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

No Conflicts or Violations; No Consents or Approvals Required. Except as set forth in Buyer Disclosure Schedule 4.3, the execution, delivery and performance by each Buyer Party of this Agreement, the DEP Amendment and the other Buyer Party Concurrent Agreements to which such Buyer Party is or will at Closing be a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (a) violate, conflict with, or result in any breach of, with or without notice, lapse of time or both, any provision of such Buyer Party’s Charter Documents, (b) give rise to the creation of any Encumbrance upon any of the assets of the Buyer Parties (other than security interests granted pursuant to the Credit Agreement, Revolving Credit Facility and security documents entered into in connection therewith by the Buyer Parties), any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any Contract to which the Buyer Parties are a party or by which their respective assets are bound, (c) violate any Order applicable to any Buyer Party or (d) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any applicable Law or material Contract binding upon any Buyer Party, except where such violations or breaches would not reasonably be expected to result in a Material Adverse Effect with respect to any Buyer Party. No Consent of any Governmental Entity or any other Person is required to be obtained by any Buyer Party in connection with the execution, delivery and performance of this Agreement, the DEP Amendment and the other Buyer Party Concurrent Agreements to which such Buyer Party is a party or the consummation of the transactions contemplated hereby or thereby, except for the required filing under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto or as set forth in Buyer Disclosure Schedule 4.3.

No Conflicts or Violations; No Consents or Approvals Required. Except as set forth Subject to the receipt of the Consents and the making of the filings and submissions referenced in Buyer Disclosure Schedule 4.3the next sentence, the execution, execution and delivery and performance by each Buyer Party Purchaser of this AgreementAgreement do not, the DEP Amendment execution and the other Buyer Party Concurrent Agreements delivery by Purchaser of each Ancillary Agreement to which such Buyer Party it is, or is or will at Closing be specified to be, a party does not, will not and the consummation of the transactions contemplated hereby by this Agreement and thereby such Ancillary Agreements, will not, (a) violate, not conflict with, or result in any breach of, with of or without notice, lapse of time or bothconstitute a default under, any provision of such Buyer Party’s Charter Documents(a) the organizational documents of Purchaser or any of its Affiliates, (b) give rise to the creation of any Encumbrance upon any of the assets of the Buyer Parties (other than security interests granted pursuant to the Credit Agreement, Revolving Credit Facility and security documents entered into in connection therewith by the Buyer Parties), any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any Contract to which the Buyer Parties are Purchaser or any of its Affiliates is a party or by which any of their respective properties or assets are bound, is bound or (c) violate any Order Judgment or Applicable Law applicable to Purchaser or any Buyer Party or (d) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any applicable Law or material Contract binding upon any Buyer Party, except where such violations or breaches would not reasonably be expected to result in a Material Adverse Effect with respect to any Buyer Partyof its Affiliates. No Consent of of, or filing or submission with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Purchaser or any Buyer Party of its Affiliates in connection with the execution, delivery and performance of this Agreement, the DEP Amendment and the other Buyer Party Concurrent Agreements to which such Buyer Party is a party Agreement or the consummation of the Acquisition, other than (i) compliance with and filings under the HSR Act, (ii) the Consents, filings and submissions and expirations and terminations of waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of any jurisdiction, (iii) the Consents, filings, and submissions described in Section 5.04, (iv) compliance with and filings under the Exchange Act, (v) those that may be required solely by reason of Seller’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements, and (vi) those the failure of which to obtain or thereby, except for make would not reasonably be expected to have a material adverse effect on Seller’s ability to consummate the required filing under the HSR Act Acquisition and the expiration or termination of other transactions contemplated hereby and by the applicable waiting period with respect thereto or as set forth in Buyer Disclosure Schedule 4.3Ancillary Agreements.

