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

No Conflicts; Consents and Approvals. The execution and delivery by Purchaser of this Agreement does not, and the performance by Purchaser of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of its Charter Documents; (b) violate or result in a default (or give rise to any right of termination, cancellation or acceleration) under any Contract to which Purchaser is a party, except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, have a material adverse effect on Purchaser’s ability to perform its obligations hereunder; and (c) assuming all required filings, approvals, consents, authorizations and notices set forth in Schedule 5.03(c) (collectively, the “Purchaser Governmental Approvals”) have been made, obtained or given, (i) violate or breach any Law or writ, judgment, order or decree applicable to Purchaser or (ii) require the consent or approval of any Governmental Authority under any applicable Law, except where any such violation or breach or the failure to obtain any such consent or approval would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder.

No Conflicts; Consents and Approvals. The 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 Purchaser Seller of this Agreement does and the Related Agreements to which it is or will be a party do not and will not, and the performance by Purchaser Seller of its obligations under this Agreement 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 its Charter Documentsthe Organizational Documents of Seller; (b) violate (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 default (or give rise to any right of termination, cancellation or acceleration) under any Contract to which Purchaser is a party, except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, have a material adverse effect on Purchaser’s ability to perform its obligations hereunder; and (c) assuming all required filings, approvals, consents, authorizations and notices set forth in Schedule 5.03(c) (collectively, the “Purchaser Governmental Approvals”) have been made, obtained or given, (i) violate violation or breach of any Law or writmaterial Permit to which Seller or any of the Acquired Assets is subject, judgment, order or decree applicable to Purchaser or (iiiii) require the consent or approval Consent of any Governmental Authority under any applicable Law; or (c) result in the imposition or creation of any Lien on any Acquired Asset, except where other than any such violation or breach or the failure to obtain any such consent or approval would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderPermitted Lien.

No Conflicts; Consents and Approvals. The execution and delivery by Purchaser Seller of this Agreement does and the other Transaction Documents to which Seller is a party do not, and the performance by Purchaser Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby other Transaction Documents to which Seller is or will be a party will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of its Charter Documentsthe Organizational Documents of any Acquired Company; (b) violate or assuming all of the Consents set forth on Schedule 4.2 (the “Company Consents”) have been obtained, except as set forth in Schedule 4.2(b), result in a default (violation of or a breach of or default, or give rise to any right of termination, cancellation cancellation, amendment or modification or acceleration, result in the creation of any Encumbrance (other than Permitted Encumbrances) under on any Contract Purchased Asset, or require any consent of or notice to which Purchaser is any Person, in each case with or without the giving of notice, the lapse of time, or both (any of the foregoing, a party“Conflict”) pursuant to any Material Contract, except for any such violations or defaults Conflict which (or rights of termination, cancellation or accelerationi) which would not, individually or in the aggregate, have reasonably be expected to be material and adverse to the Acquired Companies, taken as a material adverse effect on Purchaser’s ability whole, or (ii) would result solely as a result of the specific legal, regulatory or financial status of Buyer or its Affiliates, or as a result of any other facts or circumstances that specifically relate to perform the business or activities in which Buyer or its obligations hereunderAffiliates is or proposes to be engaged, other than the Business; and (c) assuming all required filings, approvals, consents, authorizations the Seller Approvals and notices set forth in Schedule 5.03(c) (collectively, the “Purchaser Governmental Approvals”) Company Consents have been made, obtained or given, (i) violate result in a violation or breach of any term or provision of any Law or writ, judgment, order or decree applicable to Purchaser any Acquired Company or any of the Purchased Assets or (ii) require the consent or approval Consent of any Governmental Authority under any applicable Law, except where other than such Consents which, in each case (A) if not made or obtained, would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Acquired Companies, taken as a whole, or (B) are required solely as a result of the specific legal, regulatory or financial status of Buyer or its Affiliates, or as a result of any such violation other facts or breach circumstances that specifically relate to the business or activities in which Buyer or its Affiliates is or proposes to be engaged, other than the failure to obtain any such consent or approval would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderBusiness.

