Common use of No Government Approvals or Notices Required Clause in Contracts

No Government Approvals or Notices Required. No Conflict with Instruments. Except as described in Schedule 3.1(c), the execution, delivery and performance of this Agreement by Management, Management Sub and Lessee and the consummation by each of them of the Transactions will not (i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation, Bylaws or limited liability company agreement of such Person, as applicable, (ii) except for any filings required under the HSR Act, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, (iii) require the consent or approval of any Person (other than a Governmental Authority), violate, conflict with or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to any Person any right of termination, cancellation, amendment, purchase, sale or acceleration under, or result in the creation of a Lien on any of the assets, properties or stock of Management, Management Sub, Lessee, any Lessee Subsidiary, Sunstone or any of Sunstone's Subsidiaries under, any of the provisions of any contract, lease, note, permit, franchise, license or other instrument or agreement to which such Person is a party or by which it or its assets or properties are bound, or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation of any Governmental Authority or arbitrator applicable to Management, Management Sub, Lessee, any Lessee Subsidiary, Sunstone or any of Sunstone's Subsidiaries, or any of their respective assets or properties; other than any consents and approvals the failure of which to obtain and any violations, conflicts, breaches and defaults set forth pursuant to clauses (ii), (iii) and (iv) above which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

No Government Approvals or Notices Required. No Conflict with Instruments. Except as described in Schedule 3.1(c4.1(c), the execution, delivery and performance of this Agreement by Management, Management Sub and Lessee the Stockholders and the consummation by each of them of the Transactions will not (i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation, Incorporation or Bylaws of the Lessee or limited liability company agreement of such Person, as applicableManagement, (ii) except for any filings required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, (iii) require the consent or approval of any Person (other than a Governmental Authority), violate, conflict with or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to any Person any right of termination, cancellation, amendment, purchase, sale or acceleration under, or result in the creation of a Lien on any of the assets, properties or stock of Management, Management Sub, Lessee, any Lessee Subsidiary, Sunstone or any of Sunstone's Subsidiaries under, any of the provisions of any contract, lease, note, permit, franchise, license or other instrument or agreement to which such Person is a party or by which it or its assets or properties are bound, or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation of any Governmental Authority or arbitrator applicable to Management, Management Sub, Lessee, any Lessee Subsidiary, Sunstone or any of Sunstone's Subsidiaries, or any of their respective assets or properties; other than any consents and approvals the failure of which to obtain and any violations, conflicts, breaches and defaults set forth pursuant to clauses (ii), (iii) and (iv) above which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

No Government Approvals or Notices Required. No Conflict with ------------------------------------------------------------- Instruments. Except as described in Schedule 3.1(c4.2(c), the execution, delivery and ----------- --------------- performance of this Agreement by Management, Management Sub and Lessee Purchaser and the consummation by each of them Purchaser of the Transactions transactions contemplated hereby will not (i) violate, conflict with or result in a breach of any provision of the Certificate Articles of Incorporation, Bylaws Incorporation or limited liability company agreement bylaws of such Person, as applicableparty, (ii) except for any filings required under the HSR Act, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, (iii) require the consent or approval of any Person (other than a Governmental Authority), violate, conflict with or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to any Person any right of termination, cancellation, amendment, purchase, sale amendment or acceleration under, or result in the creation of a Lien on any of the assets, properties or stock limited liability interests of ManagementPurchaser, Management Sub, Lessee, any Lessee Subsidiary, Sunstone or any of Sunstone's Subsidiaries under, under any of the provisions of any contract, lease, note, permit, franchise, license or other instrument or agreement to which such Person Purchaser is a party or by which it or its assets or properties are bound, or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation of any Governmental Authority or arbitrator applicable to Management, Management Sub, Lessee, any Lessee Subsidiary, Sunstone Purchaser or any of Sunstone's Subsidiaries, or any of their respective its assets or properties; other than any consents and approvals the failure of which to obtain and any violations, conflicts, breaches and defaults set forth pursuant to clauses (ii), (iii) and (iv) above which, individually or in the aggregate, would not reasonably be expected materially adversely affect the ability of Purchaser to have a Material Adverse Effectperform its obligations hereunder.

No Government Approvals or Notices Required. No Conflict with Instruments. Except as described in Schedule 3.1(c3.2(c), the execution, delivery and performance of this Agreement by Management, Management Sub and Lessee the Implementing Agreements to which each Alter Entity is a party and the consummation by each of them Alter Entity of the Transactions will not (i) with respect to each Alter Entity that is an entity, violate, conflict with or result in a breach of any provision of the Certificate of Incorporation, Bylaws or limited liability company partnership agreement of such Person, as applicable, (ii) except for any filings required under the HSR Act, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, (iii) require the consent or approval of any Person (other than a Governmental Authority), violate, conflict with or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to any Person any right of termination, cancellation, amendment, purchase, sale or acceleration under, or result in the creation of a Lien on any of the assets, properties or stock of any of the Alter Entities, Management, Management Sub, Lessee, any Lessee Subsidiary, Sunstone or any of Sunstone's Subsidiaries under, any of the provisions of any contract, lease, note, permit, franchise, license or other instrument or agreement to which such Person is a party or by which it or its assets or properties are bound, bound or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation of any Governmental Authority or arbitrator applicable to any Alter Entity, Management, Management Sub, Lessee, any Lessee Subsidiary, Sunstone or any of Sunstone's Subsidiaries, or any of their respective assets or properties; other than any consents and approvals the failure of which to obtain and any violations, conflicts, breaches and defaults set forth pursuant to clauses (ii), (iii) and (iv) above which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

