or require the creation of, any Lien upon such Seller’s Seller Shares, except, in the cases of foregoing clauses (iiiB) or and (iv), to the extent C) such conflicts, liabilities or Liensitems that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effectprevent or materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement. (bii) Except for (iA) compliance with, and filings under, the HSR Act; (B) the filing with and, to the extent required, the clearance by, the SEC of reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby; (C) such filings and approvals as may be required under rules and regulations thereunder, of the NYSE; (iiD) authorization of FERC Approval under the Power Act; (E) compliance with and such filings as may be required by the LPSC; (F) compliance with and such filings as may be required by the LBCL; (G) the FCC Pre-Approvals; and (iiiH) such other items set forth on Schedule 3.4(b) CFIUS Clearance (the items set forth above in clauses (iA), (D), (E), (G) through and (iiiH), collectively, the “Parent Required Statutory Approvals”), no Permits are Consents or will be action of, registration, declaration or filing with or notice to any Governmental Authority is necessary or required to be obtained or made by such Seller in connection with the execution, execution and delivery and performance of this Agreement or any by Parent and Merger Sub, the performance by Parent and Merger Sub of the other Transaction Documents to which it is a party their respective obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby hereby, other than such items that the failure to make or obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to prevent or materially delay or materially impair the ability of Parent or Merger Sub to consummate the Merger and therebythe other transactions contemplated by this Agreement.

No Conflicts; Approvals and Consents. (ai) The Other than the notices, reports, filings, consents, registrations, approvals, permits or authorizations (A) required under the HSR Act, the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act; (B) with or to the Federal Communications Commission (the “FCC”); (C) with or to those state public service or public utility commissions or similar state regulatory bodies (“State Commissions”) listed in Section 4.1(d)(i) of the Company Disclosure Letter; and (D) with or to those state agencies or departments or local governments that have issued telecommunications franchises or any other similar authorizations, no notices, reports or other filings are required to be made by Company or any of its subsidiaries or, to Company’s knowledge, the Members or any of their respective affiliates with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Company or any of its subsidiaries or, to Company’s knowledge, any of the Members or any of their respective affiliates from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental authority (each a “Governmental Authority”), in connection with the execution, delivery and performance by such Seller of this Agreement by Company and the Members and the consummation by Company of the Merger and the other Transaction Documents to which it is a party and transactions contemplated hereby, or in connection with the consummation continuing operation of the transactions contemplated hereby business of Company and thereby will not conflict with its subsidiaries immediately following the Effective Time, except those that the failure to make or violate any provision of the Charter Documents of such Seller, (ii) assuming that all Required Statutory Approvals have been obtained, conflict with or violate any Law applicable to such Seller or by which it is bound, (iii) conflict with, result in any breach of or loss of any rights under, constitute a default under, or require any consent of any Person pursuant to (or otherwise constitute an event that would give rise to any of the foregoing), any Contract to which such Seller is a party or by which it is bound, or (iv) result in the creation of, or require the creation of, any Lien upon such Seller’s Seller Shares, except, in the cases of clauses (iii) or (iv), to the extent such conflicts, liabilities or Liensobtain, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Company. (b) Except for (i) compliance with, and filings under, the HSR Act and the rules and regulations thereunder, (ii) FERC Approval and (iii) such other items set forth on Schedule 3.4(b) (the items set forth above in clauses (i) through (iii), collectively, the “Required Statutory Approvals”), no Permits are or will be required to be obtained or made by such Seller in connection with the The execution, delivery and performance of this Agreement by Company and the Members do not, and the consummation by Company of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of formation, operating agreement or other governing documents of Company or the comparable governing documents of any of its subsidiaries or any Member; (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under or the creation of a Lien (other than a Permitted Lien) on any of the assets of Company or any of its subsidiaries or any of the Members pursuant to any agreement, lease, license, contract, note, mortgage, indenture or other Transaction Documents legally binding obligation (a “Contract”) binding upon Company or any of its subsidiaries or any of the Members or any Law or governmental or non-governmental permit or license to which it is a party Company or the consummation any of its subsidiaries or any of the Members is subject; or (C) any change in the rights or obligations of any party under any Contract binding upon Company or any of its subsidiaries (including, without limitation, any change in pricing, term, put or call rights, rights of first offer, rights of first refusal, tag-along or drag-along rights or any similar rights or obligations which may be exercised in connection with the Merger and the other transactions contemplated hereby hereby) or any of the Members, except in the case of clause (B) (other than respect to Liens) and thereby(C) as individually or in the aggregate, do not involve Company Material Contracts or as have not had and would not reasonably be expected to have a material adverse effect on Company. (iii) Section 4.1(d)(iii) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts pursuant to which consents or waivers are or may be required to consummate the Merger and the other transactions contemplated by this Agreement. (iv) As of the date of this Agreement, neither Company nor any of its subsidiaries holds claims, as creditor or claimant, of greater than $10.0 million with respect to any one debtor or debtor-in-possession subject to proceedings under Chapter 11 of Title 11 of the United States Code.