No Conflicts; Consents and Approvals. The 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 Purchaser Seller of this Agreement does and the Related Agreements to which it is or will be a party do not and will not, and the performance by Purchaser Seller of its obligations under this Agreement 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 its Charter Documentsthe Organizational Documents of Seller; (b) violate (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 default (violation or give rise to breach of any right of terminationLaw, cancellation Order or acceleration) under any Contract Permit to which Purchaser Seller or any of the Acquired Assets is a partysubject, except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, have a material adverse effect on Purchaser’s ability to perform its obligations hereunder; and (c) assuming all required filings, approvals, consents, authorizations and notices set forth in Schedule 5.03(c) (collectively, the “Purchaser Governmental Approvals”) have been made, obtained or given, (i) violate or breach any Law or writ, judgment, order or decree applicable to Purchaser or (iiiii) require the consent or approval Consent of any Governmental Authority under any applicable Law; or (c) result in the imposition or creation of any Lien on any Acquired Asset, except where other than any such violation or breach or the failure to obtain any such consent or approval would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderPermitted Lien.

No Conflicts; Consents and Approvals. (a) The Company’s execution and delivery by Purchaser of this Agreement does hereof do not, and the Company’s performance by Purchaser of its obligations under this Agreement covenants and agreements hereunder shall not, and the consummation of the transactions contemplated hereby will shall not: , (ai) conflict with or result in a violation violate the Constituent Documents of the Company or breach of any of the termsCompany Significant Subsidiaries, conditions (ii) subject to making the Filings and obtaining the Consents contemplated by Section 3.4(b) and obtainment of the Company Stockholder Approval, violate any applicable Law or provisions of its Charter Documents; (biii) violate or breach, result in the loss of any benefit under, be a default (or give rise to any an event that, with or without notice or lapse of time, or both, would be a default) under, result in the termination, cancellation or amendment of or a right of termination, cancellation or acceleration) under amendment under, accelerate the performance required by, or result in the creation of any Lien on any of the respective properties or assets of a Company Entity under, any Company Material Contract to which Purchaser any Company Entity is a partyparty or by which any asset of a Company Entity is bound or affected, except for any such violations except, in the case of the foregoing clauses (ii) and (iii), as would not reasonably be expected to result in, individually or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, have a material adverse effect on PurchaserCompany Material Adverse Effect. (b) The Company’s ability execution and delivery hereof do not, the Company’s performance of its covenants and agreements hereunder shall not, and the consummation of the transactions contemplated hereby shall not, require any Company Entity to perform its obligations hereundermake any registration, declaration, notice, report, submission, application or other filing (each, a “Filing”) with or to, or to obtain any consent, approval, waiver, license, permit, franchise, authorization or Order (each, “Consent”) of, any Governmental Authority, except for the following: (i) the filing with the SEC of the Proxy Statement in preliminary and definitive form; (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (iii) the Filings required by the Exchange Act, the Securities Act and the rules and regulations of Nasdaq; (iv) the Filings and Consents listed in Section 3.4(b)(iv) of the Company Disclosure Schedule (the “Specified Filings and Specified Consents,” respectively); (v) the HSR Clearance and the Filings required by the HSR Act for the transactions contemplated hereby; and (cvi) assuming all required filingsany other Filing with or to, approvalsor other Consent of, consents, authorizations and notices set forth in Schedule 5.03(c) (collectivelyany Governmental Authority, the “Purchaser failure of which to make or obtain would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect; provided, however, that, except to the extent a Governmental Approvals”Authority is the subject of a Specified Filing or a Specified Consent, this Section 3.4(b) have been made, obtained or given, (i) violate or breach any Law or writ, judgment, order or decree applicable shall not apply to Purchaser or (ii) require a Governmental Authority to the consent or approval extent acting in its capacity as a customer of any Governmental Authority under any applicable Law, except where any such violation or breach or the failure to obtain any such consent or approval would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderCompany Entity.