No Conflicts or Violations; No Consents or Approvals Required. (a) Except as set forth in Buyer Seller Disclosure Schedule 4.34.4(a), the execution, delivery and performance by each Buyer Party the Seller of this Agreement, the DEP Amendment Agreement and the other Buyer Party Concurrent Agreements Seller Ancillary Documents to which such Buyer Party it is or will at Closing be a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (ai) violate, conflict with, or result in any breach of, with or without notice, lapse of time or both, any provision of such Buyer Partythe Seller’s Charter Documents, (b) give rise to the creation of any Encumbrance upon any of the assets of the Buyer Parties (other than security interests granted pursuant to the Credit Agreement, Revolving Credit Facility and security organizational documents entered into in connection therewith by the Buyer Parties), any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any Contract to which the Buyer Parties are a party or by which their respective assets are bound, (c) violate any Order applicable to any Buyer Party or (dii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any applicable Law or material Contract contract binding upon any Buyer Party, except where such violations or breaches would not reasonably be expected to result in a Material Adverse Effect with respect to any Buyer Partythe Seller. No Consent of any Governmental Entity or any other Person person is required to be obtained by any Buyer Party for the Seller in connection with the execution, delivery and performance of this Agreement, the DEP Amendment Agreement and the other Buyer Party Concurrent Agreements Seller Ancillary Documents to which such Buyer Party the Seller is a party or the consummation of the transactions contemplated hereby or thereby, except for the required filing under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto or as set forth in Buyer Seller Disclosure Schedule 4.34.4(a) (collectively, the “Seller Consents”). (b) Except as set forth in Seller Disclosure Schedule 4.4(b), the consummation of the transactions contemplated by this Agreement and the other Seller Ancillary Documents will not, (i) violate, conflict with, or result in any breach of any provision of the Company’s organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any applicable Law or material contract binding upon the Company. No Consent of any Governmental Entity or any other person is required for the Company in connection with the performance of this Agreement and the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except as set forth in Seller Disclosure Schedule 4.4(b) (collectively, the “Company Consents”).

No Conflicts or Violations; No Consents or Approvals Required. Except as set forth in Buyer Disclosure Schedule 4.3, the (a) The execution, delivery and performance by each Buyer Party Seller of this Agreement, the DEP Amendment Agreement and the other Buyer Party Concurrent Agreements to which such Buyer Party is or will at Closing be a party Seller Ancillary Documents does not, and the consummation of the transactions contemplated hereby and thereby will not, (ai) violate, conflict with, or result in any breach of, with or without notice, lapse of time or both, any provision of such Buyer PartySeller’s Charter Documentsorganizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the last sentence of this Section (a), violate in any material respect any Applicable Law or material Contract binding upon Seller. Except as set forth on Schedule 4.4(a), no Consent of any Governmental Authority or any other person is required for Seller in connection with Seller’s execution, delivery or performance of this Agreement or the Seller Ancillary Documents or consummation of the transactions contemplated hereby or thereby. (b) give rise to The consummation of the creation transactions contemplated by this Agreement and the other Seller Ancillary Documents will not, (i) violate, conflict with, or result in any breach of any Encumbrance upon any provision of the assets of the Buyer Parties (other than security interests granted pursuant to the Credit Agreement, Revolving Credit Facility and security Company’s organizational documents entered into in connection therewith by the Buyer Parties), any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any Contract to which the Buyer Parties are a party or by which their respective assets are bound, (c) violate any Order applicable to any Buyer Party or (dii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any applicable Applicable Law or material Contract contract binding upon any Buyer Partythe Company. Except as set forth on Schedule 4.4(b), except where such violations or breaches would not reasonably be expected to result in a Material Adverse Effect with respect to any Buyer Party. No no Consent of any Governmental Entity Authority or any other Person person is required to be obtained by any Buyer Party for the Company in connection with the execution, delivery and performance of this Agreement, the DEP Amendment Agreement and the other Buyer Party Concurrent Agreements to which such Buyer Party is a party Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except for the required filing under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto or as set forth in Buyer Disclosure Schedule 4.3.

