Common use of No Conflicts or Violations; No Consents or Approvals Required Clause in Contracts

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution, delivery and performance by the Seller of this Agreement and of the Ancillary Documents to which it is a party (i) do not and will not violate or conflict with any provision of the Certificate of Incorporation or By-laws of the Seller, (ii) do not and will not violate any provision of Law or any order, judgment or decree of any court or other governmental or regulatory authority, (iii) assuming any Required Contract Consent has been obtained, do not and will not violate or result in a breach of or constitute (with due notice or lapse of time or both) a default under any Transferred Contract (except, in the case of the matters described in clause (ii), for such violations, breaches and defaults that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect), and (iv) will not result in the creation or imposition of any mortgage, pledge, security interest, encumbrance, lien (statutory or other) or conditional sale agreement (“Lien”) (other than Permitted Liens upon any of the Transferred Assets). (b) Other than Required Contract Consents, no notice, declaration, report or other filing or registration with, and no waiver, consent, approval or authorization of, any governmental or regulatory authority or any other Person is required to be made or obtained by the Seller in connection with the execution and delivery by the Seller of this Agreement or any Ancillary Document or the consummation by the Seller of the transactions contemplated hereby and thereby.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution, Neither the execution and delivery and performance by the Seller of this Agreement and nor the consummation of the Ancillary Documents to which it is a party transactions contemplated hereby will (i) do not and will not violate or conflict with or violate any provision of the Certificate organizational documents of Incorporation or By-laws of the SellerTransferor, (ii) do not and will not conflict with or violate any provision of Law or any statute, law, rule, regulation, ordinance, order, writ, injunction, judgment or decree of any court applicable to Transferor, or other governmental or regulatory authority, (iii) assuming any Required Contract Consent has been obtained, do not and will not violate conflict with or result in a any breach of or constitute a default (or an event that with due notice or lapse of time or bothboth would constitute a default) a default under any Transferred Contract (exceptagreement or other instrument to which Transferor is a party other than, in the case of the matters described in clause clauses (ii)) and (iii) above, for any such violations, breaches and defaults items that, individually or in the aggregate, would have not had and are not reasonably be expected to have a Material Adverse Effect), and (iv) will not result in the creation or imposition of any mortgage, pledge, security interest, encumbrance, lien (statutory or other) or conditional sale agreement (“Lien”) (other than Permitted Liens upon any of the Transferred Assets). (b) Other than Required Contract Consents, no . No notice, declaration, report or other filing or registration with, and no waiver, consent, approval or authorization of, any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory authority body (each a "Governmental Entity") or any other Person person or entity is required to be made or obtained by the Seller Transferor in connection with the execution execution, delivery and delivery by the Seller performance of this Agreement or any Ancillary Document by Transferor or the 8 5 consummation by the Seller Transferor of the transactions contemplated hereby and therebyhereby, except to the extent that the failure to make or obtain any such notice, declaration, report, filing, registration, waiver, consent, approval or authorization has not had or is not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution, Neither the execution and delivery and performance by the Seller of this Agreement and nor the consummation of the Ancillary Documents to which it is a party transactions contemplated hereby will (i) do not and will not violate or conflict with or violate any provision of the Certificate organizational documents of Incorporation or By-laws of the SellerTransferee, (ii) do not and will not conflict with or violate any provision of Law or any statute, law, rule, regulation, ordinance, order, writ, injunction, judgment or decree of any court applicable to Transferee, or other governmental or regulatory authority, (iii) assuming any Required Contract Consent has been obtained, do not and will not violate conflict with or result in a any breach of or constitute a default (or an event that with due notice or lapse of time or bothboth would constitute a default) a default under any Transferred Contract (exceptagreement or other instrument to which Transferee is a party, other than, in the case of the matters described in clause clauses (ii)) and (iii) above, for any such violations, breaches and defaults items that, individually or in the aggregate, would have not had and are not reasonably be expected to have a Material Adverse Effect), and (iv) will not result in the creation or imposition of any mortgage, pledge, security interest, encumbrance, lien (statutory or other) or conditional sale agreement (“Lien”) (other than Permitted Liens upon any of the Transferred Assets). (b) Other than Required Contract Consents, no . No notice, declaration, report or other filing or registration with, and no waiver, consent, approval or authorization of, any governmental or regulatory authority Governmental Entity or any other Person person or entity is required to be made or obtained by the Seller 10 7 Transferee in connection with the execution execution, delivery and delivery by the Seller performance of this Agreement or any Ancillary Document by Transferee or the consummation by the Seller Transferee of the transactions contemplated hereby and therebyhereby, except to the extent that the failure to make or obtain any such notice, declaration, report, filing, registration, waiver, consent, approval or authorization has not had or is not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution, Neither the execution and delivery and performance by the Seller of this Agreement and nor the consummation of the Ancillary Documents to which it is a party transactions contemplated hereby will (i) do not and will not violate or conflict with or violate any provision of the Certificate organizational documents of Incorporation or By-laws of the SellerTransferee, (ii) do not and will not conflict with or violate any provision of Law or any statute, law, rule, regulation, ordinance, order, writ, injunction, judgment or decree of any court applicable to Transferee, or other governmental or regulatory authority, (iii) assuming