No Conflicts; Consents and Approvals. The execution and (a) Neither the execution, delivery by Purchaser or performance of this Agreement does notby Purchaser, or the other agreements and documents contemplated hereby to be executed and delivered by Purchaser, nor the performance consummation by Purchaser of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: or thereby, shall: (ai) conflict with or result in a violation or breach of any of the terms, conditions or provisions of its Charter Organizational Documents; ; (bii) violate 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) under 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 a Purchaser Material Adverse Effect; or (iii) violate any applicable Law or Order applicable to Purchaser or any of its properties or assets. (b) Assuming the truth and accuracy of the representations and warranties of Sellers set forth in Section 3.2(b), the execution, delivery and performance by Purchaser of this Agreement, and the execution, delivery and performance by Purchaser of the other agreements contemplated hereby to which it is a party and the consummation by Purchaser of the transactions contemplated hereby and thereby does not and shall not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Person, except for (a) the actions or non-actions, waivers, consents, approvals, authorizations, registrations and filings listed on Schedule 5.3 and (b) those consents, approvals, authorizations or permits of, actions by, filings with or notifications to, any such violations Person, the failure of which to be made or defaults (obtained would not reasonably be expected to have, individually or rights of termination, cancellation or acceleration) which would not, in the aggregate, have a material adverse effect on Purchaser’s ability to perform its obligations hereunder; and (c) assuming all required filings, approvals, consents, authorizations and notices set forth in Schedule 5.03(c) (collectively, the “Purchaser Governmental Approvals”) have been made, obtained or given, (i) violate or breach any Law or writ, judgment, order or decree applicable to Purchaser or (ii) require the consent or approval of any Governmental Authority under any applicable Law, except where any such violation or breach or the failure to obtain any such consent or approval would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderMaterial Adverse Effect.

No Conflicts; Consents and Approvals. The execution and delivery by Purchaser (a) Neither the execution, delivery, or performance of this Agreement does notby each Seller, or the other agreements and the performance documents contemplated hereby to be executed and delivered by Purchaser of its obligations under this Agreement and such Seller, nor the consummation by such Seller of the transactions contemplated hereby will not: or thereby, shall: (ai) conflict with or result in a violation or breach of any of the terms, conditions or provisions of its Charter Organizational Documents; , as applicable; (bii) violate 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) under acceleration with respect to, or result in the creation or imposition of a Lien upon any property or assets of such Seller pursuant to, any Contract to which Purchaser such Seller is a party; or (iii) subject to receipt by such Seller of any requisite approvals referred to in Schedule 4.2, violate any Law or Order applicable to such Seller or its properties or assets. (b) Assuming the truth and accuracy of the representations and warranties of Purchaser set forth in Section 5.3(b), and except for any such violations the actions or defaults (or rights of terminationnon-actions, cancellation or acceleration) which would notwaivers, in the aggregate, have a material adverse effect on Purchaser’s ability to perform its obligations hereunder; and (c) assuming all required filingsconsents, approvals, consentsauthorizations, authorizations registrations and notices set forth in filings listed on Schedule 5.03(c) (collectively3.2(b), the “Purchaser Governmental Approvals”) have been madeexecution, obtained delivery and performance by each Seller of this Agreement, and the execution, delivery and performance by such Seller of the other agreements contemplated hereby to which it is a party and the consummation by such Seller of the transactions contemplated hereby and thereby does not and shall not require any consent, approval, authorization or givenpermit of, (i) violate action by, filing with or breach notification to, any Law or writ, judgment, order or decree applicable to Purchaser or (ii) require the consent or approval of any Governmental Authority under any applicable Law, except where any such violation or breach or the failure to obtain any such consent or approval would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderPerson.