No Conflicts or Violations; No Consents or Approvals Required. Except as set forth in Buyer Disclosure Schedule 4.3, the (a) The execution, delivery and performance by each Buyer Party Seller of this Agreement, the DEP Amendment Agreement and the other Buyer Party Concurrent Agreements to which such Buyer Party is or will at Closing be a party Seller Ancillary Documents does not, and the consummation of the transactions contemplated hereby and thereby will not, (ai) violate, conflict with, or result in any breach of, with or without notice, lapse of time or both, any provision of such Buyer PartySeller’s Charter Documents, (b) give rise to the creation of any Encumbrance upon any of the assets of the Buyer Parties (other than security interests granted pursuant to the Credit Agreement, Revolving Credit Facility and security organizational documents entered into in connection therewith by the Buyer Parties), any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any Contract to which the Buyer Parties are a party or by which their respective assets are bound, (c) violate any Order applicable to any Buyer Party or (dii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any applicable Applicable Law or material Contract binding upon any Buyer Partysuch Seller. Except as set forth on Schedule 4.4(a), except where such violations or breaches would not reasonably be expected to result in a Material Adverse Effect with respect to any Buyer Party. No no Consent of any Governmental Entity Authority or any other Person person is required for Seller in connection with Seller’s execution, delivery or performance of this Agreement or the Seller Ancillary Documents or consummation of the transactions contemplated hereby or thereby. (b) The consummation of the transactions contemplated by this Agreement and the other Seller Ancillary Documents will not, (i) violate, conflict with, or result in any breach of any provision of the Company’s organizational documents or (ii) subject to be obtained by obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any Buyer Party material respect any Applicable Law or material contract binding upon the Company. Except as set forth on Schedule 4.4(b), no Consent of any Governmental Authority or any other person is required for the Company in connection with the execution, delivery and performance of this Agreement, the DEP Amendment Agreement and the other Buyer Party Concurrent Agreements to which such Buyer Party is a party Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except for the required filing under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto or as set forth in Buyer Disclosure Schedule 4.3.

No Conflicts or Violations; No Consents or Approvals Required. Except as set forth in Buyer Disclosure Schedule 4.3, the (a) The execution, delivery and performance by each Buyer Party Seller of this Agreement, the DEP Amendment Agreement and the other Buyer Party Concurrent Agreements Seller Ancillary Documents to which such Buyer Party it is or will at Closing be a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (ai) violate, conflict with, or result in any breach of, with or without notice, lapse of time or both, any provision of such Buyer PartySeller’s Charter Documents, (b) give rise to the creation of any Encumbrance upon any of the assets of the Buyer Parties (other than security interests granted pursuant to the Credit Agreement, Revolving Credit Facility and security organizational documents entered into in connection therewith by the Buyer Parties), any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any Contract to which the Buyer Parties are a party or by which their respective assets are bound, (c) violate any Order applicable to any Buyer Party or (di) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any applicable Law or material Contract contract binding upon any Buyer Party, except where such violations or breaches would not reasonably be expected to result in a Material Adverse Effect with respect to any Buyer PartySeller. No Consent of any Governmental Entity or any other Person person is required to be obtained by for any Buyer Party Seller in connection with the execution, delivery and performance of this Agreement, the DEP Amendment Agreement and the other Buyer Party Concurrent Agreements Seller Ancillary Documents to which such Buyer Party Seller is a party or the consummation of the transactions contemplated hereby or thereby, except for (i) the required filing under the HSR Act and the expiration or termination consent of the applicable waiting period City of Lovington with respect thereto or to the Lovington Sublease and Access Agreement, (ii) Post Closing Consents, and (iii) as may be set forth in Buyer Disclosure Schedule 4.3the Tulsa East Conveyance or the Lovington Conveyance. (b) Except for the consent of the City of Lovington with respect to the Lovington Sublease and Access Agreement, the consummation of the transactions contemplated by this Agreement and the other Seller Ancillary Documents will not, (i) violate, conflict with, or result in any breach of any provision of either Company’s organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any applicable Law or material contract binding upon either Company. Except for (i) the consent of the City of Lovington with respect to the Lovington Sublease and Access Agreement, and (ii) as may be set forth in the Tulsa East Conveyance or the Lovington Conveyance, no Consent of any Governmental Entity or any other person is required for either Company in connection with the performance of this Agreement and the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

