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

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery of this Agreement by Seller do not, the execution and delivery by Seller of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the consummation of the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien upon any of the Transferred Assets under any provision of (i) Seller’s Certificate of Incorporation or By-laws or CLRT’s Certificate of Formation or Amended and Restated Limited Liability Company Agreement dated September 15, 2006, (ii) except as set forth in Schedule 3.03, any Transferred Contract to which either Seller Party is a party or by which any of the Transferred Assets is bound, or (iii) any judgment, order or decree (“Judgment”) or any federal, state, local, municipal, foreign, international, multinational or other administrative statute, law, ordinance, interpretation, principle of common law, judicial decision, treaty, rule or regulation applicable to either Seller Party in respect of the Business or any of the Transferred Assets (“Applicable Law”), other than, in the case of clauses (ii) and (iii) above any such items that would not reasonably be expected to have a Business Material Adverse Effect. Except as set forth in Schedule 3.03, no consent, approval or authorization (“Consent”) of, or registration, declaration or filing with, any Federal, state, local or foreign court of competent jurisdiction, tribunal, judicial body, government, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) is required to be obtained or made by or with respect to either Seller Party in connection with the execution, delivery and performance of this Agreement, the Ancillary Agreements or the consummation of the Acquisition, other than (A) those that may be required solely by reason of Purchaser’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (B) those the failure of which to obtain or make would not reasonably be expected to have a Business Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution Except as set forth in Buyer Disclosure Schedule 4.3, the execution, delivery and delivery performance by each Buyer Party of this Agreement by Seller do notAgreement, the execution DEP Amendment and delivery by Seller of each Ancillary Agreement the other Buyer Party Concurrent Agreements to which it is, such Buyer Party is or is specified to be, will at Closing be a party will does not, and the consummation of the transactions contemplated to be consummated by it by this Agreement hereby and such Ancillary Agreements thereby will not not, (a) violate, conflict with, or result in any breach of, with or without notice, lapse of time or constitute a default underboth, or result in any provision of such Buyer Party’s Charter Documents, (b) give rise to the creation of any Lien Encumbrance upon any of the Transferred Assets under any provision assets of the Buyer Parties (i) Seller’s Certificate of Incorporation or By-laws or CLRT’s Certificate of Formation or Amended other than security interests granted pursuant to the Credit Agreement, Revolving Credit Facility and Restated Limited Liability Company Agreement dated September 15, 2006, (ii) except as set forth security documents entered into in Schedule 3.03connection therewith by the Buyer Parties), any Transferred right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any Contract to which either Seller Party is the Buyer Parties are a party or by which any of the Transferred Assets is their respective assets are bound, (c) violate any Order applicable to any Buyer Party or (iiid) any judgmentsubject to obtaining the Consents or making the registrations, order declarations or decree (“Judgment”) or any federal, state, local, municipal, foreign, international, multinational or other administrative statute, law, ordinance, interpretation, principle of common law, judicial decision, treaty, rule or regulation applicable to either Seller Party in respect of the Business or any of the Transferred Assets (“Applicable Law”), other than, filings set forth in the case of clauses (ii) and (iii) above next sentence, violate in any material respect any applicable Law or material Contract binding upon any Buyer Party, except where such items that violations or breaches would not reasonably be expected to have result in a Business Material Adverse EffectEffect with respect to any Buyer Party. Except as set forth in Schedule 3.03, no consent, approval No Consent of any Governmental Entity or authorization (“Consent”) of, or registration, declaration or filing with, any Federal, state, local or foreign court of competent jurisdiction, tribunal, judicial body, government, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) other Person is required to be obtained or made by or with respect to either Seller any Buyer Party in connection with the execution, delivery and performance of this Agreement, the Ancillary DEP Amendment and the other Buyer Party Concurrent Agreements to which such Buyer Party is a party or the consummation of the Acquisition, other than (A) those that may be required solely by reason of Purchaser’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby or thereby, except for the required filing under the HSR Act and by the Ancillary Agreements and (B) those expiration or termination of the failure of which to obtain applicable waiting period with respect thereto or make would not reasonably be expected to have a Business Material Adverse Effectas set forth in Buyer Disclosure Schedule 4.3.