No Conflicts; Consents and Approvals. The execution and delivery by Purchaser such Seller of this Agreement does not, and the performance by Purchaser such Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of its Charter Documentsthe Organizational Documents of such Seller; (b) subject to the receipt of all Approvals set forth on Schedule 3.03(b) (collectively, “Sellers Approvals”), violate or result in a default (or give rise to any right of termination, cancellation or acceleration) under any Contract to which Purchaser such Seller is a party, or result in the imposition of any Lien (other than a Permitted Lien), except for any where such violations or defaults (or rights of violation, default, termination, cancellation or acceleration) which acceleration would not, not result in the aggregate, have a material adverse effect on Purchaser’s ability to perform its obligations hereunderMaterial Adverse Effect; and (c) assuming all required filings, approvals, consents, authorizations and notices set forth in Schedule 5.03(c) (collectively, the “Purchaser Governmental Approvals”) Sellers Approvals have been made, obtained or given, (i) violate or breach any Law or writ, judgment, order or decree applicable to Purchaser such Seller, (ii) require any waivers, consents, clearances, approvals, notifications or authorizations (“Approvals”) of any Governmental Authority under any Law applicable to such Seller, or (iiiii) require the consent or approval of any third party (other than a Governmental Authority Authority) under any applicable LawContract to which such Seller is bound, except where any such violation or violation, breach or the failure to obtain any such consent or approval would not have result in a material adverse effect on Purchaser’s ability to perform its obligations hereunderMaterial Adverse Effect.

No Conflicts; Consents and Approvals. The execution and delivery by Purchaser Seller of this Agreement does not, and the performance by Purchaser Seller of its obligations under this Agreement and the consummation by Seller of the transactions contemplated hereby will nothereby: (a) will not conflict with or result in a violation or breach of any of the terms, conditions or provisions of its the Charter DocumentsDocuments of Seller; (b) does not require any consent, approval, waiver, authorization or order be obtained from any Person with respect to any Contract or Land Contract to which Seller is a party except as set forth in Schedule 3.03(b), and assuming all consents, approvals, waivers, authorizations and orders set forth in Schedule 3.03(b) shall have been made, obtained or given, will not violate or result in a default (or give rise to any right of termination, cancellation or acceleration) under any Contract or Land Contract to which Seller is a party; provided, however, that no representation or warranty is made regarding any Contract to which Purchaser or any of its Affiliates is also a party, except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, have a material adverse effect on Purchaser’s ability to perform its obligations hereunder; and (c) assuming all required does not require any filings, approvals, consents, authorizations and or notices with or of any Governmental Authority except as set forth in on Schedule 5.03(c3.03(c) (collectivelythe ―Seller Governmental Approvals‖), the “Purchaser and assuming all Seller Governmental Approvals”) Approvals shall have been made, obtained or given, will not (i) violate or breach any Law or any writ, judgment, order or decree applicable to Purchaser in any action in which Seller is a party or (ii) require the consent or approval of any Governmental Authority under any applicable Law, except where any such violation or breach by which Seller or the failure to obtain any such consent or approval would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder.Assets are bound, or

No Conflicts; Consents and Approvals. The execution and delivery by Purchaser Seller of this Agreement does and the Ancillary Agreements to which Seller is a party do not, and the performance by Purchaser Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby Ancillary Agreements to which Seller is a party will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of its Charter Documentsthe Organizational Documents of Seller; (b) violate assuming all of the Seller Consents set forth in Schedule 3.3(b) have been obtained, 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 Purchaser Seller is a party, except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the aggregate, have reasonably be expected to result in a material adverse effect Material Adverse Effect on Purchaser’s Seller's ability to perform its obligations hereunder; and (c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth in on Schedule 5.03(c3.3(c) (collectively, the “Purchaser Governmental "Seller Approvals”) "), Seller Consents and other notifications provided in the ordinary course of business have been made, obtained or given, (i) conflict with, violate or breach any term or provision of any Law or writ, judgment, order or decree applicable to Purchaser Seller; or (ii) require the any consent or approval of any Governmental Authority Authority, or notice to, or declaration, filing or registration with, any Governmental Authority, under any applicable Law, except where any such violation or breach or the failure to obtain any such consent or approval would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder.

