Common use of No Defaults or Conflicts Clause in Contracts

No Defaults or Conflicts. The execution and delivery of this Agreement and the Ancillary Agreements to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby by Parent, Merger Sub I and Merger Sub II and performance by each of Parent, Merger Sub I and Merger Sub II of its obligations hereunder and thereunder (a) do not conflict with or result in any violation of the charter or bylaws or other constituent documents of Parent, Merger Sub I or Merger Sub II, (b) do not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default (with or without notice or lapse of time or both) under any material Contract, indenture, mortgage or loan or any other agreement or instrument to which each of Parent, Merger Sub I or Merger Sub II is a party or by which it is bound or to which properties of Parent, Merger Sub I or Merger Sub II may be subject, and (c) do not violate any existing applicable Law, judgment, order or decree of any Governmental Authority having jurisdiction over the properties of Parent, Merger Sub I or Merger Sub II; provided, however, that no representation or warranty is made in the foregoing clauses (b) or (c) with respect to matters that would not reasonably be expected, individually or in the aggregate, to materially impair or delay the ability of Parent, Merger Sub I or Merger Sub II to consummate the transactions contemplated hereby.

No Defaults or Conflicts. The execution execution, delivery and delivery performance of this Agreement and the Ancillary Agreements each other Transaction Document to which it Buyer or any of its Subsidiaries is or will be a party party, and the consummation by Buyer or such Subsidiaries of the transactions contemplated hereby and thereby by Parent, Merger Sub I and Merger Sub II and performance by each of Parent, Merger Sub I and Merger Sub II of its obligations hereunder and thereunder (a) do not constitute a breach of, conflict with or result in any violation of any of the charter Organizational Documents of Buyer or bylaws or other constituent documents any of Parent, Merger Sub I or Merger Sub IIits Subsidiaries, (b) except as set forth in Section 4.3 of the Buyer Disclosure Letter, with or without notice or lapse of time or both, do not conflict with, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result in the termination (with or without right of termination), cancellation, modification, creation or acceleration of any right under, require any consent or notice under, or lapse result in the creation of time any Lien (other than a Permitted Lien) upon any of the properties, assets or both) under rights of Buyer or any of its Subsidiaries under, any material Contract, indenture, mortgage Contract or loan or any other agreement or instrument material Permit to which each of Parent, Merger Sub I Buyer or Merger Sub II its Subsidiary is a party or by which it Buyer or any such Subsidiary is bound or to which the properties of Parent, Merger Sub I Buyer or Merger Sub II may be subject, any of its Subsidiaries are subject and (c) do not violate any existing applicable Law, judgment, order or decree of any Governmental Authority having jurisdiction over the properties Buyer or any of Parentits Subsidiaries or any of their respective properties, Merger Sub I or Merger Sub II; providedexcept, however, that no representation or warranty is made in the foregoing each case of clauses (b) or and (c) with respect to matters that above, as would not reasonably be expectednot, individually or in the aggregate, to materially impair or delay the Buyer’s ability of Parent, Merger Sub I or Merger Sub II to consummate effect the transactions contemplated herebyby this Agreement.

No Defaults or Conflicts. The execution and delivery of this Agreement and the Ancillary Agreements to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby by Parent, Merger Sub I and Merger Sub II and performance by each of Parent, Merger Sub I and Merger Sub II of its obligations hereunder and thereunder (a) do not conflict with or result in any violation of the charter or bylaws or other constituent documents of Parent, Merger Sub I or Merger Sub II, (b) do not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default (with or without notice or lapse of time or both) under any material Contract, indenture, mortgage or loan or any other agreement or instrument to which each of Parent, Merger Sub I or Merger Sub II is a party or by which it is bound or to which properties of Parent, Merger Sub I or Merger Sub II may be subject, and (c) do not violate any existing applicable Law, judgment, order or decree of or any Governmental Authority having jurisdiction over the properties of Parent, Merger Sub I or Merger Sub II; provided, however, that no representation or warranty is made in the foregoing clauses (b) or (c) with respect to matters that would not reasonably be expected, individually or in the aggregate, to materially impair or delay the ability of Parent, Merger Sub I or Merger Sub II to consummate the transactions contemplated hereby.