No Conflicts or Violations; No Consents or Approvals Required. The execution Except as set forth in Seller Disclosure Schedule 3.3, the execution, delivery and delivery performance by each Seller Party of this Agreement by and the other Seller do not, the execution and delivery by Seller of each Ancillary Agreement Party Concurrent Agreements to which it is, such Seller Party is or is specified to be, will at Closing be a party will does not, and the consummation of the transactions contemplated to be consummated by it by this Agreement hereby and such Ancillary Agreements thereby will not not, (a) violate, conflict with, or result in any breach of, with or without notice, lapse of time or constitute a default underboth, any provision of such Seller Party’s or result in any Subject Entity’s Charter Documents, (b) give rise to the creation of any Lien Encumbrance upon any of the Transferred Assets under assets of the Subject Entities, the Subsidiary Interests or the Assigned Interest, any provision right of (i) Sellertermination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any Contract to which the Subject Entities are a party, by which any Subject Entity’s Certificate of Incorporation assets are bound or By-laws to which the Subsidiary Interests or CLRT’s Certificate of Formation or Amended and Restated Limited Liability Company Agreement dated September 15, 2006the Assigned Interest are subject, (iic) except as violate any Order applicable to any Seller Party or Subject Entity or (d) subject to obtaining the Consents or making the registrations, declarations or filings set forth in Schedule 3.03the next sentence, violate in any Transferred material respect any applicable Law or material Contract to which either binding upon any Seller Party is a party Party, the Subject Entities or by which any of the Transferred Assets is boundSubsidiary Interests or the Assigned Interest, except where such violations or (iii) any judgment, order or decree (“Judgment”) or any federal, state, local, municipal, foreign, international, multinational or other administrative statute, law, ordinance, interpretation, principle of common law, judicial decision, treaty, rule or regulation applicable to either Seller Party in respect of the Business or any of the Transferred Assets (“Applicable Law”), other than, in the case of clauses (ii) and (iii) above any such items that breaches would not reasonably be expected to have result in a Business Material Adverse EffectEffect with respect to any Subject Entity or the Subsidiary Interests or the Assigned Interest. Except as set forth in Schedule 3.03, no consent, approval No Consent of any Governmental Entity or authorization (“Consent”) of, or registration, declaration or filing with, any Federal, state, local or foreign court of competent jurisdiction, tribunal, judicial body, government, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) other Person is required to be obtained or made by or with respect to either any Seller Party in connection with the execution, delivery and performance of this Agreement, Agreement and the Ancillary Seller Party Concurrent Agreements to which such Seller Party is a party or the consummation of the Acquisition, other than (A) those that may be required solely by reason of Purchaser’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby or thereby, except for the required filing under the HSR Act and by the Ancillary Agreements and (B) those expiration or termination of the failure of which to obtain applicable waiting period with respect thereto or make would not reasonably be expected to have a Business Material Adverse Effectas set forth in Seller Disclosure Schedule 3.3.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement by Seller do not, the execution and delivery by Seller Purchaser of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated to be consummated by it by this Agreement hereby and such Ancillary Agreements thereby (other than the transactions contemplated in Schedule 5.15) will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien upon any of the Transferred Assets under properties or assets of Purchaser or any of its subsidiaries under, any provision of (i) Seller’s Certificate the Organizational Documents of Incorporation Purchaser or By-laws or CLRT’s Certificate any of Formation or Amended and Restated Limited Liability Company Agreement dated September 15, 2006its subsidiaries, (ii) except as set forth in Schedule 3.03, any Transferred Contract to which either Seller Party Purchaser or any of its subsidiaries is a party or by which any of the Transferred Assets their respective properties or assets is bound, bound or (iii) any judgment, order Judgment or decree (“Judgment”) or any federal, state, local, municipal, foreign, international, multinational or other administrative statute, law, ordinance, interpretation, principle of common law, judicial decision, treaty, rule or regulation Applicable Law applicable to either Seller Party in respect of the Business Purchaser or any of the Transferred Assets (“Applicable Law”)its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above above, any such items that would not not, individually