No Conflicts or Violations; No Consents or Approvals Required. Except as set forth in Buyer Disclosure Schedule 4.3(a) (i) None of the Seller Parties or Subject Entities is, nor will the execution, delivery and performance by each Buyer Seller Party of this Agreement, the DEP Amendment and the other Buyer Party Concurrent Agreements to which such Buyer Party is or will at Closing be a party does notTransaction Documents, and the consummation of the transactions contemplated hereby and thereby will notTransactions, as of the Closing Date, cause any of the Seller Parties or Subject Entities to be, (aA) violate, in violation of or in conflict with, or result in any breach of, (with or without notice, lapse of time or both, ) any provision of such Buyer Party’s its Charter Documents, (bB) in violation of any Order applicable to it or (C) except as set forth on Schedule 3.3, in violation of any applicable Law or material Contract binding upon it, except in the case of clauses (B) and (C), where such violations or conflicts would not reasonably be expected to result in a Material Adverse Effect with respect to any Subject Entity or the Assigned Interests and (ii) the execution, delivery and performance by each Seller Party of the Transaction Documents, and the consummation of the Transactions, will not as of the Closing Date, (X) give rise to the creation of any Encumbrance upon any of the assets of the Buyer Parties Subject Entities or the Assigned Interests, or (other than security interests granted pursuant Y) give rise to the Credit Agreement, Revolving Credit Facility and security documents entered into in connection therewith by the Buyer Parties), any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit underunder (with or without notice, lapse of time or both), any Contract to which the Buyer Parties Subject Entities are a party or party, by which their respective any Subject Entity's assets are boundbound or to which the Assigned Interests are subject, (c) violate any Order applicable to any Buyer Party or (d) subject to obtaining the Consents or making the registrations, declarations or filings set forth except in the next sentencecase of clause (Y), violate in any material respect any applicable Law or material Contract binding upon any Buyer Party, except where such violations or breaches rights would not reasonably be expected to result in a Material Adverse Effect with respect to any Buyer Party. No Subject Entity or the Assigned Interests. (b) Except as required under the Existing Credit Agreement or set forth on Schedule 3.3, no Consent of any Governmental Entity or any other Person is required to be obtained by any Buyer Seller Party or Subject Entity in connection with the execution, delivery and performance of this Agreement, the DEP Amendment and the other Buyer Party Concurrent Agreements to which such Buyer Party is a party Transaction Documents or the consummation of the transactions contemplated hereby or thereby, except for the required filing under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto or as set forth in Buyer Disclosure Schedule 4.3Transactions.

No Conflicts or Violations; No Consents or Approvals Required. Except as set forth in Buyer Disclosure Schedule 4.3, the (a) The execution, delivery and performance by each Buyer Party the Seller of this Agreement, the DEP Amendment Agreement and the other Buyer Party Concurrent Agreements Seller Ancillary Documents to which such Buyer Party it is or will at Closing be a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (ai) violate, conflict with, or result in any breach of, with or without notice, lapse of time or both, any provision of such Buyer Partythe Seller’s Charter Documents, (b) give rise to the creation of any Encumbrance upon any of the assets of the Buyer Parties (other than security interests granted pursuant to the Credit Agreement, Revolving Credit Facility and security organizational documents entered into in connection therewith by the Buyer Parties), any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any Contract to which the Buyer Parties are a party or by which their respective assets are bound, (c) violate any Order applicable to any Buyer Party or (dii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any applicable Law or material Contract contract binding upon any Buyer Party, except where such violations or breaches would not reasonably be expected to result in a Material Adverse Effect with respect to any Buyer Partythe Seller. No Consent of any Governmental Entity or any other Person person is required to be obtained by any Buyer Party for the Seller in connection with the execution, delivery and performance of this Agreement, the DEP Amendment Agreement and the other Buyer Party Concurrent Agreements Seller Ancillary Documents to which such Buyer Party the Seller is a party or the consummation of the transactions contemplated hereby or thereby, except for . (b) The consummation of the required filing under the HSR Act transactions contemplated by this Agreement and the expiration other Seller Ancillary Documents will not, (i) violate, conflict with, or termination result in any breach of any provision of the applicable waiting period with respect thereto Company’s organizational documents or as (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in Buyer Disclosure Schedule 4.3the next sentence, violate in any material respect any applicable Law or material contract binding upon the Company. No Consent of any Governmental Entity or any other person is required for the Company in connection with the performance of this Agreement and the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