No Defaults or Conflicts. The execution authorization, execution, delivery and delivery performance by the Buyer of this Agreement and the Ancillary Agreements each Transaction Document to which it is or will be a party and the consummation by the Buyer of the transactions contemplated hereby Contemplated Transactions do not and thereby by Parent, Merger Sub I and Merger Sub II and performance by each of Parent, Merger Sub I and Merger Sub II of its obligations hereunder and thereunder will not: (a) do not assuming the taking of each action by (including obtaining each necessary authorization, consent or approval), or in respect of, and the making of all necessary filings with, Governmental Authorities, in each case as disclosed on Schedule 6.4, conflict with or result in any violation of the charter or bylaws or other constituent documents of Parent, Merger Sub I or Merger Sub II, (b) do not conflict with, or result in a breach of any of the terms or provisions violation of, or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under any material ContractLaw applicable to the Buyer; or (b) conflict with, indentureor result in any violation or breach of, mortgage or loan default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to any other agreement right of termination, cancellation or instrument acceleration or the loss of any benefit under, or require any consent, approval or waiver from or notice to any Person (except for any Governmental Authorities for which the representations in Section 6.4 are applicable) (whether after the giving of notice, lapse of time or both) pursuant to, or result in the creation of any Encumbrance upon or forfeiture of any of the rights, properties, Equity Interests or assets of the Buyer under, any of the terms, conditions or provisions of (i) the Organizational Documents of the Buyer, (ii) any Contract to which each of Parent, Merger Sub I or Merger Sub II the Buyer is a party or by which it is bound or to which its properties of Parent, Merger Sub I or Merger Sub II may be are subject, and or (ciii) do not violate any existing applicable Law, judgment, order Law or decree of any Governmental Authority Order having jurisdiction over the properties of Parent, Merger Sub I or Merger Sub IIBuyer; provided, however, that no representation or warranty is made in the foregoing clauses (bii) or (ciii) with respect to matters that would not reasonably be expectedthat, individually or in the aggregate, to materially impair or delay would not have a material adverse effect on the Buyer’s ability of Parent, Merger Sub I or Merger Sub II to consummate the transactions contemplated herebyContemplated Transactions.

No Defaults or Conflicts. The execution and delivery by the Buyer of this Agreement and the Ancillary Agreements to which it the Buyer is or will be a party and the consummation of the transactions by the Buyer contemplated hereby and thereby by Parent, Merger Sub I and Merger Sub II and performance by each of Parent, Merger Sub I and Merger Sub II the Buyer of its obligations hereunder and thereunder do not (a) do not conflict with or violate or result in any violation of the charter or bylaws or other constituent documents Organizational Documents of Parent, Merger Sub I or Merger Sub IIthe Buyer, (b) do not conflict with, violate or result in a breach of any of the terms or provisions of, or constitute a default (under, in any case with or without notice or lapse of time or both, or give any right of termination, suspension, amendment, revocation, cancellation or acceleration under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) under under, any material Contract, indenture, mortgage or loan or any other agreement or instrument Contract to which each of Parent, Merger Sub I or Merger Sub II the Buyer is a party or by which it is are bound or to which its properties of Parent, Merger Sub I or Merger Sub II may be assets are subject, and or (c) do not violate assuming all filings and consents necessary for the consummation of the transactions contemplated hereby as set forth in Section 6.5 of the Buyer Disclosure Letter shall have been, as relevant, obtained or made (and assuming the truth and accuracy of the representations and warranties of the Seller in Article 4 and the Company in Article 5), violate, conflict with or result in a breach or default under any existing applicable Law, judgment, order Law or decree Order applicable to the Buyer or any of any Governmental Authority having jurisdiction over the properties of Parent, Merger Sub I its assets or Merger Sub IIproperties; provided, however, that no representation or warranty is made in the foregoing clauses (b) or (c) with respect ), where the conflict, violation, breach, default, acceleration, termination, revocation, modification, cancellation, failure to matters that give notice or obtain consent, as applicable, would not reasonably be expectednot, individually or in the aggregate, to materially impair or delay the ability of Parent, Merger Sub I or Merger Sub II to consummate the transactions contemplated herebyhave a Buyer Material Adverse Effect.

No Defaults or Conflicts. The execution execution, delivery and delivery performance by the Seller of this Agreement and the Ancillary Agreements each Transaction Document to which it is or will be a party and the consummation by the Seller of the transactions contemplated hereby and thereby by Parent, Merger Sub I and Merger Sub II and performance by each of Parent, Merger Sub I and Merger Sub II of its obligations hereunder and thereunder (a) do not conflict with or and will not result in any violation of the charter applicable Organizational Documents of the Seller or bylaws or other constituent documents of Parent, Merger Sub I or Merger Sub IIHoldco, (b) do not and will not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default (with under, or without notice give rise to any right of termination, loss of rights, adverse modification of provisions, cancellation or lapse acceleration of time any obligation under, or both) under result in the creation of any material Contractlien on any of the assets of the Seller or Holdco under, indenture, mortgage or loan or any other agreement or instrument provision of any Contract to which each of Parent, Merger Sub I the Seller or Merger Sub II Holdco is a party or by which it is bound or to which its properties of Parent, Merger Sub I or Merger Sub II may be are subject, and (c) assuming (solely with respect to performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby) compliance with the matters referred to in Section 4.4, do not and will not violate any existing applicable Law, judgmentrule, order regulation or decree of any Governmental Authority Order having jurisdiction over the properties of Parent, Merger Sub I Seller or Merger Sub IIHoldco; provided, however, that no representation or warranty is made in the foregoing clauses (b) or (c) with respect to matters that would not reasonably be expectedthat, individually or in the aggregate, to materially impair or delay would not have a material adverse effect on the Seller’s ability of Parent, Merger Sub I or Merger Sub II to consummate the transactions contemplated hereby.