or in the aggregate, reasonably be expected to have a Business Purchaser Material Adverse Effect. Except as set forth in Schedule 3.03, no consent, approval or authorization (“Consent”) No Consent of, or registration, declaration or filing with, any Federal, state, local or foreign court of competent jurisdiction, tribunal, judicial body, government, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) Entity is required to be obtained or made by or with respect to either Seller Party Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement, the Ancillary Agreements Agreement or the consummation of the Acquisition, Acquisition and the other transactions contemplated by this Agreement (other than the transactions contemplated in Schedule 5.15) other than (A) compliance with and filings under the competition laws or regulations of the Federal Republic of Germany and any other applicable competition, antitrust or similar laws or regulations, (B) compliance with, any filings, notifications and completion of any public offer requirements under, the securities laws of India and the rules and regulations of SEBI promulgated thereunder, (C) compliance with and filings and notifications under applicable Environmental Laws, (D) those that may be required solely by reason of Purchaser’s Seller's (as opposed to any other third party’s's) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (BE) those the failure of which to obtain or make would not not, individually or in the aggregate, reasonably be expected to have a Business Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement by Seller do not, the execution and delivery by Seller Purchaser of each Ancillary Agreement to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated to be consummated by it by this Agreement hereby and such Ancillary Agreements thereby, will not not, conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien upon any of the Transferred Assets under properties or assets of Purchaser, or any of its subsidiaries under, any provision of (i) Seller’s Certificate the organizational documents of Incorporation Purchaser or By-laws or CLRT’s Certificate any of Formation or Amended and Restated Limited Liability Company Agreement dated September 15, 2006its subsidiaries, (ii) except as set forth in Schedule 3.03, any Transferred Contract to which either Seller Party Purchaser or any of its subsidiaries is a party or by which any of the Transferred Assets its properties or assets is bound, bound or (iii) any judgment, order Judgment or decree (“Judgment”) or any federal, state, local, municipal, foreign, international, multinational or other administrative statute, law, ordinance, interpretation, principle of common law, judicial decision, treaty, rule or regulation Applicable Law applicable to either Seller Party in respect of the Business Purchaser or any of the Transferred Assets (“Applicable Law”)its subsidiaries or its properties or assets, other than, in the case of clauses (i), (ii) and (iii) above above, any such items that would not reasonably be expected to have a Business Purchaser Material Adverse Effect. Except as set forth in Schedule 3.03, no consent, approval or authorization (“Consent”) No Consent of, or registration, declaration or filing with, any Federal, state, local or foreign court of competent jurisdiction, tribunal, judicial body, government, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) Entity is required to be obtained or made by or with respect to either Seller Party Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement, the Ancillary Agreements Agreement or the consummation of the Acquisition, Acquisition other than (A) compliance with and filings under the HSR Act, (B) the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of any jurisdiction, (C) compliance with and filings and notifications under applicable Environmental Laws, (D) compliance with and filings under Section 13(a) of the Exchange Act, (E) those that may be required solely by reason of PurchaserSeller’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (BF) those the failure of which to obtain or make would not reasonably be expected to have a Business Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution Except as set forth in Schedule 3.3 hereto, the execution, delivery and delivery performance by EPCO of this Agreement by Seller do notAgreement, the execution Merger Agreement and delivery by Seller of each Ancillary Agreement the other EPCO Concurrent Agreements to which it is, EPCO is or is specified to be, will at Closing be a party will does not, and the consummation of the transactions contemplated to be consummated by it by this Agreement hereby and such Ancillary Agreements thereby will not not, (a) violate, conflict with, or result in any breach of, with or without notice, lapse of time or constitute a default underboth, any provision of EPCO’s, ETC’s or result in JMRS’s Charter Documents, (b) give rise to the creation of any Lien Encumbrance upon any of the Transferred Assets under assets of EPCO, ETC or JMRS or the Assigned Interest, any provision right of (i) Sellertermination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any Contract to