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

No Violation; Consents and Approvals. (a) Except as set forth on Schedule 6.2, the execution and delivery of this Agreement by Buyer does not, and the execution and delivery by Buyer of the other Transaction Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, (i) conflict with or result in any violation of any provision of the certificate of incorporation or by-laws of Buyer, (ii) conflict with, result in a violation or breach of, or constitute a default (with or without notice or lapse of time or both), or give rise to any right of termination, right of first refusal, amendment, revocation, cancellation or acceleration, or loss of material benefit, or to increased, guaranteed, accelerated or additional rights or entitlements of any person or result in the creation of any Lien on any asset or any property of Buyer under any Contracts or Permit, to which Buyer or any other Purchasing Company is a party, except for any such conflict, violation, breach, default, loss or right, entitlement or Lien which, individually or in the aggregate, could not reasonably be expected to result in a Buyer Material Adverse Effect or (iii) conflict with or result in a violation of, or give rise to the loss of a material benefit or result in the creation of any Lien on any asset or property of Buyer under, any judgment, order, decree, writ, injunction, statute, law, ordinance, rule or regulation applicable to Buyer or to the property or assets of Buyer, except for any such conflict, violation, loss or Lien which, individually or in the aggregate, could not reasonably be expected to have a Buyer Material Adverse Effect. (b) Except as set forth on Schedule 6.2, no consent, approval, license, permit, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Buyer in connection with the execution and delivery of the Transaction Agreements or the consummation of the transactions contemplated thereby, other than (i) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made could not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.

No Violation; Consents and Approvals. (a) Except as set forth on Schedule 6.2, the execution and delivery of this Agreement by Buyer does not, and the execution and delivery by Buyer in Section 3.5 of the other Transaction Agreements ENSA Disclosure Letter, neither ENSA nor any of its properties or assets is subject to which it is a party and the consummation or bound by any provision of: (a) any law, statute, rule, regulation, ordinance or judicial or administrative decision; (b) any provision of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will notits articles or certificate of incorporation, bylaws, or similar organizational document; (c) any (i) conflict with credit or result in any violation loan agreement, mortgage, deed of any provision of the certificate of incorporation trust, note, bond, indenture, license, concession, franchise, permit, trust, custodianship or by-laws of Buyerother restriction, (ii) conflict withinstrument, lease, obligation, contract or agreement other than those contemplated by clause (i), which, in the case of this clause (ii), individually involves the payment or receipt by ENSA on an annual basis of more than $25,000 or (iii) instruments, obligations, contracts or agreements, other than those contemplated by clause (i), which, in the case of this clause (iii), individually involve the payment or receipt by ENSA of more than $25,000 or collectively involve the payment or receipt by ENSA of more than $100,000; or (d) any judgment, order, writ, injunction or decree; that would impair, prohibit or prevent, or would be violated or breached by, or would result in the creation of any Encumbrance as a violation or breach result of, or constitute under which there would be a material default (with or without notice or lapse of time time, or both), ) or give rise to any right of termination, right of first refusal, amendment, revocation, cancellation or acceleration, acceleration of any material obligation or the loss of a material benefitbenefit as a result of, or to increasedthe execution, guaranteeddelivery and performance by ENSA of this Agreement and the consummation of the transactions contemplated hereby, accelerated or additional rights or entitlements except in the case of any person municipal, county or result in the creation of any Lien on any asset township law, statute, rule, regulation, ordinance, administrative decision, license or any property of Buyer under any Contracts permit ("Local Law or Permit"), to which Buyer where such event or any other Purchasing Company occurrence is a party, except for any such conflict, violation, breach, default, loss or right, entitlement or Lien whichnot, individually or in the aggregate, could not reasonably be expected likely to result in have a Buyer Material Adverse Effect or on ENSA. Other than (i) the filing of the Certificate of Merger as provided in Section 1.1, (ii) the filing with the SEC of the Proxy Statement, (iii) conflict with or result in a violation ofsuch consents, or give rise to orders, approvals, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the loss of a material benefit or result in the creation securities laws of any Lien on any asset foreign country, and (iv) such local consents, orders, approvals, authorizations, registrations, declarations and filings which, if not obtained or property of Buyer undermade, any judgment, order, decree, writ, injunction, statute, law, ordinance, rule or regulation applicable to Buyer or to the property or assets of Buyer, except for any such conflict, violation, loss or Lien whichwould not, individually or in the aggregate, could not reasonably be expected likely to have a Buyer Material Adverse Effect. (b) Except as set forth Effect on Schedule 6.2ENSA and that would not impair, no consent, approval, license, permit, order prohibit or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Buyer in connection with the execution and delivery of the Transaction Agreements or prevent the consummation of the transactions contemplated therebyhereby, no consent, order, approval or authorization of, or declaration, notice, registration or filing with, any court, administrative agency or commission or other than governmental authority or instrumentality (ieach a "Governmental Entity"), individual, corporation, partnership, trust or unincorporated organization (together with Governmental Entities, each a "Person") such consentsis required by or with respect to ENSA in connection with the execution, approvals, licenses, permits, orders, authorizations, registrations, declarations or filings delivery and performance by ENSA of this Agreement and the failure consummation of which to be obtained or made could not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effecttransactions contemplated hereby.

