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, delivery and performance by the Sellers of this Agreement and the Seller Ancillary Documents to which they are 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 any provision of the Sellers’ respective certificates of formation, limited liability company agreement, limited partnership agreement or similar governing documents, (b) violate any Order or in any material respect any Applicable Law to which the Sellers are subject or to which any Transferred Asset is subject, (c) except as listed in Schedule 4.3, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or trigger any rights to payment or other compensation under any Contract to which the Sellers are a party or by which they are bound that relates to the Transferred Assets, or that could prevent or materially delay the consummation of the transactions contemplated by this Agreement and the Ancillary Documents, or (d) result in the creation of any Encumbrances (other than Permitted Encumbrances) on any Transferred Asset. Other than as set forth in Schedule 3.2(j), no Consents are required in connection with the execution, delivery and performance by the Sellers 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. The execution, execution and delivery and performance by the Sellers Purchaser of this Agreement do not, the execution and the Seller delivery by Purchaser of each Ancillary Documents Agreement to which they are it is, or is specified to be, a party does will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby will not, (a) violate, not conflict with, or result in any breach of any provision of the Sellers’ respective certificates of formation, limited liability company agreement, limited partnership agreement or similar governing documents, (b) violate any Order or in any material respect any Applicable Law to which the Sellers are subject or to which any Transferred Asset is subject, (c) except as listed in Schedule 4.3, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or trigger any rights to payment or other compensation under any Contract to which the Sellers are a party or by which they are bound that relates to the Transferred Assets, or that could prevent or materially delay the consummation of the transactions contemplated by this Agreement and the Ancillary Documents, or (d) result in the creation of any Encumbrances Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, any provision of (i) the organizational documents of Purchaser or any of its subsidiaries, (ii) any Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or any of its subsidiaries or their respective properties or assets, other than Permitted Encumbrancesthan, in the case of clauses (ii) on and (iii) above, any Transferred Assetsuch items that would not reasonably be expected to have a Purchaser Material Adverse Effect. Other than as set forth in Schedule 3.2(j)No Consent of, no Consents are or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance by the Sellers of this Agreement and or the Seller Ancillary Documents Agreements or the consummation of the Acquisition or the other transactions contemplated by this Agreement or the Ancillary Agreements other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings under the Competition Act (Canada), (C) compliance with and filings and notifications under Environmental Laws, (D) 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 (E) those the failure of which to obtain or therebymake would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution, execution and delivery and performance by the Sellers Purchaser of this Agreement do not, the execution and the Seller delivery by Purchaser of each Ancillary Documents Agreement to which they are it is, or is specified to be, a party does will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby will not, (a) violate, not conflict with, or result in any breach of any provision of the Sellers’ respective certificates of formation, limited liability company agreement, limited partnership agreement or similar governing documents, (b) violate any Order or in any material respect any Applicable Law to which the Sellers are subject or to which any Transferred Asset is subject, (c) except as listed in Schedule 4.3, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or trigger any rights to payment or other compensation under any Contract to which the Sellers are a party or by which they are bound that relates to the Transferred Assets, or that could prevent or materially delay the consummation of the transactions contemplated by this Agreement and the Ancillary Documents, or (d) result in the creation of any Encumbrances Lien upon any of the properties or assets of Purchaser or any of its Subsidiaries under, any provision of (i) the organizational documents of Purchaser or any of its Subsidiaries, (ii) any Contract to which Purchaser or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or any of its Subsidiaries or their respective properties or assets, other than Permitted Encumbrances) on any Transferred Asset. Other than as set forth than, in Schedule 3.2(jthe case of clauses (i), no Consents are (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its Subsidiaries in connection with the execution, delivery and performance by the Sellers of this Agreement and the Seller Ancillary Documents or the consummation of the Acquisition other than (A) compliance with and filings under 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 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 (D) those the failure of which to obtain or therebymake would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution, delivery and performance by each of the Sellers Contributors of this Agreement and the Seller Contributor Ancillary Documents to which they are such Contributor is 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 any provision provisions of the Sellers’ respective certificates of formation, limited liability company agreement, limited partnership agreement or similar governing documentssuch Contributor’s Organizational Documents, (b) violate any Order or in any material respect any Applicable Law to which the Sellers are such Contributor is subject or to which any Transferred Asset is subject, (c) except as listed in Schedule 4.3, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or trigger any rights to payment or other compensation under any Contract to which the Sellers are such Contributor is a party or by which they are such Contributor is bound that relates to the Transferred Assets, or that could prevent or materially delay the consummation of the transactions contemplated by this Agreement and the Ancillary Transaction Documents, or (d) result in the creation of any Encumbrances (other than Permitted Encumbrances) on any Transferred Asset. Other than as set forth in Schedule 3.2(j3.2(f), no Consents are required in connection with the execution, delivery and performance by the Sellers Contributors of this Agreement and the Seller Contributor Ancillary Documents Documents, or the consummation of the transactions contemplated hereby or thereby.