Common use of No Defaults or Conflicts Clause in Contracts

No Defaults or Conflicts. Except as described on Schedule 3.3, neither the execution and delivery of this Agreement or any other document delivered pursuant to the terms of this Agreement to which the Company is or will at the Closing be a party, nor the consummation of the transactions contemplated hereby or thereby by the Company, nor the performance by the Company of its obligations hereunder or thereunder, will (with or without due notice or lapse of time or both) (a) constitute a breach or result in any violation of the certificate of formation or limited liability company agreement of the Company or its Subsidiary; or (b) violate, conflict with or constitute a default under, result in the breach of, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, require any notice or consent under, or result in the imposition of any Lien (other than Permitted Liens) upon the assets of the Company or its Subsidiary or the Business under: (i) any Material Contract; or (ii) any applicable law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over the Company or its Subsidiary or any of their respective assets or the Business, except in the case of this clause (b), any such item which would not reasonably be expected to adversely affect the Company and its Subsidiary, taken as a whole, in any material respect or prevent or materially delay Seller’s ability to perform its obligations hereunder or thereunder or consummate the transactions contemplated hereby or thereby.

No Defaults or Conflicts. Except as described on Schedule 3.3, neither the The execution and delivery of this Agreement or any other document delivered pursuant to and the terms of this Agreement to which the Company is or will at the Closing be a party, nor Ancillary Agreements and the consummation of the transactions contemplated hereby or and thereby by the Company, nor the Sellers and performance by the Company Sellers of its their respective obligations hereunder and thereunder: (a) do not conflict with or thereunderresult in any violation of the Organizational Documents of the Sellers or any Business Company; (b) do not conflict with, will result in a breach of any of the terms or provisions of, constitute a default (with or without due notice or lapse of time or both) (a) constitute under, give rise to any right of purchase, termination, amendment, acceleration or cancellation under, or require the consent of or notice to any Person under any Contract, Lease or Permit to which any Business Company is a breach party or result in by which any violation of the certificate properties or assets of formation or limited liability company agreement of the a Business Company or its Subsidiaryare bound; or (bc) violate, conflict with or constitute a default under, do not result in the breach of, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, require any notice or consent under, or result in the imposition creation of any Lien Encumbrance (other than a Permitted LiensEncumbrance) upon the on any properties or assets of the Company any Business Company; and (d) do not violate any existing applicable Law or its Subsidiary or the Business under: (i) any Material Contract; or (ii) any applicable law, rule, regulation, judgment, order or decree Order of any Governmental Authority having jurisdiction over the Company Sellers or its Subsidiary the Business Companies or any of their respective assets or the Businessproperties, except other than, in the case of this clause the foregoing clauses (b) through (d), any such item which with respect to matters that would not not, individually or in the aggregate, reasonably be expected to adversely affect the Company and its Subsidiary, taken as result in a whole, in any material respect or prevent or materially delay Seller’s ability to perform its obligations hereunder or thereunder or consummate the transactions contemplated hereby or therebyMaterial Adverse Effect.

No Defaults or Conflicts. Except as described on Schedule 3.3, neither the The execution and delivery of this Agreement or any other document delivered pursuant to and each of the terms of this Agreement Ancillary Agreements to which the Company is or will at the Closing be a party, nor party and the consummation of the transactions contemplated hereby or and thereby by the Company, nor the Company and performance by the Company of its obligations hereunder and thereunder (a) do not or thereunderwill not conflict with or result in any violation of the Organizational Documents any member of the Company Group; (b) except as set forth in Section 4.4(a) of the Disclosure Letter, do not or will (not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the acceleration of or create in any party the right to accelerate, terminate, materially modify or cancel, with or without due notice or lapse of time or both) (a) constitute a breach or result in any violation of the certificate of formation or limited liability company agreement of the Company or its Subsidiary; or (b) violate, conflict with or constitute a default under, result in the breach of, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, require any notice or consent under, or result in the imposition of any Lien (Encumbrance on the Company Units or other than Permitted Liens) upon the properties or assets of the Company Group under, result in the loss of any benefit or its right under, or give rise to any obligation of any member of the Company Group to make any payment under, any Contract to which the Company or any Company Subsidiary is a party or is otherwise bound, except as would not have a Material Adverse Effect; and (c) do not or will not, assuming all filings and consents necessary for the Business under: (i) consummation of the transactions contemplated hereby as set forth in Section 4.6 of the Disclosure Letter shall have been, as relevant, obtained or made, violate in any Material Contract; or (ii) material respect any existing applicable law, rule, regulation, judgment, order or decree Law of any Governmental Authority having jurisdiction over any member of the Company or its Subsidiary Group or any of their respective assets or the Business, except in the case of this clause (b), any such item which would not reasonably be expected to adversely affect the Company and its Subsidiary, taken as a whole, in any material respect or prevent or materially delay Seller’s ability to perform its obligations hereunder or thereunder or consummate the transactions contemplated hereby or therebyproperties.