No Conflicts or Violations; No Consents or Approvals Required. Except as set forth in Buyer Disclosure Schedule 4.33.3 hereto, the execution, delivery and performance by each Buyer Party EPCO of this Agreement, the DEP Amendment Merger Agreement and the other Buyer Party EPCO Concurrent Agreements to which such Buyer Party EPCO is or will at Closing be a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (a) violate, conflict with, or result in any breach of, with or without notice, lapse of time or both, any provision of such Buyer PartyEPCO’s, ETC’s or JMRS’s Charter Documents, (b) give rise to the creation of any Encumbrance upon any of the assets of EPCO, ETC or JMRS or the Buyer Parties (other than security interests granted pursuant to the Credit Agreement, Revolving Credit Facility and security documents entered into in connection therewith by the Buyer Parties)Assigned Interest, any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any Contract to which the Buyer Parties are EPCO, ETC or JMRS is a party or party, by which their respective EPCO’s, ETC’s or JMRS’s assets are boundbound or to which the Assigned Interest is subject, (c) violate any Order applicable to any Buyer Party EPCO, ETC or JMRS or (d) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any applicable Law or material Contract binding upon any Buyer PartyEPCO, ETC or JMRS or the Assigned Interest, except where such violations or breaches would not reasonably be expected to result in a Material Adverse Effect with respect to any Buyer PartyEPCO, JMRS, ETC or the Assigned Interest. No Except as set forth in Schedule 3.3 hereto, no Consent of any Governmental Entity or any other Person is required to be obtained by any Buyer Party EPCO in connection with the execution, delivery and performance of this Agreement, the DEP Amendment Agreement and the other Buyer Party EPCO Concurrent Agreements to which such Buyer Party EPCO is a party or the consummation of the transactions contemplated hereby or thereby, except for the required filing under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto or as set forth in Buyer Disclosure Schedule 4.3.

No Conflicts or Violations; No Consents or Approvals Required. Except as set forth in Buyer Disclosure Schedule 4.33.03, the execution, execution and delivery and performance by each Buyer Party Seller of this AgreementAgreement do not, the DEP Amendment execution and delivery by Seller and each of the other Buyer Party Concurrent Agreements Seller Affiliates of each Ancillary Agreement to which such Buyer Party it is, or is or will at Closing be specified to be, a party does will not, and the consummation of, in the case of Seller, the transactions contemplated hereby to be consummated by it by this Agreement and thereby such Ancillary Agreements, or, in the case of each of the Seller Affiliates, the transactions contemplated to be consummated by it by such Ancillary Agreements, will not, (a) violate, not conflict with, or result in any breach ofof or constitute a default under, with or without notice, lapse result in the creation of time any Lien (other than Permitted Liens or bothLiens caused by Purchaser) upon any of the Transferred Assets under, any provision of such Buyer Party’s Charter Documents(i) in the case of Seller, its Certificate of Incorporation or By-laws and, in the case of each of the Seller Affiliates, its comparable organizational documents, (bii) give rise except as set forth in Schedule 3.03, any material Business Contract (as defined in Section 3.07(b)) or (iii) any material judgment, order or decree (“Judgment”) or material statute, law, ordinance, rule or regulation (“Applicable Law”) applicable to the creation of any Encumbrance upon Seller or any of the assets Seller Affiliates or any of the Buyer Parties Transferred Assets. No consent, approval or authorization (other than security interests granted pursuant to the Credit Agreement“Consent”) of, Revolving Credit Facility and security documents entered into in connection therewith by the Buyer Partiesor registration, declaration or filing with, any Federal, state, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”), any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any Contract to which the Buyer Parties are a party or by which their respective assets are bound, (c) violate any Order applicable to any Buyer Party or (d) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any applicable Law or material Contract binding upon any Buyer Party, except where such violations or breaches would not reasonably be expected to result in a Material Adverse Effect with respect to any Buyer Party. No Consent of any Governmental Entity or any other Person is required to be obtained or made by or with respect to Seller or any Buyer Party of the Seller Affiliates in connection with the execution, delivery and performance of this Agreement, the DEP Amendment and the other Buyer Party Concurrent Agreements to which such Buyer Party is a party Agreement or the consummation of the Acquisition, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) compliance with and filings under Section 13(a) of the Exchange Act, (C) those that may be required solely by reason of Purchaser’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements, and (D) those the failure of which to obtain or thereby, except for make would not reasonably be expected to be material to the required filing under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto or as set forth in Buyer Disclosure Schedule 4.3Business.