No Conflicts; Consents and Approvals. The execution and delivery by Purchaser Seller of this Agreement does not, and the performance by Purchaser Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby will nothereby: (a) will not conflict with or result in a violation or breach of any of the terms, conditions or provisions of its the Charter DocumentsDocuments of Seller or the Company; (b) does not require any consent, approval, waiver, authorization or order be obtained from any Person with respect to any Material Contract to which Seller or the Company is a party except as set forth in Schedule 3.03(b), and assuming all consents, approvals, waivers, authorizations and orders set forth in Schedule 3.03(b) shall have been made, obtained or given, will not violate or result in a default (or give rise to any right of termination, cancellation or acceleration) under any Material Contract to which Seller or the Company is a party; provided, however, that no representation or warranty is made regarding any Contract to which Purchaser or any of its Affiliates is also a party, except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, have a material adverse effect on Purchaser’s ability to perform its obligations hereunder; and (c) assuming all required does not require any filings, approvals, consents, authorizations and or notices except as set forth in on Schedule 5.03(c3.03(c) (collectively, ( the “Purchaser Seller Governmental Approvals”) ), and assuming all Seller Governmental Approvals shall have been made, obtained or given, will not (i) violate or breach any Law or any writ, judgment, order or decree applicable to Purchaser in any action in which Seller or the Company is a party or by which Seller, the Company or the Company Assets are bound, or (ii) require the consent or approval of any Governmental Authority under any applicable Law, except where any such violation or breach Law applicable to Seller or the failure to obtain any such consent or approval would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderCompany.

No Conflicts; Consents and Approvals. The execution (a) Except as set forth in Section 3.3(a) of the Disclosure Schedule and except with respect to Related Party Contracts that will either be terminated as of the Closing or for which any change of control or similar restrictions will be waived in accordance with the Transition Services Agreement, neither the execution, delivery by Purchaser nor performance of this Agreement does notby Seller, and or of the performance by Purchaser of its obligations under this Agreement and other Transaction Agreements to which it is a party, nor the consummation by Seller of the transactions contemplated hereby will not: or thereby, shall: (ai) conflict with with, violate, result in a breach of, or result in a violation the acceleration of any rights under or the creation in any party of the right to accelerate, any provisions of its organizational or governing documents; (ii) constitute or result in the breach of any of the termsterm, conditions condition or provisions of its Charter Documents; (b) violate provision of, or result in constitute a default (under, or give rise to any right of termination, cancellation or acceleration) under acceleration with respect to, or result in the creation or imposition of a Lien upon any property or assets of Seller, pursuant to any material Contract to which Purchaser Seller is a party, that would in any such event, have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (iii) subject to the applicable requirements of any applicable antitrust Laws and receipt by Seller of the requisite approvals referred to in Section 3.4 of the Disclosure Schedule, violate any Law or Order applicable to Seller or its properties or assets. (b) The execution, delivery and performance by Seller of this Agreement, and of the other Transaction Agreements to which it is a party, and the consummation by Seller 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) immaterial consents, approvals, authorizations or permits of, actions by, filings with or notifications to, any such violations Person. (c) Except as set forth in Section 3.3(c) of the Disclosure Schedule and except with respect to Related Party Contracts that will either be terminated as of the Closing or defaults for which any change of control or similar restrictions will be waived in | accordance with the Transition Services Agreement, neither the execution, delivery, nor performance of this Agreement, or of the other Transaction Agreements to which any Group Company is a party (as applicable), nor the consummation by the Group Companies of the transactions contemplated hereby or thereby, shall: (i) conflict with, violate, 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 rights equivalent organizational or governing documents) of any of the Group Companies (collectively, the “Company Organizational Documents”); (ii) constitute or result in the material breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration) which would notacceleration with respect to, or result in the aggregatecreation or imposition of a Lien upon any property or assets of the Group Companies pursuant to any Material Contract; or (iii) subject to receipt by Seller of the requisite approvals referred to in Section 3.3 of the Disclosure Schedule, have a material adverse effect on Purchaser’s ability violate any applicable Law or Order applicable to perform its obligations hereunder; and the Group Companies, except, with respect to clauses (cii) assuming all required filingsand (iii), for (A) the Closing Regulatory Approvals, and (B) immaterial consents, approvals, consentsauthorizations or permits of, authorizations and notices set forth in Schedule 5.03(c) (collectivelyactions by, the “Purchaser Governmental Approvals”) have been madefilings with or notifications to, obtained or given, (i) violate or breach any Law or writ, judgment, order or decree applicable to Purchaser or (ii) require the consent or approval of any Governmental Authority under any applicable Law, except where any such violation or breach or the failure to obtain any such consent or approval would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderPerson.