No Conflicts; Approvals and Consents. (ai) The execution, execution and delivery and performance by such Seller of this Agreement by Parent and Merger Sub do not, and the other Transaction Documents to which it is a party performance by Parent and Merger Sub of their respective obligations hereunder and the consummation of the Merger and the other transactions contemplated hereby and thereby will not conflict with or violate any provision of the Charter Documents of such Sellernot, (ii) assuming that all Required Statutory Approvals have been obtained, conflict with or violate any Law applicable to such Seller or by which it is bound, (iii) conflict with, result in any breach of or a violation of, loss of any rights under, breach of, constitute (with or without notice or lapse of time or both) a default under, result in or require give to any consent person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Person pursuant to (or otherwise constitute an event that would give rise to Lien other than Permitted Liens upon any of the foregoingassets or properties of Parent or any Parent Subsidiary under, any of the terms, conditions or provisions of (A) the certificates of incorporation or by-laws (or other comparable organizational documents) of Parent or any Parent Subsidiary, or (B) subject to the taking of the actions described in paragraph (ii) of this Section 3.02(d), including the filings and approvals described in Section 3.02(d)(ii), any Contract laws or orders of any Governmental Authority applicable to Parent or any Parent Subsidiary or any of their respective assets or properties, or (C) any note, bond, mortgage, security agreement, credit agreement, indenture, license, franchise, permit, concession, contract, lease, obligation or other instrument to which such Seller Parent or any Parent Subsidiary is a party or by which it Parent or any Parent Subsidiary or any of their respective assets or properties is bound, or (iv) result in excluding from the creation of, or require the creation of, any Lien upon such Seller’s Seller Shares, except, in the cases of foregoing clauses (iiiB) or and (iv), to the extent C) such conflicts, liabilities or Liensitems that, individually or in the aggregate, have would not had and or would not reasonably be expected to have a Parent Material Adverse Effect. (bii) Except for (iA) compliance with, and filings filings, consents, or approvals under, the HSR Act and any other applicable Antitrust Laws, as applicable; (B) the filing with the SEC of the Proxy/S-4 and the declaration of effectiveness of the Proxy/S-4 by the SEC, and other filings required under, and compliance with other applicable requirements of, the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby; (C) such filings and approvals as may be required under Securities Act of 1933, as amended, or the rules and regulations thereunderof the NYSE and Nasdaq; (D) the Consents referenced in Section 3.01(d)(ii)(D), (ii) FERC Approval and (iiiE) such other items set forth on Schedule 3.4(b) (the items set forth above in clauses (i) through (iii), collectively, filing of the “Required Statutory Approvals”)Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, no Permits are Consents or will be action of, registration, declaration or filing with or notice to any Governmental Authority is necessary or required to be obtained or made by such Seller in connection with the execution, execution and delivery and performance of this Agreement or any by Parent and Merger Sub, the performance by Parent and Merger Sub of the other Transaction Documents to which it is a party their respective obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby and therebyhereby, other than such items that the failure to make or obtain, as the case may be, individually or in the aggregate, would not or would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Approvals and Consents. (ai) The execution, execution and delivery and performance by such Seller of this Agreement by Parent and Merger Sub do not, and the other Transaction Documents to which it is a party performance by Parent and Merger Sub of their respective obligations hereunder and the consummation of the Merger and the other transactions contemplated hereby and thereby will not conflict with or violate any provision of the Charter Documents of such Sellernot, (ii) assuming that all Required Statutory Approvals have been obtained, conflict with or violate any Law applicable to such Seller or by which it is bound, (iii) conflict with, result in any breach of or a violation of, loss of any rights under, breach of, constitute (with or without notice or lapse of time or both) a default under, result in or require give to any consent person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Person pursuant to (or otherwise constitute an event that would give rise to Lien other than Permitted Liens upon any of the foregoingassets or properties of Parent or any Parent Subsidiary under, any of the terms, conditions or provisions of (A) the certificates of incorporation or by-laws (or other comparable organizational documents) of Parent or any Parent Subsidiary, or (B) subject to the taking of the actions described in paragraph (ii) of this Section 3.02(d), including the filings and approvals described in Section 3.02(d)(ii), any Contract laws or orders of any Governmental Authority applicable to Parent or any Parent Subsidiary or any of their respective assets or properties, or (C) any note, bond, mortgage, security agreement, credit agreement, indenture, license, franchise, permit, concession, contract, lease, obligation or other instrument to which such Seller Parent or any Parent Subsidiary is a party or by which it Parent or any Parent Subsidiary or any of their respective assets or