No Conflicts or Violations; No Consents or Approvals Required. Except as set forth in Buyer Disclosure Schedule 4.3, (a) Neither the execution, execution and delivery and performance by each Buyer Party of this Agreement nor any other Transaction Agreement, the DEP Amendment and the other Buyer Party Concurrent Agreements to which such Buyer Party is or will at Closing be a party does not, and nor the consummation of the transactions contemplated hereby and or thereby will not(i) conflict with or violate any provision of the certificate of incorporation or by-laws of Seller or GILC or require the approval or consent of the shareholders of either Seller or GILC, (aii) violateconflict with or violate in any respect material to the Business, conflict withany judgment, order or decree to which Seller or any of its Affiliates is bound (“Judgment”), statute, law (including common law), rule, regulation or ordinance or other governmental requirement, applicable to Seller or GILC, the Business or any of the Transferred Assets (together with Judgments, “Applicable Law”) or (iii) result in any a material violation or material breach of, or constitute a material default (or an event that with notice or without notice, lapse of or time or both, both would constitute a material default) under any provision of such Buyer Party’s Charter Documents, (b) give rise to the creation of any Encumbrance upon any of the assets of the Buyer Parties (other than security interests granted pursuant to the Credit Agreement, Revolving Credit Facility and security documents entered into in connection therewith by the Buyer Parties), any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any material Contract to which the Buyer Parties are Seller or GILC is a party or by which their respective assets are bound, (c) violate any Order applicable to any Buyer Party of the Transferred Assets is bound or (div) subject to obtaining the Consents or making the registrations, declarations or filings set forth result in the next sentencecreation or imposition of any mortgage, violate in pledge, lien or other similar encumbrance (collectively, “Liens”) on any material respect any applicable Law Transferred Assets other than Permitted Liens or Liens caused by Buyer. (b) No material Contract binding upon any Buyer Partyconsent, except where such violations approval or breaches would not reasonably be expected to result in a Material Adverse Effect with respect to any Buyer Party. No Consent of authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Seller or any Buyer Party of its Affiliates in connection with the execution, delivery and performance of this Agreement, the DEP Amendment Agreement by Seller and the other Buyer Party Concurrent Agreements to which such Buyer Party is a party GILC or the consummation by Seller or GILC of the transactions contemplated hereby or therebyhereby, except for the required filing other than (A) compliance with and filings under the HSR Act or any applicable foreign competition or antitrust law and (B) those that may be required solely by reason of Buyer’s (as opposed to any other third party’s) participation in the transactions contemplated by this Agreement and the expiration or termination of the applicable waiting period with respect thereto or as set forth in Buyer Disclosure Schedule 4.3agreements contemplated hereby.

No Conflicts or Violations; No Consents or Approvals Required. Except as set forth in Buyer Seller Disclosure Schedule 4.33.3, the execution, delivery and performance by each Buyer Seller Party of this Agreement, the DEP Amendment Agreement and the other Buyer Seller Party Concurrent Agreements to which such Buyer Seller Party is or will at Closing be a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (a) violate, conflict with, or result in any breach of, with or without notice, lapse of time or both, any provision of such Buyer Seller Party’s or any Subject Entity’s Charter Documents, (b) give rise to the creation of any Encumbrance upon any of the assets of the Buyer Parties (other than security interests granted pursuant to Subject Entities, the Credit Agreement, Revolving Credit Facility and security documents entered into in connection therewith by Subsidiary Interests or the Buyer Parties)Assigned Interest, any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any Contract to which the Buyer Parties Subject Entities are a party or party, by which their respective any Subject Entity’s assets are boundbound or to which the Subsidiary Interests or the Assigned Interest are subject, (c) violate any Order applicable to any Buyer Seller Party or Subject Entity or (d) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any applicable Law or material Contract binding upon any Buyer Seller Party, the Subject Entities or the Subsidiary Interests or the Assigned Interest, except where such violations or breaches would not reasonably be expected to result in a Material Adverse Effect with respect to any Buyer PartySubject Entity or the Subsidiary Interests or the Assigned Interest. No Consent of any Governmental Entity or any other Person is required to be obtained by any Buyer Seller Party in connection with the execution, delivery and performance of this Agreement, the DEP Amendment Agreement and the other Buyer Seller Party Concurrent Agreements to which such Buyer Seller Party is a party or the consummation of the transactions contemplated hereby or thereby, except for the required filing under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto or as set forth in Buyer Seller Disclosure Schedule 4.33.3.

