Common use of No Defaults or Conflicts Clause in Contracts

No Defaults or Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by such Seller and performance by such Seller of its obligations hereunder (i) do not constitute or result in any violation of the applicable organizational documents of such Seller, if applicable, (ii) do not conflict with, or result in a breach of any of the terms or provisions of, or result in the creation or acceleration of any obligations under, or constitute a default under any agreement or instrument to which such Seller is a party or by which such Seller is bound or to which its properties are subject, and (iii) except for applicable requirements under the HSR Act or similar foreign competition or Antitrust Laws, do not violate any existing Law applicable to such Seller or any of its properties; provided, however, that no representation or warranty is made in the foregoing clauses (ii) or (iii) with respect to matters that, individually or in the aggregate, would not reasonably be expected to materially impair such Seller’s ability to consummate the transactions contemplated hereby.

No Defaults or Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by such Seller and performance by such Seller of its obligations hereunder (i) do not constitute or result in any violation of the applicable organizational documents of such Seller, if applicable, (ii) do not conflict with, with or result in a breach of any of the terms or provisions of, or result in the creation or acceleration of any obligations under, or constitute a default under any agreement or instrument to which such Seller is a party or by which such Seller is bound or to which its properties are subject, and (iii) except for applicable requirements under the HSR Act or similar foreign competition or Antitrust Laws, do not violate any existing Law applicable to such Seller or any of its properties; provided, however, that no representation or warranty is made in the foregoing clauses (ii) or (iii) with respect to matters that, individually or in the aggregate, would not reasonably be expected to prevent or materially impair delay such Seller’s ability to consummate the transactions contemplated hereby.

No Defaults or Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by such Seller Xxxxxx and Merger Sub and the performance by such Seller Person of its respective obligations hereunder (ia) do not constitute or result in any violation of the applicable organizational documents Organizational Documents of such Seller, if applicablePerson, (iib) except as set forth on Schedule 5.4, do not conflict with, or result in a breach of any of the terms or provisions of, or result in the creation or acceleration of any obligations under, or constitute a default under any indenture, mortgage or loan or any other agreement or instrument to which such Seller Parent or Merger Sub is a party or by which such Seller it is bound or to which its properties are may be subject, and (iiic) except for applicable requirements under the HSR Act or similar foreign competition or Antitrust Laws, do not violate any existing Law applicable to such Seller Law, judgment, order or decree of any Governmental Authority having jurisdiction over Parent, Merger Sub or any of its their respective properties; provided, however, that no representation or warranty is made in the foregoing clauses (iib) or (iiic) with respect to matters thatthat would not reasonably be expected, individually or in the aggregate, would not reasonably be expected to materially impair such Seller’s or delay the ability of Parent or Merger Sub to consummate effect the transactions contemplated hereby.

No Defaults or Conflicts. The execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby by such Seller the Buyer and performance by such Seller the Buyer of its obligations hereunder and thereunder (i) do not constitute or result in any violation of the applicable organizational documents of such Seller, if applicable, Buyer’s Fundamental Documents; (ii) do not conflict with, or result in a breach of any of the terms or provisions of, or result in the creation or acceleration of any obligations under, or constitute a default under any indenture, mortgage or loan or any other agreement or instrument to which such Seller the Buyer is a party or by which such Seller it is bound or to which its properties are may be subject, ; and (iii) except for applicable requirements under the HSR Act or similar foreign competition or Antitrust Laws, do not violate any existing Law applicable to such Seller law, rule, regulation, judgment, order or decree of any Governmental Body having jurisdiction over the Buyer or any of its properties; provided, however, that no representation or warranty is made in the foregoing clauses (ii) or (iii) with respect to matters thatthat would not reasonably be expected, individually or in the aggregate, would not reasonably be expected to materially impair such Sellerthe Buyer’s ability to consummate effect the transactions contemplated herebyhereby and thereby.

No Defaults or Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by such Seller the Buyer and performance by such Seller the Buyer of its obligations hereunder (i) do not constitute or result in any violation of the applicable organizational charter or by-laws or other constituent documents of such Sellerthe Buyer, if applicable, and (ii) except as set forth on Schedule 6.5, do not conflict with, or result in a breach of any of the terms or provisions of, or result in the creation or acceleration of any obligations under, or constitute a default under any indenture, mortgage or loan or any other agreement or instrument to which such Seller the Buyer is a party or by which such Seller it is bound or to which its properties are may be subject, and (iii) except for applicable requirements under the HSR Act or similar foreign competition or Antitrust LawsAct, do not violate any existing Law applicable to such Seller law, rule, regulation, judgment, order or decree or any Governmental Authority having jurisdiction over the Buyer or any of its properties; provided, however, that no representation or warranty is made in the foregoing clauses (ii) or (iii) with respect to matters thatthat would not reasonably be expected, individually or in the aggregate, would not reasonably be expected to materially impair such Sellerthe Buyer’s ability to consummate effect the transactions contemplated hereby.

No Defaults or Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by such the Seller and performance by such the Seller of its obligations hereunder (i) do not constitute or result in any violation of the applicable organizational documents of such the Seller, if applicable, ; (ii) except as set forth on Schedule 4.3, do not conflict with, or result in a breach of any of the terms or provisions of, or result in the creation or acceleration of any obligations constitute a default under, or constitute a default under create in any party the right to accelerate, terminate, modify or cancel any agreement or instrument to which such the Seller is a party or by which such Seller it is bound or to which its properties are subject, ; and (iii) except for applicable requirements under the HSR Act or similar foreign competition or Antitrust Laws, do not violate any existing Law applicable to such law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over the Seller or any of its properties; provided, however, that no representation or warranty is made in the foregoing clauses clause (ii) or (iii) with respect to matters that, individually or in the aggregate, would not reasonably be expected to materially impair such the Seller’s ability to consummate the transactions contemplated hereby.

No Defaults or Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by such Seller Securityholder and performance by such Seller Securityholder of its obligations hereunder (ia) do not constitute or result in any violation of the applicable organizational documents of such SellerSecurityholder, if applicable, (iib) except as set forth on Schedule 3.3, do not conflict with, or result in a breach of any of the terms or provisions of, or result in the creation or acceleration of any obligations under, or constitute a default under any agreement or instrument material Contract to which such Seller Securityholder is a party or by which such Seller Securityholder is bound or to which its properties are subject, and (iiic) except for applicable requirements under the HSR Act or similar foreign competition or Antitrust LawsAct, do not violate any existing Law applicable to law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over such Seller Securityholder or any of its properties; provided, however, that no representation or warranty is made in the foregoing clauses (iib) or (iiic) with respect to matters that, individually or in the aggregate, would not reasonably be expected to materially impair such SellerSecurityholder’s ability to consummate the transactions contemplated hereby.

No Defaults or Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by such Seller and performance by such Seller of its obligations hereunder (i) do not constitute or result in any violation of the applicable organizational documents of such Seller, if applicable, (ii) except as set forth on Schedule 4.3, do not conflict with, or result in a breach of any of the terms or provisions of, or result in the creation or acceleration of any obligations under, or constitute a default under any material agreement or instrument to which such Seller is a party or by which such Seller is bound or to which its properties are subject, and (iii) except for applicable requirements under the HSR Act or similar foreign competition or Antitrust LawsAct, do not violate any existing Law applicable to law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over such Seller or any of its properties; provided, however, that no representation or warranty is made in the foregoing clauses (ii) or (iii) with respect to matters that, individually or in the aggregate, would not reasonably be expected to materially impair such Seller’s ability to consummate the transactions contemplated hereby.