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

No Conflicts or Violations; No Consents or Approvals Required. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) conflict with or violate any provision of the organizational documents of Transferee, (ii) conflict with or violate any statute, law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Transferee, or (iii) conflict with or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would constitute a default) under any agreement or other instrument to which Transferee is a party, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and are not reasonably expected to have a Material Adverse Effect. No material notice, declaration, report or other filing or registration with, and no material waiver, consent, approval or authorization of, any Governmental Entity or any other person or entity is required to be made or obtained by Transferee in connection with the execution, delivery and performance of this Agreement by Transferee or the consummation by Transferee of the transactions contemplated hereby, 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. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) conflict with or violate any provision of the organizational documents of Transferee, (ii) conflict with or violate any statute, law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Transferee, or (iii) conflict with or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would constitute a default) under any agreement or other instrument to which Transferee is a party, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and are not reasonably expected to have a Material Adverse Effect. No material notice, declaration, report or other filing or registration with, and no material waiver, consent, approval or authorization of, any Governmental Entity or any other person or entity is required to be made or obtained by 10 7 Transferee in connection with the execution, delivery and performance of this Agreement by Transferee or the consummation by Transferee of the transactions contemplated hereby, except to the extent that the failure to make or obtain any such notice, declaration, report, filing, registration, waiver, consent, approval or authorization, 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. Neither the execution and delivery of this Agreement or the Seller Ancillary Documents, nor the consummation of the transactions contemplated hereby or thereby, will (ia) conflict with or violate any provision of the organizational documents Seller’s certificate of Transfereeincorporation or bylaws, (iib) conflict with or violate in any statute, law, rule, regulation, ordinance, order, writ, injunction, judgment or decree material respect any Law applicable to Transferee, the Business or the Transferred Assets or (iiic) except for the consents and approvals listed on Schedule 4.3, conflict with or result in any breach of of, or constitute a material default (or an event that with notice give rise to any right of termination, cancellation or lapse of time or both would constitute a defaultacceleration) under under, any material agreement or other instrument to which Transferee Seller is a partyparty or to which any of the Transferred Assets is subject. Except for those required filings, other thannotices, in the case of clauses (ii) registrations, consents and (iii) aboveapprovals listed on Schedule 4.3, any such items that, individually or in the aggregate, have not had and are not reasonably expected to have a Material Adverse Effect. No material notice, declaration, report or other no filing or registration with, or notice to, and no material waiverauthorization, consent, consent or approval or authorization of, any Governmental Entity or any other person or entity Person is required to be made or obtained by Transferee Seller in connection with the execution, Seller’s execution and delivery and performance of this Agreement by Transferee or the Seller Ancillary Documents or the consummation by Transferee of the transactions contemplated hereby, except to the extent that the failure to make hereby 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 Effectthereby.

No Conflicts or Violations; No Consents or Approvals Required. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (ia) conflict with or violate any provision of the organizational documents certificate of Transfereeincorporation or bylaws of Seller, (iib) conflict with or violate any statute, law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Transferee, Seller or (iiic) conflict with or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would constitute a default) under any agreement or other instrument to which Transferee Seller is a party, other thanincluding, but not limited to, the Material Contracts, or to which any of the Transferred Assets is subject, or that would result in the case creation of clauses (ii) and (iii) aboveany Lien, other than Permitted Liens or Liens caused by Buyer, on any such items thatof the Transferred Assets. Except as set forth on Schedule 3.03, individually or in the aggregate, have not had and are not reasonably expected to have a Material Adverse Effect. No material no notice, declaration, report or other filing or registration with, and no material waiver, consent, approval or authorization of, any Governmental Entity or any other person or entity Person is required to be made or obtained by Transferee Seller in connection with the execution, execution and delivery and performance of this Agreement by Transferee Seller or the consummation by Transferee Seller of the transactions contemplated hereby, 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. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) conflict with or violate any provision of the organizational documents of TransfereeTransferor, (ii) conflict with or violate any statute, law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to TransfereeTransferor, or (iii) conflict with or result in any breach of or constitute a default (or an event that with notice or lapse of time or both would constitute a default) under any agreement or other instrument to which Transferee Transferor is a party, party other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and are not reasonably expected to have a Material Adverse Effect. No material notice, declaration, report or other filing or registration with, and no material waiver, consent, approval or authorization of, any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body (each a "Governmental Entity Entity") or any other person or entity is required to be made or obtained by Transferee Transferor in connection with the execution, delivery and performance of this Agreement by Transferee Transferor or the 8 5 consummation by Transferee Transferor of the transactions contemplated hereby, except to the extent that the failure to make or obtain any such notice, declaration, report, filing, registration, waiver, consent, approval or authorization, authorization has not had or is not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.