No Defaults or Conflicts. Except as described on Schedule 3.3, neither the The execution and delivery of this Agreement or any other document delivered pursuant to the terms of this Agreement Transaction Documents to which the Company is or will at the Closing be a party, nor party and the consummation by the Company of the transactions contemplated hereby or thereby by the Company, nor and the performance by the Company of its obligations hereunder thereunder (a) do not constitute a breach of, conflict with or thereunderresult in any violation of any of the Organizational Documents of the Company or any of its Subsidiaries, will (b) except as set forth in Section 2.4 of the Seller Disclosure Letter, with or without due notice or lapse of time or both) (a) constitute , do not conflict with, or result in a breach or result in any violation of the certificate of formation or limited liability company agreement any of the Company terms or its Subsidiary; or (b) violateprovisions of, conflict with or constitute a default under, result in the breach oftermination (or right of termination), result in the cancellation, modification, creation or acceleration of, create in of any Person the right to accelerate, terminate, modify or cancelunder, require any consent or notice or consent under, or result in the imposition creation of any Lien (other than a Permitted LiensLien) upon any of the properties, assets or rights of the Company or any of its Subsidiary or the Business Subsidiaries under: (i) , any Material Contract; Contract or with respect to any Owned Real Property or Leased Real Property or any Business Permit, (iic) do not violate any existing applicable law, rule, regulationLaw, judgment, order or decree of any Governmental Authority having jurisdiction over the Company or any of its Subsidiary Subsidiaries or any of their respective assets or the Business, except properties and (d) will not result in the case material loss, impairment or alteration of this clause (b), the rights of the Company or any such item which would not reasonably be expected of its Subsidiaries in any Company Intellectual Property material to adversely affect the Company and its SubsidiarySubsidiaries, taken as a whole; except, in any each case of clauses (b), (c) and (d) above, as would not, individually or in the aggregate, reasonably be expected to be material respect or prevent or materially delay Seller’s ability to perform the Company and its obligations hereunder or thereunder or consummate the transactions contemplated hereby or therebySubsidiaries, taken as a whole.

No Defaults or Conflicts. Except Other than as described on Schedule 3.3listed in SCHEDULE 5.8, neither the execution and delivery of this Agreement or any other document delivered pursuant to of the terms of this Agreement to which Acquisition Documents by the Company is or will at the Closing be a party, nor the consummation of the transactions contemplated hereby or thereby by the Company, nor and the performance by the Company of its obligations hereunder or thereunder(i) does not and, on the Closing Date, will (with or without due notice or lapse of time or both) (a) constitute a breach or not result in any violation of the certificate of formation charter or limited liability company agreement by-laws of the Company Company; (ii) does not and, on the Closing Date, will not conflict with, or its Subsidiary; result in a breach of any of the terms or (b) violateprovisions of, conflict with or constitute a default under, result in the breach of, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, require any notice or consent under, or result in the creation or imposition of any Lien lien, claim, charge, encumbrance or other security interest (other than Permitted collectively referred to herein as "Liens) "), upon the any property or assets of the Company or its Subsidiary or the Business under: (iA) any Material Contractindenture, mortgage, lease or loan agreement or any other agreement or instrument to which the Company is a party or by which it may be bound or to which any of its respective properties may be subject; or (iiB) any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over to which the Company or its Subsidiary or any of their respective assets its properties is subject, other than such conflicts, breaches and defaults as would be waived or avoided by the Businessconsents, except approvals, authorizations, filings or notices described in Section 5.9; and (iii) does not and, on the Closing Date, will not result pursuant to the terms of any Contract to which the Company is a party in the case acceleration of this clause (b)the maturity of any payment date of, or increase or adversely affect, any such item which would not reasonably be expected to adversely affect liability of the Company and its Subsidiary, taken as a whole, other than Indebtedness paid in any material respect or prevent or materially delay Seller’s ability to perform its obligations hereunder or thereunder or consummate the transactions contemplated hereby or therebyconnection herewith.