any Required Contract Consent has been obtained, do not and will not violate conflict with or result in a any breach of or constitute a default (or an event that with due notice or lapse of time or bothboth would constitute a default) a default under any Transferred Contract (exceptagreement or other instrument to which Transferee is a party, other than, in the case of the matters described in clause clauses (ii)) and (iii) above, for any such violations, breaches and defaults items that, individually or in the aggregate, would have not had and are not reasonably be expected to have a Material Adverse Effect), and (iv) will not result in the creation or imposition of any mortgage, pledge, security interest, encumbrance, lien (statutory or other) or conditional sale agreement (“Lien”) (other than Permitted Liens upon any of the Transferred Assets). (b) Other than Required Contract Consents, no . No material notice, declaration, report or other filing or registration with, and no material waiver, consent, approval or authorization of, any governmental or regulatory authority Governmental Entity or any other Person person or entity is required to be made or obtained by the Seller Transferee in connection with the execution execution, delivery and delivery by the Seller performance of this Agreement or any Ancillary Document by Transferee or the consummation by the Seller Transferee of the transactions contemplated hereby and therebyhereby, except to the extent that the failure to make or obtain any such notice, declaration, report, filing, registration, waiver, consent, approval or authorization, has not had or is not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution, delivery and performance by the Seller of this Agreement and Buyer of the Ancillary Transaction Documents to which it the Buyer is a party (i) do not party, and the consummation of the Transactions to which the Buyer is a party, will not violate or conflict with any provision as of the Certificate of Incorporation or By-laws of the SellerClosing Date (a) violate, (ii) do not and will not violate any provision of Law or any orderconflict with, judgment or decree of any court or other governmental or regulatory authority, (iii) assuming any Required Contract Consent has been obtained, do not and will not violate or result in a any breach of of, with or constitute (with due notice or without notice, lapse of time or both, any provision of the Buyer's Charter Documents, (b) give rise to the creation of any Encumbrance upon any of the assets of the Buyer, any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, with or without notice, lapse of time or both, any Contract to which the Buyer is a default under party or by which its assets are bound, (c) violate any Transferred Order applicable to the Buyer, (d) subject to the accuracy of the representations and warranties in Article III (disregarding the references to materiality and Material Adverse Effect therein), violate in any material respect any applicable Law or (e) violate in any material respect any material Contract (exceptbinding upon the Buyer, except in the case of each of the matters described in clause foregoing clauses (ii), for b) through (e) where such violations, violations or breaches and defaults that, individually or in the aggregate, would not be reasonably be expected to have result in a Material Adverse Effect), and (iv) will not result in Effect with respect to the creation or imposition Buyer. No Consent of any mortgage, pledge, security interest, encumbrance, lien (statutory or other) or conditional sale agreement (“Lien”) (other than Permitted Liens upon any of the Transferred Assets). (b) Other than Required Contract Consents, no notice, declaration, report or other filing or registration with, and no waiver, consent, approval or authorization of, any governmental or regulatory authority Governmental Entity or any other Person is required to be made or obtained by the Seller Buyer in connection with the execution execution, delivery and delivery by performance of the Seller of this Agreement or any Ancillary Document Transaction Documents to which the Buyer is a party or the consummation by the Seller of the transactions contemplated hereby and therebyTransactions to which the Buyer is a party.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution, delivery and performance by the Seller of this Agreement and Buyer of the Ancillary Transaction Documents to which it the Buyer is a party (i) do not party, and the consummation of the Transactions to which the Buyer is a party, will not violate or conflict with any provision as of the Certificate of Incorporation or By-laws of the SellerClosing Date (a) violate, (ii) do not and will not violate any provision of Law or any orderconflict with, judgment or decree of any court or other governmental or regulatory authority, (iii) assuming any Required Contract Consent has been obtained, do not and will not violate or result in a any breach of of, with or constitute (with due notice or without notice, lapse of time or both, any provision of the Buyer’s Charter Documents, (b) give rise to the creation of any Encumbrance upon any of the assets of the Buyer, any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, with or without notice, lapse of time or both, any Contract to which the Buyer is a default under party or by which its assets are bound, (c) violate any Transferred Order applicable to the Buyer, (d) subject to the accuracy of the representations and warranties in Article III (disregarding the references to materiality and Material Adverse Effect therein), violate in any material respect any applicable Law or (e) violate in any material respect any material Contract (exceptbinding upon the Buyer, except in the case of each of the matters described in clause foregoing clauses (ii), for b) through (e) where such violations, violations or breaches and defaults that, individually or in the aggregate, would not be reasonably be expected to have result in a Material Adverse Effect), and (iv) will not result in Effect with respect to the creation or imposition Buyer. No Consent of any mortgage, pledge, security interest, encumbrance, lien (statutory or other) or conditional sale agreement (“Lien”) (other than Permitted Liens upon any of the Transferred Assets). (b) Other than Required Contract Consents, no notice, declaration, report or other filing or registration with, and no waiver, consent, approval or authorization of, any governmental or regulatory authority Governmental Entity or any other Person is required to be made or obtained by the Seller Buyer in connection with the execution execution, delivery and delivery by performance of the Seller of this Agreement or any Ancillary Document Transaction Documents to which the Buyer is a party or the consummation by the Seller of the transactions contemplated hereby and therebyTransactions to which the Buyer is a party.