No Conflicts or Violations; No Consents or Approvals Required. (a) Except as set forth in Buyer Disclosure on Schedule 4.33.04(a), none of the execution, execution and delivery and performance by each Buyer Party Seller of this Agreement, the DEP Amendment and the other Buyer Party Concurrent Agreements to which such Buyer Party is or will at Closing be a party does not, and the consummation by Seller of the transactions contemplated hereby and thereby hereby, nor the compliance by Seller with any of the provisions hereof will not, (ai) violate, conflict with, or result in any the breach of, with or without notice, lapse of time or both, any provision of such Buyer Party’s Charter Documentsthe certificate of formation or limited liability company agreement of Seller, (bii) conflict with, violate, result in the breach of, or constitute a default under, or give rise to the creation a right of any Encumbrance upon any of the assets of the Buyer Parties (other than security interests granted pursuant party to the Credit Agreementaccelerate, Revolving Credit Facility and security documents entered into in connection therewith by the Buyer Parties), cancel or modify any right of termination, amendment, cancellation or acceleration of any obligations contained inobligation, or result in the loss of any benefit material right, under, any Contract to which Seller is a party, or (iii) violate any Applicable Law by which Seller is bound, except, in the cases of clauses (ii) and (iii), for such violations, breaches, defaults, accelerations, cancellations or modifications that would not have a Seller Material Adverse Effect. (b) Except as set forth on Schedule 3.04(b), none of the execution and delivery by Seller or the Company of this Agreement, the consummation by Seller or the Company of the transactions contemplated hereby, nor the compliance by Seller or the Company with any of the provisions hereof will (i) conflict with, or result in the breach of, any provision of the certificate of incorporation or bylaws (or other similar organizational documents) of the Company or any of its Subsidiaries, (ii) conflict with, violate, result in the breach of, or constitute a default under, or give rise to a right of any party to accelerate, cancel or modify any right or obligation under, or result in the loss of any material right under, any Contract to which the Buyer Parties are Company or any of its Subsidiaries is a party, except as have been consented to or waived in writing by the other Persons party or to such Contract prior to the Closing, (iii) violate any Applicable Law by which the Company or any of its Subsidiaries or any of their respective assets are or properties is bound, or (iv) other than Permitted Exceptions or any Liens that are contemplated to be created or imposed in connection with the Financing, create or impose any Lien on the assets of the Company or any of its Subsidiaries, except, in the cases of clauses (ii) and (iii), for such violations, breaches, defaults, accelerations, cancellations, modifications or Liens that would not have a Company Material Adverse Effect. (c) violate No Consent of any Order applicable to Person is required on the part of Seller, the Company or any Buyer Party of its Subsidiaries in connection with the execution and delivery of this Agreement or the compliance by Seller, the Company or any of its Subsidiaries with any of the provisions hereof or the consummation by Seller, the Company and its Subsidiaries of the transactions contemplated hereby, except for (di) subject to obtaining the Consents or making the registrations, declarations or filings set forth on Schedule 3.04(c), (ii) filings under the HSR Act, the Competition Act and Other Antitrust Laws, (iii) the filing with the SEC of such reports under and such other compliance with the Exchange Act as may be required in connection with this Agreement and the next sentencetransactions contemplated hereby, violate in any material respect (iv) such filings and approvals as may be required by any applicable Law federal or material Contract binding upon any Buyer Party, except where such violations or breaches state securities laws and (v) Consents which if not obtained would not reasonably be expected to result in have a Company Material Adverse Effect, a Seller Material Adverse Effect with respect or materially impair or delay the Company’s ability to any Buyer Party. No Consent of any Governmental Entity or any other Person is required to be obtained by any Buyer Party in connection with the execution, delivery and performance of this Agreement, the DEP Amendment and the other Buyer Party Concurrent Agreements to which such Buyer Party is a party or the consummation of consummate the transactions contemplated hereby or thereby, except for the required filing under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto or as set forth in Buyer Disclosure Schedule 4.3hereby.