Common use of No Conflicts; Required Consents Clause in Contracts

No Conflicts; Required Consents. The execution, delivery and performance of this Agreement do not and will not (with or without notice or lapse of time): (i) violate or result in any breach of (v) any of the provisions of the laws applicable to the Borrower or the Borrower Parent; (w) the organizational documents of the Borrower or the Borrower Parent; (x) any resolutions adopted by the member of the Borrower or the stockholders or board of directors or committees of the Borrower Parent; (y) any of the terms or requirements of any material governmental approval held by the Borrower or the Borrower Parent or that otherwise relates to the Borrower’s or the Borrower Parent’s business; or (z) any provision of a material contract to which the Borrower or the Borrower Parent is a party; (ii) give any governmental authority or other person or entity the right to (x) challenge the Loan or any other guaranty thereof; (y) exercise any remedy or obtain any relief under any applicable law or any order to which the Borrower, the Borrower Parent or any of their respective assets is subject; or (z) declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate or modify any material contract to which the Borrower or the Borrower Parent is a party; or (iii) except for applicable requirements, if any, under any antitrust law, require the Borrower or the Borrower Parent to obtain any consent or make or deliver any filing or notice to a governmental authority that has not so been made or delivered by the Borrower or the Borrower Parent.

No Conflicts; Required Consents. The execution, delivery and performance of this Agreement or any other Transaction Agreement by Sellers and Holdco do not and will not (with or without notice or lapse of time): (ia) conflict with, violate or result in any breach of (vi) any of the provisions of the laws applicable to the Borrower any of Sellers’ or the Borrower Parent; Holdco’s certificate of incorporation, notice of articles, articles or similar organization documents (w) the organizational documents of the Borrower or the Borrower Parent; as applicable), (x) any resolutions adopted by the member of the Borrower or the stockholders or board of directors or committees of the Borrower Parent; (yii) any of the terms or requirements of any material governmental approval Governmental Approval held by the Borrower any Seller or the Borrower Parent or that otherwise relates to the Borrower’s or the Borrower Parent’s businessHoldco; or (ziii) any provision of a material contract any Contract to which the Borrower any Seller or the Borrower Parent Holdco is a party; (iib) give any governmental authority Governmental Authority or other person or entity Person the right to (xi) challenge the Loan or any other guaranty thereofTransaction; (yii) exercise any remedy or obtain any relief under any applicable law Legal Requirement or any order Order to which the Borrower, the Borrower Parent any Seller or any of their respective assets Holdco is subject; or (ziii) declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate terminate, modify or modify receive any material contract payment under any Contract to which the Borrower any Seller or the Borrower Parent Holdco is a party; or (iv) revoke, suspend or modify any Governmental Approval; (c) result in the imposition or creation of any Encumbrance upon or with respect to the Purchased Assets (other than any Encumbrance created in connection with the Year 1 Note and the Future Payment Notes); or (iiid) except for applicable requirements, if any, under any antitrust lawAntitrust Law, require the Borrower any Seller or the Borrower Parent Holdco to obtain any consent Consent or make or deliver any filing or notice to a governmental authority that has not so been made or delivered by the Borrower or the Borrower ParentGovernmental Authority.