which EPCO, ETC or JMRS is a party, by which EPCO’s, ETC’s Certificate of Incorporation or By-laws JMRS’s assets are bound or CLRT’s Certificate of Formation or Amended and Restated Limited Liability Company Agreement dated September 15, 2006to which the Assigned Interest is subject, (iic) except as violate any Order applicable to EPCO, ETC or JMRS or (d) subject to obtaining the Consents or making the registrations, declarations or filings set forth in Schedule 3.03the next sentence, violate in any Transferred material respect any applicable Law or material Contract to which either Seller Party is a party binding upon EPCO, ETC or by which any of JMRS or the Transferred Assets is boundAssigned Interest, except where such violations or (iii) any judgment, order or decree (“Judgment”) or any federal, state, local, municipal, foreign, international, multinational or other administrative statute, law, ordinance, interpretation, principle of common law, judicial decision, treaty, rule or regulation applicable to either Seller Party in respect of the Business or any of the Transferred Assets (“Applicable Law”), other than, in the case of clauses (ii) and (iii) above any such items that breaches would not reasonably be expected to have result in a Business Material Adverse EffectEffect with respect to EPCO, JMRS, ETC or the Assigned Interest. Except as set forth in Schedule 3.033.3 hereto, no consent, approval Consent of any Governmental Entity or authorization (“Consent”) of, or registration, declaration or filing with, any Federal, state, local or foreign court of competent jurisdiction, tribunal, judicial body, government, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) other Person is required to be obtained or made by or with respect to either Seller Party EPCO in connection with the execution, delivery and performance of this Agreement, Agreement and the Ancillary EPCO Concurrent Agreements to which EPCO is a party or the consummation of the Acquisition, other than (A) those that may be required solely by reason of Purchaser’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (B) those the failure of which to obtain or make would not reasonably be expected to have a Business Material Adverse Effectthereby.

No Conflicts or Violations; No Consents or Approvals Required. The execution Except as set forth in Schedule 4.3, the execution, delivery and delivery performance by EPD of this Agreement by Seller do not, and the execution and delivery by Seller of each Ancillary Agreement other EPD Concurrent Agreements to which it is, EPD is or is specified to be, will at Closing be a party will does not, and the consummation of the transactions contemplated to be consummated by it by this Agreement hereby and such Ancillary Agreements thereby will not not, (a) violate, conflict with, or result in any breach of, with or without notice, lapse of time or constitute a default underboth, or result in any provision of EPD’s Charter Documents, (b) give rise to the creation of any Lien Encumbrance upon any of the Transferred Assets under any provision assets of (i) Seller’s Certificate of Incorporation or By-laws or CLRT’s Certificate of Formation or Amended and Restated Limited Liability Company Agreement dated September 15, 2006, (ii) except as set forth in Schedule 3.03EPD, any Transferred right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any Contract to which either Seller Party EPD is a party or by which any of the Transferred Assets is its assets are bound, (c) violate any Order applicable to EPD or (iiid) any judgmentsubject to obtaining the Consents or making the registrations, order declarations or decree (“Judgment”) or any federal, state, local, municipal, foreign, international, multinational or other administrative statute, law, ordinance, interpretation, principle of common law, judicial decision, treaty, rule or regulation applicable to either Seller Party in respect of the Business or any of the Transferred Assets (“Applicable Law”), other than, filings set forth in the case of clauses (ii) and (iii) above next sentence, violate in any material respect any applicable Law or material Contract binding upon EPD, except where such items that violations or breaches would not reasonably be expected to have result in a Business Material Adverse Effect. Except as set forth in Schedule 3.03, no consent, approval No Consent of any Governmental Entity or authorization (“Consent”) of, or registration, declaration or filing with, any Federal, state, local or foreign court of competent jurisdiction, tribunal, judicial body, government, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity”) other Person is required to be obtained or made by or with respect to either Seller Party EPD in connection with the execution, delivery and performance of this Agreement, Agreement and the Ancillary other EPD Concurrent Agreements to which EPD is a party or the consummation of the Acquisition, other than (A) those that may be required solely by reason of Purchaser’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (B) those the failure of which to obtain or make would not reasonably be expected to have a Business Material Adverse Effectthereby.