Common use of No Violation; Consents and Approvals Clause in Contracts

No Violation; Consents and Approvals. (i) Subject to obtaining Seller’s Required Consents, neither the execution, delivery and performance by Parent and Seller of this Agreement and each Ancillary Agreement to which Parent or Seller is a party, nor the consummation by Parent and Seller of the transactions contemplated hereby and thereby, will (A) conflict with or result in any breach of any provision of the Organizational Documents of Parent or Seller; (B) result in a default (or give rise to any right of termination, cancellation or acceleration), or require a consent, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Parent or Seller is a party or by which it or any of the Purchased Assets may be bound, except for any such defaults or consents (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or (C) constitute a violation of any law, regulation, order, judgment or decree applicable to Parent or Seller, except for any such violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Violation; Consents and Approvals. (i) Subject to obtaining SellerBuyer’s Required Consents, neither the execution, delivery and performance by Parent and Seller Buyer of this Agreement and each Ancillary Agreement to which Parent or Seller Buyer is a party, nor the consummation by Parent and Seller Buyer of the transactions contemplated hereby and thereby, will (A) conflict with or result in any breach of any provision of the Organizational Documents of Parent or SellerBuyer; (B) result in a default (or give rise to any right of termination, cancellation or acceleration), or require a consent, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Parent or Seller Buyer is a party or by which it or any of the Purchased Assets their respective material properties or assets may be bound, except for any such defaults or consents (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of Buyer to perform its obligations under this Agreement and the Ancillary Agreements; or (Ciii) constitute a violation of any law, regulation, order, judgment or decree applicable to Parent or SellerBuyer, except for any such violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of Buyer to perform its obligations under this Agreement and the Ancillary Agreements.

No Violation; Consents and Approvals. (i) Subject to obtaining Seller’s Required Consents, neither Neither the execution, delivery and performance by Parent and Seller Transferee of this Agreement and each Ancillary Agreement to which Parent or Seller Transferee is a party, nor the consummation by Parent and Seller Transferee of the transactions contemplated hereby and thereby, will (Aa) conflict with or result in any breach of any provision of the Organizational Documents of Parent or SellerTransferee; (Bb) result in a default (or give rise to any right of termination, cancellation or acceleration), or require a consent, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Parent or Seller Transferee is a party or by which it or any of the Purchased Assets their respective material properties or assets may be bound, except for any such defaults or consents (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the ability of Transferee to perform its obligations under this Agreement and the Ancillary Agreements; or (Cc) constitute a violation of any law, regulation, order, judgment or decree applicable to Parent or SellerTransferee, except for any such violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the ability of Transferee to perform its obligations under this Agreement and the Ancillary Agreements.

No Violation; Consents and Approvals. (ia) Subject Except as set forth on Schedule 3.3(a) and except for the Lyondell Consents, subject to obtaining Seller’s the Seller Required ConsentsRegulatory Approvals and the Buyer Required Regulatory Approvals, neither the execution, execution and delivery and performance by Parent and Seller of this Agreement and each Ancillary Agreement to which Parent or Seller is a party, nor the consummation by Parent and Seller of any of the transactions contemplated hereby and thereby, will (Ai) conflict with or result in any a breach of any provision of the Organizational Documents of Parent Seller, the Company or Seller; the Owner Affiliates, (Bii) result in a default (or give rise to any right of termination, cancellation or acceleration), or require a consent, ) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement license, agreement, lease or other instrument or obligation to which Parent either Seller or Seller the Company is a party or by which it or any of the Purchased Assets may be boundparty, except (x) for any such defaults or consents (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which that would not, individually or in the aggregate, reasonably be expected to have create a Material Adverse Effect; Effect or (Cy) constitute for those requirements that become applicable to Seller or the Company as the result of a violation specific regulatory status of Buyer (or any of its Affiliates) or as a result of any other facts that specifically relate to the business or activities in which Buyer (or any of its Affiliates) is or proposes to be engaged, or (iii) violate any order, writ, injunction, decree, law, regulationstatute, order, judgment rule or decree regulation applicable to Parent Seller or Sellerthe Company, except for any such violations as that would not, individually or in the aggregate, reasonably be expected to have create a Material Adverse Effect.

