No Conflicts; Consents and Approvals Sample Clauses

No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the Loan Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Revolving Note, will not: (i) constitute a violation of or conflict with the any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents; (ii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, or gives to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any contract or agreement to which any Credit Party is a party or by which any of its or their assets or properties may be bound; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflicts with, any order, writ, injunction, decree, or any other judgment of any nature whatsoever; (iv) constitute a violation of, or conflict with, any law, rule, ordinance or other regulation (including foreign and United States federal and state securities laws); or (v) result in the loss or adverse modification of, or the imposition of any fine, penalty or other Lien, claim or encumbrance with respect to, any Permit granted or issued to, or otherwise held by or for the use of, any Credit Party or any of its assets. The Credit Parties are not in violation of any Credit Parties’ respective articles of incorporation (including any certificates of designation, is applicable), bylaws, operating agreement, partnership agreement, certificate of organization or similar governing or organizational documents, as applicable, and the Credit Parties are not in default or breach (and no event has occurred which with notice or lapse of time or both could put any Credit Party in default or breach) under, and the Credit Parties have not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment, acceleration or cancellation of, any contract or agreement to which any Credit Party is a party or by which any property or assets of any Credit Party are bound or affected. No business of any Credit Party is being conducted, and shall not be conducted, in violation of any law, rule, ordinance or other regu...

No Conflicts; Consents and Approvals. (i) The execution, delivery and performance of this Agreement by the Company do not and will not, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including the Merger, does not or will not (x) conflict with or result in a violation pursuant to any provision of the Charter Documents or any provision of the organizational or governing documents of any Subsidiary of the Company, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound except, in the case of clauses (y) and (z) above, as would not reasonably be expected to have a Company Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, i...

No Conflicts; Consents and Approvals. The execution and delivery by Buyer of this Agreement and the other Transaction Documents to which Buyer is a party do not, and the performance by Buyer of its obligations under this Agreement and the Transaction Documents to which Buyer is or will be a party will not: (a) result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Buyer; (b) assuming all required Consents set forth in Schedule 5.3 (collectively, the “Buyer Approvals”) have been made, obtained or given, result in a material violation of or a material breach of or default, or give rise to any right of termination, cancellation, material amendment or modification or acceleration under any material Contract to which Buyer is a party, except for any such violations, breaches or defaults (or rights of termination, cancellation, material amendment or modification or acceleration) which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to perform its obligations under this Agreement or any of the other Transaction Documents to which Buyer is or will be a party; and (c) assuming all Buyer Approvals have been obtained or given, (i) result in a violation of, or breach any term or provision of, any Law applicable to Buyer, except as would not have a material adverse effect on Buyer’s ability to perform its obligations under this Agreement or any other Transaction Document to which Buyer is a party or (ii) require any Consent of any Governmental Authority under any applicable Law, other than such Consents which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to perform its obligations under this Agreement or any of the other Transaction Documents to which Buyer is or will be a party.

No Conflicts; Consents and Approvals. Assuming all of the Consents of the Governmental Authorities and other Persons set forth on Schedule 3.3 (the “Seller Required Consents”) have been obtained, and assuming the truth and accuracy of Buyer’s representations and warranties set forth herein, the execution and delivery by Seller of this Agreement and the Related Agreements to which it is or will be a party do not and will not, the performance by Seller of its obligations hereunder and thereunder will not, and the consummation of the transactions contemplated hereby and thereby will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of Seller; (b) (i) conflict with, result in a breach of, constitute a default under, result in the acceleration of, or create in any Person the right to accelerate, terminate, modify, revoke, suspend or cancel (with or without giving of notice, the lapse of time or both), any Material Contract to which Seller is bound or to which any of the Acquired Assets is subject, (ii) conflict with or result in a violation or breach of any Law or material Permit to which Seller or any of the Acquired Assets is subject, or (iii) require the Consent of any Governmental Authority under any applicable Law; or (c) result in the imposition or creation of any Lien on any Acquired Asset, other than any Permitted Lien.

No Conflicts; Consents and Approvals. The execution and delivery by such Buyer Party of this Agreement does not, and the performance by such Buyer Party of its respective obligations under this Agreement will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of such Buyer Party; (b) be in violation of or result in a breach of or default (or give rise to any right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both) any Contract to which such Buyer Party is a party, except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not reasonably be expected to materially delay or have a material adverse effect on such Buyer Party’s ability to perform its respective obligations under this Agreement; or (c) (i) conflict with, violate or breach any term or provision of any Law applicable to such Buyer Party, except as would not reasonably be expected to materially delay or have a material adverse effect on such Buyer Party’s ability to perform its obligations under this Agreement or (ii) require any consent or approval of, notice to, or declaration, filing or registration with any Governmental Authority under any applicable Law, except for such filings as may be required under the Exchange Act and other than such consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not reasonably be expected to materially delay or have a material adverse effect on such Buyer Party’s ability to perform its respective obligations under this Agreement.