No Conflicts; Consents and Approvals. The Assuming compliance with the items described in clauses (i) through (iv) of Section 4.2(b), the execution and delivery by Purchaser such Seller of this Agreement does do not and of the Ancillary Agreements to which such Seller as of the Closing shall be a party shall not, and the performance by Purchaser such Seller of its obligations under this Agreement hereunder and thereunder do not and shall not and the consummation of the transactions contemplated hereby will not: and thereby and the taking of any action contemplated to be taken by such Seller and each Acquired Company hereunder and under the Ancillary Agreements to which such Seller or Acquired Company as of the Closing shall be a party shall not (ai) conflict with or result in a violation or breach of any of the terms, conditions or provisions of its the Charter Documents; Documents of any Acquired Company, (bii) violate or result in a violation or a breach of or default (or give rise to any right of termination, cancellation or acceleration) (with or without the giving of notice, lapse of time, or both) under any Contract Material Contract, (iii) result in the imposition or creation of any Lien, other than Permitted Liens, on any Purchased Assets, or (iv) result in a violation or breach of any Law applicable to which Purchaser is a partysuch Acquired Company or any of its respective Purchased Assets, except in the case of clause (ii), (iii) or (iv), for any such violations breaches, violations, conflicts, Liens or defaults (or rights of termination, cancellation or acceleration) ), which would not, in the aggregate, have reasonably be expected to result in a material adverse effect on Purchaser’s ability to perform its obligations hereunder; and (c) assuming all required filings, approvals, consents, authorizations and notices set forth in Schedule 5.03(c) (collectively, the “Purchaser Governmental Approvals”) have been made, obtained or given, (i) violate or breach any Law or writ, judgment, order or decree applicable to Purchaser or (ii) require the consent or approval of any Governmental Authority under any applicable Law, except where any such violation or breach or the failure to obtain any such consent or approval would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderMaterial Adverse Effect.

No Conflicts; Consents and Approvals. The Assuming compliance with the items described in clauses (i) through (iv) of Section 3.3(b), the execution and delivery by Purchaser such Seller of this Agreement does do not and of the Ancillary Agreements to which such Seller as of the Closing shall be a party shall not, and the performance by Purchaser such Seller of its obligations under this Agreement hereunder and thereunder do not and shall not and the consummation of the transactions contemplated hereby will not: and thereby and the taking of any action contemplated to be taken by such Seller under this Agreement and the Ancillary Agreements to which such Seller as of the Closing shall be a party shall not (ai) conflict with or result in a violation or breach of any of the terms, conditions or provisions of its the Charter Documents; Documents of such Seller, (bii) violate or require consent under, result in a material violation or material breach of or default (or give rise to any material right of termination, cancellation or accelerationacceleration or result in the creation of any Lien) (with or without the giving of notice, lapse of time, or both) under any material Contract to which Purchaser such Seller is a partyparty or by which its Assets are bound or (iii) result in a material violation or material breach of any Law applicable to such Seller or any of its material Assets, except in the case of clause (ii) or (iii), for any such violations breaches, violations, conflicts or defaults (or rights of termination, cancellation or acceleration) acceleration or creation of Liens), which would not, in the aggregate, have reasonably be expected to result in a material adverse effect on Purchaser’s ability to perform its obligations hereunder; and (c) assuming all required filings, approvals, consents, authorizations and notices set forth in Schedule 5.03(c) (collectively, the “Purchaser Governmental Approvals”) have been made, obtained or given, (i) violate or breach any Law or writ, judgment, order or decree applicable to Purchaser or (ii) require the consent or approval of any Governmental Authority under any applicable Law, except where any such violation or breach or the failure to obtain any such consent or approval would not have a material adverse effect on PurchaserSeller’s ability to perform its obligations hereunder.