No Government Approvals or Notices Required. No Conflict with Instruments. Except as described in Schedule 3.1(c), the execution, delivery and performance of this Agreement and the Related Agreements by Management, Management Sub and Lessee such Stockholder and the consummation by each of them such Stockholder of the Transactions transactions contemplated hereby and thereby will not (i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation, Bylaws charter or limited liability company agreement bylaws (or equivalent governing documents) of such Person, as applicableStockholder, (ii) except for any filings required under the HSR Act, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityAuthority (except for any filing under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act")), (iii) require the consent or approval of any Person (other than a Governmental Authority)) or violate or conflict with, violate, conflict with or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to any Person third party any right of termination, cancellation, amendment, purchase, sale amendment or acceleration under, or result in the creation of a Lien lien on any of the assets, properties or stock of Management, Management Sub, Lessee, any Lessee Subsidiary, Sunstone or any of Sunstone's Subsidiaries assets contributed by such Stockholder to the Company under, any of the terms, conditions or provisions of any contract, lease, note, permit, franchise, contract or license or other instrument or agreement to which such Person Stockholder is a party or by which it or its assets or properties property are bound, or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation of any Governmental Authority or arbitrator applicable to Management, Management Sub, Lessee, any Lessee Subsidiary, Sunstone or any of Sunstone's Subsidiaries, or any of their respective assets or propertiessuch Stockholder; other than any consents and approvals the failure of which to obtain and any violations, conflicts, breaches defaults and defaults other rights set forth pursuant to clauses (ii), (iii) and (iv) above which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on either (x) the assets contributed by such Stockholder to the Company as part of the Initial Contributions or (y) the ability of such Stockholder to perform its obligations hereunder or under the Related Agreements to which it is a party.

No Government Approvals or Notices Required. No Conflict with ------------------------------------------------------------- Instruments. Except as described in Schedule 3.1(c4.1(c), the execution, delivery and ----------- --------------- performance of this Agreement by Management, Management Sub and Lessee and the consummation by each of them it of the Transactions transactions contemplated hereby will not (i) violate, conflict with or result in a breach of any provision of the Certificate Articles of Incorporation, Bylaws Organization or limited liability company agreement Operating Agreement of such Person, as applicablethe Lessee, (ii) except for any filings required under the HSR Act, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, (iii) require the consent or approval of any Person (other than a Governmental Authority), violate, conflict with or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to any Person any right of termination, cancellation, amendment, purchase, sale or acceleration under, or result in the creation of a Lien on any of the assets, properties Included Assets or stock of Management, Management Sub, Lessee, any Lessee Subsidiary, Sunstone or any of Sunstone's Subsidiaries under, Assumed Liabilities under any of the provisions of any contract, lease, note, permit, franchise, license or other instrument or agreement to which such Person is a party or by which it or its assets and any of the Included Assets or properties Assumed Liabilities are bound, or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation of any Governmental Authority or arbitrator applicable to Management, Management Sub, Lessee, any Lessee Subsidiary, Sunstone or any of Sunstone's Subsidiaries, the Included Assets or any of their respective assets or propertiesAssumed Liabilities; other than any consents and approvals the failure of which to obtain and any violations, conflicts, breaches and defaults set forth pursuant to clauses (ii), (iii) and (iv) above which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

No Government Approvals or Notices Required. No Conflict with ------------------------------------------------------------- Instruments. Except as described in Schedule 3.1(c4(c), the execution, delivery and ----------- ------------- performance of this Agreement by Management, Management Sub and Lessee Xxxxxxx and the consummation by each of them Xxxxxxx of the Transactions transactions contemplated hereby will not (i) violate, conflict with or result in a breach of any provision of the Certificate Articles of Incorporation, Bylaws Incorporation or limited liability company agreement bylaws of such Person, as applicableparty, (ii) except for any filings required under the HSR Act, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, (iii) require the consent or approval of any Person (other than a Governmental Authority), violate, conflict with or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to any Person any right of termination, cancellation, amendment, purchase, sale amendment or acceleration under, or result in the creation of a Lien on any of the assets, properties or stock limited liability interests of ManagementXxxxxxx, Management Sub, Lessee, any Lessee Subsidiary, Sunstone or any of Sunstone's Subsidiaries under, under any of the provisions of any contract, lease, note, permit, franchise, license or other instrument or agreement to which such Person Xxxxxxx is a party or by which it or its assets or properties are bound, or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation of any Governmental Authority or arbitrator applicable to Management, Management Sub, Lessee, any Lessee Subsidiary, Sunstone Xxxxxxx or any of Sunstone's Subsidiaries, or any of their respective its assets or properties; other than any consents and approvals the failure of which to obtain and any violations, conflicts, breaches and defaults set forth pursuant to clauses (ii), (iii) and (iv) above which, individually or in the aggregate, would not reasonably be expected materially adversely affect the ability of Xxxxxxx to have a Material Adverse Effectperform its obligations hereunder.