No Violation; Consents and Approvals. (i) Subject to obtaining Seller’s Transferee's Required Consents, neither the execution, delivery and performance by Parent and Seller Transferee of this Agreement and each Ancillary Agreement to which Parent or Seller Transferee is a party, nor the consummation by Parent and Seller Transferee of the transactions contemplated hereby and thereby, will (A) conflict with or result in any breach of any provision of the Organizational Documents of Parent or SellerTransferee; (B) result in a default (or give rise to any right of termination, cancellation or acceleration), or require a consent, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Parent or Seller Transferee is a party or by which it or any of the Purchased Assets their respective material properties or assets may be bound, except for any such defaults or consents (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of Transferee to perform its obligations under this Agreement and the Ancillary Agreements; or (C) constitute a violation of any law, regulation, order, judgment or decree applicable to Parent or SellerTransferee, except for any such violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of Transferee to perform its obligations under this Agreement and the Ancillary Agreements.

No Violation; Consents and Approvals. (ia) Subject to obtaining Seller’s Required Consents, neither the execution, The execution and delivery and performance by Parent and Seller of this Agreement and each the Ancillary Agreement to which Parent or Seller is a partyAgreements do not and will not, nor and the consummation by Parent and Seller of the transactions contemplated hereby and therebythereby and compliance with the terms hereof and thereof will not, will (A) conflict with with, or result in any breach violation of or default under, (i) any provision of the Organizational Documents certificate of Parent incorporation or bylaws of Seller; , (Bii) result in a default any judgment, order, injunction or decree (or give rise to any right of termination, cancellation or accelerationan "Order"), or require a consentstatute, under any law, ordinance, rule or regulation ("Applicable Law"), applicable to Seller or the property or assets of the terms, conditions Seller or provisions of (iii) any note, bond, mortgage, indenture, material agreement license, agreement, lease or other instrument or obligation ("Contracts") to which Parent or Seller is a party or by which it Seller or any of the Purchased Assets its assets may be bound, except for except, in the case of clauses (ii) and (iii) where any such conflicts, violations or defaults or consents (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents will have been obtained or which would notprior to the Closing and which, individually or in the aggregate, are immaterial and do not and would not reasonably be expected to have a Material Adverse Effect; materially impair or (C) constitute a violation of any law, regulation, order, judgment or decree applicable materially delay Seller's ability to Parent or Seller, except for any such violations as would not, individually or in consummate the aggregate, reasonably be expected to have a Material Adverse Effecttransactions contemplated by this Agreement.

No Violation; Consents and Approvals. (i) Subject to obtaining Seller’s Required Consents, neither Neither the execution, delivery and performance by Parent and Seller Transferee of this Agreement and each Ancillary Agreement to which Parent or Seller Transferee is a party, nor the consummation by Parent and Seller Transferee of the transactions contemplated hereby and thereby, will (A) conflict with or result in any breach of any provision of the Organizational Documents of Parent or SellerTransferee; (B) result in a default (or give rise to any right of termination, cancellation or acceleration), or require a consent, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Parent or Seller Transferee is a party or by which it or any of the Purchased Assets their respective material properties or assets may be bound, except for any such defaults or consents (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of Transferee to perform its obligations under this Agreement and the Ancillary Agreements; or (C) constitute a violation of any law, regulation, order, judgment or decree applicable to Parent or SellerTransferee, except for any such violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of Transferee to perform its obligations under this Agreement and the Ancillary Agreements.