No Conflicts; Consents and Approvals. The 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 Purchaser Seller of this Agreement does and the Related Agreements to which it is or will be a party do not and will not, and the performance by Purchaser Seller of its obligations under this Agreement hereunder and thereunder will not, and the consummation of the transactions contemplated hereby and thereby will not: (a) : Public Service Company of New Hampshire dba Eversource Energy Docket DE 17-124 October 12, 2017 Attachment 2 Page 40 of 159 000177 EXECUTION VERSION conflict with or result in a violation or breach of any of the terms, (a) conditions or provisions of its Charter Documentsthe Organizational Documents of Seller; (i) conflict with, result in a breach of, constitute a default under, result in (b) violate 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 default (or give rise to any right of termination, cancellation or acceleration) under any Contract to which Purchaser is a party, except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, have a material adverse effect on Purchaser’s ability to perform its obligations hereunder; and (c) assuming all required filings, approvals, consents, authorizations and notices set forth in Schedule 5.03(c) (collectively, the “Purchaser Governmental Approvals”) have been made, obtained or given, (i) violate violation or breach of any Law or writmaterial Permit to which Seller or any of the Acquired Assets is subject, judgment, order or decree applicable to Purchaser or (iiiii) require the consent or approval Consent of any Governmental Authority under any applicable Law; or result in the imposition or creation of any Lien on any Acquired Asset, except where (c) other than any such violation or breach or the failure to obtain any such consent or approval would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderPermitted Lien.

No Conflicts; Consents and Approvals. The execution and (a) Except as set forth in Schedule 2.2(a), neither the execution, delivery by Purchaser or performance of this Agreement does notor the Ancillary Agreements by the Seller or the Company, and the performance by Purchaser of its obligations under this Agreement and as applicable, nor the consummation of the transactions contemplated hereby or thereby will not: result in (ai) any conflict with the certificate of incorporation or result by-laws (or comparable constituent documents) of the Seller or the Company, as applicable, (ii) subject to obtaining the consents, approvals and authorizations and making the filings referred to in Section 2.2(b), any breach or violation of or default under any applicable Law or any Contract or Permit to which the Seller or the Company is a violation party or breach by which any of them or their respective properties or assets are bound, except, in the case of clause (ii), where such breaches, violations or defaults has not had and would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or (iii) the creation or imposition of any Lien on the Shares or the assets of the termsCompany, conditions or provisions of its Charter Documents;other than the Liens created by the Purchaser. (b) violate or result in a default (or give rise to any right of termination, cancellation or acceleration) under any Contract to which Purchaser is a party, except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, have a material adverse effect on Purchaser’s ability to perform its obligations hereunder; and (c) assuming all required filings, approvals, consents, authorizations and notices Except as set forth in Schedule 5.03(c) (collectively2.2(b), the “Purchaser Governmental Approvals”) have been madeno material consent, obtained approval, Order, Permit or given, (i) violate authorization of or breach any Law or writ, judgment, order or decree applicable to Purchaser or (ii) require the consent or approval of filing with any Governmental Authority under any applicable Law, except where any such violation or breach other Person is required on the part of the Seller or the failure to obtain any such consent Company in connection with the execution and delivery of this Agreement or approval would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunderthe Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby.

No Conflicts; Consents and Approvals. The execution and delivery by Purchaser Seller of this Agreement does do not, and the performance by Purchaser Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of its the Charter DocumentsDocuments of Seller or of any Parent Company; (b) violate be in violation of or result in a default (or give rise to any right of termination, cancellation or acceleration) under any material Contract to which Purchaser Seller or any Parent Company is a party, except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, have reasonably be expected to result in a material adverse effect on PurchaserSeller’s ability to perform its obligations hereunderhereunder or on the consummation of the transactions contemplated hereby; and (c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth in on Schedule 5.03(c3.3(c) (collectively, the “Purchaser Governmental Seller Approvals”) ), the Company Consents and other notifications provided in the ordinary course of business have been made, obtained or given, (i) conflict with, violate or breach any material term or provision of any Law or writ, judgment, order or decree applicable to Purchaser Seller, the Parent Companies or any of its or their material Assets or (ii) require the any material consent or approval of any Governmental Authority under any applicable Law, except where any such violation or breach or the failure to obtain any such consent or approval would not have a material adverse effect on Purchaser’s ability to perform its obligations hereunder.