No Conflicts; Consents and Approvals. The execution and delivery by Transferee of this Agreement and the performance by Transferee of its obligations hereunder and the consummation by Transferee of the transactions contemplated by this Agreement do not: (a) violate or result in a breach of the Organizational Documents of Transferee, (b) violate or result in a breach or default under any material Contract to which Transferee is a party, except for any such violation or default which would not reasonably be expected to result in a material adverse effect on Transferee’s ability to consummate the transactions contemplated by this Agreement; (c) violate or result in a breach of any Law or order applicable to Transferee, except as would not reasonably be expected to result in a material adverse effect on Transferee’s ability to consummate the transactions contemplated by this Agreement or (d) require any Governmental Authorization, other than, (x) with respect to Governmental Authorization, any filings pursuant to the Exchange Act and listing of the New Common Units on The New York Stock Exchange and (y) in each case, any such consent or approval which, if not made or obtained, would not reasonably be expected to result in a material adverse effect on Transferee’s ability to consummate the transactions contemplated by this Agreement.

No Conflicts; Consents and Approvals. Except as would not materially and adversely affect Parent’s or Purchaser’s ability to consummate the transactions contemplated hereby, neither the execution and delivery of this Agreement by Parent or Purchaser nor the consummation of the transactions contemplated hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act and any Foreign Antitrust Laws, (ii) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, or (iii) the filing and recordation of appropriate merger documents as required by the DGCL, (c) violate, conflict with or result in a breach of any provision of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any material Contract to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which the assets of Parent or any of their respective Subsidiaries may be bound or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound.

No Conflicts; Consents and Approvals. (a) Neither the execution, delivery and performance of this Agreement by Purchaser, or of the other Transaction Agreements to which it is a party, nor the consummation by Purchaser of the transactions contemplated hereby or thereby, shall: (i) conflict with, violate or result in a breach of, or result in the acceleration of any rights under or the creation in any party of the right to accelerate any provisions of the certificate of incorporation or bylaws (or equivalent organizational documents) of Purchaser; (ii) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of a Lien upon any property or assets of Purchaser, pursuant to any Contract to which Purchaser is a party, that would in any such event, have or reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect; or (iii) violate any applicable Law or Order applicable to Purchaser or any of its properties or assets. (b) The execution, delivery and performance by Purchaser of this Agreement, and of the other Transaction Agreements to which it is a party, and the consummation by Purchaser of the transactions contemplated hereby and thereby does not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Person, except for (i) the Closing Regulatory Approvals and (ii) those consents, approvals, authorizations or permits of, actions by, filings with or notifications the failure of which to be made or obtained would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. |

No Conflicts; Consents and Approvals. The execution and delivery by the Company and the Operating Seller of this Agreement do not, the performance by the Company and the Operating Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (a) if applicable, conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of any Company Entity; or (b) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 3.17(f) and Schedule 3.18 (collectively, the “Company Approvals”) have been made, obtained or given or waived in writing, (i) be in violation in any material respect of or result in a material breach of or material default (or give rise to any right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both) any Company Contract to which any Company Entity is a party, (ii) conflict with, violate or breach in any material respect any term or provision of any Applicable Law applicable to any Company Entity or (iii) require any consent or approval of any Governmental Authority, or notice to, or declaration, filing or registration with, any Governmental Authority, under any Applicable Law, except for approvals required as a result of the business activities of Buyers and their Affiliates.

No Conflicts; Consents and Approvals. (i) The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not (with or without the giving of notice, the DOC ID - 32901658.22 37 lapse of time, or both) result in (i) assuming compliance with the matters referred to in Section 3.4(b), any violation or breach of any Law applicable to the Group Companies or any of the properties or assets of the Group Companies or the violation or revocation of any required Permit from any Governmental Entity, (ii) except as set forth on Schedule 3.4(a) of the Company Disclosure Letter, any violation or breach of, any termination or modification of any right, or the triggering or acceleration of any payments or rights under, or require a Consent under, any Material Contract or the creation of any Lien upon any of the properties or assets of the Group Companies or (iii) subject to the receipt of the Company Stockholder Written Consent, any violation of the Organizational Documents of the Group Companies, except in the case of clauses (i) and (ii), to the extent that the occurrence of any of the foregoing would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole. (ii) Other than (i) compliance with and filings under the HSR Act, (ii) the filing of the Certificate of Merger, and (iii) the Licensee Consents as set forth on Schedule 3.4(b) of the Company Disclosure Letter, no Consent of any Governmental Entities is required to be obtained by the Group Companies in connection with the execution, delivery and performance of this Agreement, the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such Consents would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.