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

No Conflicts; Consents and Approvals, etc. (a) The execution, delivery and performance of this Agreement and the Ancillary Agreements by the Purchaser will not result in (i) any conflict with or violation of the certificate of incorporation or by-laws of the Purchaser, (ii) subject to obtaining the consents referred to in Section 3.2(b), any breach or violation of or default (or give rise to any right of termination, cancellation or acceleration) under any law, statute, rule, regulation, judgment, order, writ, injunction, decree, license, permit or other governmental authorization or any mortgage, lease, agreement, deed of trust, note, bond, indenture, lien or any other instrument to which the Purchaser is a party or by which it or its properties or assets are bound, (iii) the creation or imposition of any Lien, except for such breaches, violations or defaults and such Liens which would not, individually or in the aggregate, impair the ability of the Purchaser to fulfill its obligations hereunder.

No Conflicts; Consents and Approvals, etc. (a) The execution, execution and delivery and performance of this Agreement by the Company, the performance of its obligations hereunder and the Ancillary Agreements by consummation of the Purchaser transactions contemplated hereby will not result in (i) any conflict with the Certificate or violation of By-laws or the certificate of incorporation or by-laws (or similar organizational documents) of any of the PurchaserSubsidiaries, (ii) subject to obtaining the consents referred to in Section 3.2(b4.2(b), any breach or violation of or default under (or give rise to any right of termination, cancellation or accelerationA) under any law, statute, regulation, rule, regulation, judgment, order, writ, injunction, decree, license, permit or other governmental authorization applicable to the Company or any mortgage, lease, agreement, deed of trust, note, bond, indenture, lien the Subsidiaries or by which any other instrument of them or their respective properties or assets are bound or (B) any Contract to which the Purchaser Company or any of its Subsidiaries is a party or by which it any of them or its their respective properties or assets are bound, or (iii) the creation or imposition of any liens, security interests, adverse claims, charges or other encumbrances (“Lien”), except other than Liens created by or resulting from the actions of Buyer or any of its Affiliates, except, in the case of subsections (ii) and (iii), for such breaches, violations or defaults and such Liens which would not, individually or in the aggregate, impair the ability of the Purchaser reasonably be expected to fulfill its obligations hereunderhave a Material Adverse Effect.

No Conflicts; Consents and Approvals, etc. (a) The Subject to the conditions set forth in Section 4.1 and except as set forth on Schedule 2.5(a), the execution, delivery and performance by the Seller of this Agreement and the Ancillary Agreements by the Purchaser will does not conflict with, violate, result in a breach of, constitute a default under (without regard to requirements of notice, lapse of time or elections of other persons or combination thereof), or accelerate or permit the acceleration of the performance of or create an opportunity to terminate (i) any conflict with or violation of the certificate of incorporation charter or by-laws law provision of the PurchaserSeller or the Company or any of the Subsidiaries, (ii) subject to obtaining the consents referred to in Section 3.2(b)any contract, any breach or violation of or default (or give rise to any right of termination, cancellation or acceleration) under any law, statute, rule, regulation, judgment, order, writ, injunction, decree, license, permit indenture or other governmental authorization or any mortgage, lease, agreement, deed of trust, note, bond, indenture, lien or any other instrument agreement to which the Purchaser Seller or the Company or any of the Subsidiaries is a party or by which it any of them or its any of their owned or leased properties are bound or assets are bound, (iii) the creation any applicable law, regulation or imposition order of any Liengovernmental authority or agency having jurisdiction over the Seller, the Company or any of the Subsidiaries, except for such conflicts, violations, breaches, violations defaults, accelerations or defaults and such Liens terminations which would not, individually or in the aggregate, impair reasonably be expected to have a material adverse effect on the ability business, financial condition or results of operations of the Purchaser to fulfill its obligations hereunderCompany and the Subsidiaries taken as a whole.

No Conflicts; Consents and Approvals, etc. (a) The executionexecution and delivery of this Merger Agreement by the Company, delivery and the performance of this Agreement its obligations hereunder and the Ancillary Agreements by consummation of the Purchaser transactions contemplated hereby will not result in (i) any conflict with the Restated Certificate or violation of By-laws or the certificate of incorporation or by-laws (or similar organizational documents) of any of the PurchaserSubsidiaries, (ii) subject to obtaining the consents referred to in Section 3.2(b4.2(b), any breach or violation of or default under (or give rise to any right of termination, cancellation or accelerationA) under any law, statute, regulation, rule, regulation, judgment, order, writ, injunction, decree, license, permit or other governmental authorization applicable to the Company or any mortgage, lease, agreement, deed of trust, note, bond, indenture, lien the Subsidiaries or by which any other instrument of them or their respective properties or assets are bound or (B) any Contract (as defined in Section 4.9(d)) to which the Purchaser Company or any of its Subsidiaries is a party or by which it any of them or its their respective properties or assets are bound, or (iii) the creation or imposition of any liens, security interests, adverse claims, charges or other encumbrances (“Lien”) other than Liens created by or resulting from the actions of Buyer or any of its Affiliates (as defined in Section 9.10 hereof), except except, in the case of subsections (ii) and (iii), for such breaches, violations or defaults and such Liens which would not, individually or in the aggregate, impair the ability of the Purchaser reasonably be expected to fulfill its obligations hereunderhave a Material Adverse Effect.

No Conflicts; Consents and Approvals, etc. (a) The executionExcept as set forth in Schedule 5.2(b), the execution and delivery and of this Merger Agreement by Buyer, the performance of this Agreement its obligations hereunder and the Ancillary Agreements by consummation of the Purchaser transactions contemplated hereby will not result in (i) any conflict with or violation of the certificate of incorporation or by-laws of the PurchaserBuyer, (ii) subject to obtaining the consents referred to in Section 3.2(b), any breach or violation of or default under (or give rise to any right of termination, cancellation or accelerationA) under any law, statute, rule, regulation, judgment, order, writ, injunction, decree, license, permit or other governmental authorization applicable to Buyer or by which any mortgage, lease, agreement, deed of trust, note, bond, indenture, lien its properties or assets are bound or (B) any other instrument Contract to which the Purchaser Buyer is a party or by which it or any of its properties or assets are bound, or (iii) the creation or imposition of any Lien, except except, in the case of subsections (ii) and (iii) above for such breaches, violations or violations, defaults and such Liens which would not, individually or in the aggregate, reasonably be expected to impair the ability of the Purchaser Buyer to fulfill its obligations hereunder.