properties is bound, or (iv) result in excluding from the creation of, or require the creation of, any Lien upon such Seller’s Seller Shares, except, in the cases of foregoing clauses (iiiB) or and (iv), to the extent C) such conflicts, liabilities or Liensitems that, individually or in the aggregate, have would not had and or would not reasonably be expected to have a Parent Material Adverse Effect. (bii) Except for (iA) compliance with, and filings filings, consents, or approvals under, the HSR Act and any other applicable Antitrust Laws, as applicable; (B) the filing with the SEC of the Proxy/S-4 and the declaration of effectiveness of the Proxy/S-4 by the SEC, and other filings required under, and compliance with other applicable requirements of, the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby; (C) such filings and approvals as may be required under Securities Act of 1933, as amended, or the rules and regulations thereunderof the NYSE and Nasdaq; (D) the Consents referenced in Section 3.01(d)(ii)(D), (ii) FERC Approval and (iiiE) such other items set forth on Schedule 3.4(b) (the items set forth above in clauses (i) through (iii), collectively, filing of the “Required Statutory Approvals”)Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, no Permits are Consents or will be action of, registration, declaration or filing with or notice to any Governmental Authority is necessary or required to be obtained or made by such Seller in connection with the execution, execution and delivery and performance of this Agreement or any by Parent and Merger Sub, the performance by Parent and Merger Sub of the other Transaction Documents to which it is a party their respective obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby and thereby.hereby, other than such items that the failure to make or obtain, as the case may be, individually or in the aggregate, would not or would not reasonably be expected to have a Parent Material Adverse Effect. (e)

No Conflicts; Approvals and Consents. (ai) The execution, execution and delivery and performance by such Seller of this Agreement by Parent and Merger Sub do not, and the other Transaction Documents to which it is a party performance by Parent and Merger Sub of their respective obligations hereunder and the consummation of the Merger and the other transactions contemplated hereby and thereby will not conflict with or violate any provision of the Charter Documents of such Sellernot, (ii) assuming that all Required Statutory Approvals have been obtained, conflict with or violate any Law applicable to such Seller or by which it is bound, (iii) conflict with, result in any a violation of, breach of or loss of any rights underof, constitute (with or without notice or lapse of time or both) a default under, result in or require give to any consent person any right of any Person pursuant to (material payment or otherwise constitute an event that would give rise to any of the foregoing)material reimbursement, any Contract to which such Seller is a party termination, cancellation, modification or by which it is boundacceleration of, or (iv) result in the creation ofor imposition of any Lien (other than Permitted Liens) upon any of the assets or properties of Parent or Merger Sub under, any of the terms, conditions or provisions of (A) the certificates of incorporation or by-laws (or other comparable organizational documents) of Parent and Merger Sub, (B) subject to the taking of the actions described in paragraph (ii) of this Section 3.02(d), including the filings and approvals described in Section 3.02(d)(ii), any laws or orders of any Governmental Authority applicable to Parent or Merger Sub or any of their respective assets or properties, or require (C) any Contract material to Parent and its subsidiaries, taken as a whole, excluding from the creation of, any Lien upon such Seller’s Seller Shares, except, in the cases of foregoing clauses (iiiB) or and (iv), to the extent C) such conflicts, liabilities or Liensitems that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (bii) Except for (iA) compliance with, and filings under, the HSR Act, (B) the filing with the SEC of (1) the Joint Proxy Statement relating to the Parent Special Meeting, (2) the Joint Proxy Statement relating to the Company Special Meeting and (3) the Joint Proxy/S-4 and the declaration of effectiveness of the Joint Proxy/S-4 by the SEC, and (4) such other filings required under, and compliance with other applicable requirements of, the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (C) such filings and approvals as may be required under the rules and regulations thereunderof the NASDAQ, the Exchange Act, the Securities Act and any other applicable U.S. state or federal securities laws, (iiD) FERC Approval compliance with applicable Antitrust Laws, including in the Specified Jurisdictions, and (iiiE) such other items set forth on Schedule 3.4(b) (the items set forth above in clauses (i) through (iii), collectively, filing and recordation of the “Required Statutory Approvals”)Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, no Permits are Consents or will be action of, registration, declaration or filing with or notice to any Governmental Authority is necessary or required to be obtained or made by such Seller Parent or its subsidiaries in connection with the execution, execution and delivery and performance of this Agreement or any by Parent and Merger Sub, the performance by Parent and Merger Sub of the other Transaction Documents to which it is a party their respective obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby and therebyhereby, in each case, other than such items that the failure to make or obtain, as the case may be, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.