No Violation; Consents and Approvals. (i) Subject to obtaining Seller’s Transferor's Required Consents, neither the execution, delivery and performance by Parent and Seller Transferor of this Agreement and each Ancillary Agreement to which Parent or Seller it is a party, nor the consummation by Parent and Seller Transferor of the transactions contemplated hereby and thereby, will (A) conflict with or result in any breach of any provision of the Organizational Documents of Parent or SellerTransferor; (B) result in a default (or give rise to any right of termination, cancellation or acceleration), or require a consent, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Parent or Seller Transferor is a party or by which it or any of the Purchased Transferred Assets may be bound, except for any such defaults or consents (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or (C) constitute a violation of any law, regulation, order, judgment or decree applicable to Parent or SellerTransferor, except for any such violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Violation; Consents and Approvals. (i) Subject to obtaining Seller’s Required ConsentsThe execution and delivery by Buyer of the Transaction Documents does not, neither the execution, delivery and performance by Parent and Seller of this Agreement and each Ancillary Agreement to which Parent or Seller is a party, nor the consummation by Parent and Seller of the transactions contemplated hereby and therebythereby and compliance with the terms hereof and thereof will not conflict with, will (A) conflict with or result in any breach violation of any provision of the Organizational Documents of Parent or Seller; (B) result in a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (a) any Laws applicable to Buyer or the property or assets of Buyer, or (b) give rise to any right of termination, cancellation or acceleration)acceleration under, or require a consent, under result in the creation of any Lien upon any of the termsproperties of Buyer under, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation Contracts to which Parent or Seller Buyer is a party or by which it Buyer or any of the Purchased Assets its assets may be bound, except except, and (i) in the case of clauses (a) and (b), for any such conflicts, violations or defaults or consents (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents will have been obtained prior to the Closing or which which, individually or in the aggregate, would not have a Material Adverse Effect. No Governmental Approval is required to be obtained or made by or with respect to Buyer in connection with the execution and delivery of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except where the failure to obtain such Governmental Approval would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or (C) constitute a violation of any law, regulation, order, judgment or decree applicable to Parent or Seller, except for any such violations as would not, individually or in the aggregate, reasonably be expected to have a an Buyer Material Adverse Effect.

No Violation; Consents and Approvals. (i) Subject to obtaining Seller’s Required Consents, neither the execution, The execution and delivery and performance by Parent and Seller Buyer of this Agreement and each Ancillary Buyer Transaction Agreement does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not conflict with, or result in any violation of or default under, (a) any provision of the organizational documents of Buyer, (b) any judgment, order, injunction or decree, statute, law, ordinance, by-law, rule or regulation in any relevant jurisdiction applicable to Buyer, or the property or assets of Buyer or (c) any contracts to which Parent or Seller Buyer is a party, nor or by which Buyer or its respective assets may be bound; provided, however, that no representation or warranty is made in the foregoing clauses (b) and (c) with respect to matters that, individually or in the aggregate, would not reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of the transactions contemplated under this Agreement. Except as set forth in Section 5.2 of the Disclosure Schedule, no material Governmental Approval is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of this Agreement and each Buyer Transaction Agreement, or the consummation by Parent and Seller Buyer of the transactions contemplated hereby and thereby; provided, will (A) conflict however, that no representation and warranty is made with or result in any breach of any provision of the Organizational Documents of Parent or Seller; (B) result in a default (or give rise respect to any right of terminationGovernmental Approvals that, cancellation or acceleration), or require a consent, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, material agreement or other instrument or obligation to which Parent or Seller is a party or by which it or any of the Purchased Assets may be bound, except for any such defaults or consents (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been if not obtained or which made, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; prevent, materially delay, or (C) constitute a violation materially impair the ability of any lawBuyer to effect, regulation, order, judgment or decree applicable to Parent or Seller, except for any such violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectconsummation of the transactions contemplated under this Agreement.

No Violation; Consents and Approvals. (ia) Subject to obtaining Seller’s Required Consents, neither the execution, The execution and delivery and performance by Parent and Seller Buyer of this Agreement and each Ancillary Agreement Agreement, upon execution and delivery, to which Parent or Seller Buyer is a party, nor and the consummation by Parent performance of its obligations hereunder and Seller thereunder and compliance with the terms hereof will not (with or without written notice or lapse of the transactions contemplated hereby and therebytime, will (A) or both), conflict with with, or result in any breach violation of or default under, or give rise to a right of termination or cancellation, or result in the creation of any Lien upon any of the properties or assets of Buyer under, (i) any provision of the Organizational Documents Certificate of Parent Incorporation or Seller; By-laws of Buyer, (B) result in a default (or give rise to any right of termination, cancellation or accelerationii), subject to the consents and approvals set forth in the last sentence of this Section 4.3, any judgment, order or require a consentdecree, under or statute, law, ordinance, rule or regulation applicable to Buyer or (iii) any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, material agreement license, agreement, lease or other instrument or obligation to which Parent or Seller Buyer is a party or by which it Buyer or any of the Purchased Assets its assets may be bound, except except, in the case of clauses (ii) and (iii) of this Section 4.3, for any such defaults or consents (or conflicts, violations, defaults, rights of termination, termination or cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; materially hinder, delay or (C) constitute a violation adversely affect the ability of any law, regulation, order, judgment Buyer to consummate the transactions contemplated by this Agreement or decree applicable to Parent or Seller, except for any such violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectAncillary Agreements.