No Violation; Consents and Approvals. (a) Except as set forth on Schedule 6.2in Section 2.3 of the Disclosure Schedule, the execution and delivery by the Company of this Agreement by Buyer does not, and the execution and delivery by Buyer of the other Transaction Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, (i) conflict with with, or result in any violation of any provision of the certificate of incorporation or by-laws of Buyer, (ii) conflict with, result in a violation or breach of, or constitute a default (or an event which, with or without notice or lapse of time or both), would constitute a default) under, (a) any provision of the Articles of Incorporation or give rise to any right Bylaws of termination, right of first refusal, amendment, revocation, cancellation or acceleration, or loss of material benefit, or to increased, guaranteed, accelerated or additional rights or entitlements of any person or result in the creation of any Lien on any asset Company or any property of Buyer under any Contracts or PermitSubsidiary, to which Buyer or any other Purchasing Company is a party, except for any such conflict, violation, breach, default, loss or right, entitlement or Lien which, individually or in the aggregate, could not reasonably be expected to result in a Buyer Material Adverse Effect or (iiib) conflict with or result in a violation of, or give rise to the loss of a material benefit or result in the creation of any Lien on any asset or property of Buyer under, any judgment, order, decreeinjunction or decree (an "Order"), writ, injunction, or statute, law, ordinance, rule or regulation ("Applicable Law") applicable to Buyer the Company or the Subsidiaries with respect to the property Business or assets of Buyerthe Assets, except for any which such conflict, violationviolation or default would have a Division Material Adverse Effect or (c) give rise to any right of termination, loss cancellation or Lien whichacceleration under, individually or result in the aggregatecreation of any Lien upon any of the Assets under, could not reasonably any Material Contract relating to the Business or Permit to which the Company or any Subsidiary is a party or by which the Company or the Subsidiaries or any Assets may be expected bound, which termination, cancellation or acceleration, or creation of any Lien, would give rise to have a Buyer Division Material Adverse Effect. (b) . Except as set forth on Schedule 6.2in Section 2.3 of the Disclosure Schedule, no consent, approval, license, permit, order or authorization of, or registration, declaration or filing withwith ("Governmental Approval") any court, administrative agency or notice tocommission or other governmental entity, any authority or instrumentality, domestic or foreign ("Governmental Entity Authority"), is required to be obtained or made by or with respect to Buyer the Company or the Subsidiaries in connection with the execution and delivery of the Transaction Agreements this Agreement or the consummation by them of the transactions contemplated thereby, other than (i) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made could not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effecthereby.

No Violation; Consents and Approvals. (a) Except as set forth on Schedule 6.2, the The execution and delivery of this Agreement by Buyer does and the Showco Related Instruments do not, and the execution and delivery by Buyer of the other Transaction Agreements to which it is a party and the consummation of the transactions contemplated hereby and or thereby and compliance with the terms hereof and or thereof will not, (i) conflict with with, or result in any violation of or constitute a default under, (A) any provision of the certificate of incorporation incorporation, certificate of formation or by-laws of Buyer, (ii) conflict with, result in a violation or breach ofbylaws, or constitute a default (with similar organizational documents, of Showco, Clearsho or without notice or lapse of time or both), or give rise to any right of termination, right of first refusal, amendment, revocation, cancellation or acceleration, or loss of material benefit, or to increased, guaranteed, accelerated or additional rights or entitlements of any person or result in the creation of any Lien on any asset or any property of Buyer under any Contracts or Permit, to which Buyer or any other Purchasing Company is a party, except for any such conflict, violation, breach, default, loss or right, entitlement or Lien which, individually or in the aggregate, could not reasonably be expected to result in a Buyer Material Adverse Effect Vari-Lite or (iiiB) conflict with or result in a violation of, or give rise to the loss of a material benefit or result in the creation of any Lien on any asset or property of Buyer under, any judgment, order, order or decree, writ, injunction, or statute, law, ordinance, rule or regulation regulation, applicable to Buyer Showco, Clearsho, Vari-Lite or to the property Business; or assets (ii) except as set forth in SCHEDULE 3.2(a), conflict with or result in any violation of Buyer, except for any such conflict, violation, loss or Lien constitute a default (or an event or condition which, individually with notice or lapse of time or both, would constitute a default) under, or result in the aggregatetermination of, could not reasonably be expected to have a Buyer Material Adverse Effector accelerate the performance required by, or cause the acceleration of the maturity of any liability or obligation pursuant to, or result in the creation or imposition of any Lien under, any Contract. (b) Except as set forth on Schedule 6.2in SCHEDULE 3.2(b), no consent, approval, license, permit, order or authorization of, notice to, or registration, declaration or filing with, any court, administrative agency or notice tocommission or other governmental entity, authority or instrumentality, whether domestic or foreign ("Governmental Entity"), or any Governmental Entity other Person, is required to be obtained or made by or with respect to Buyer in connection with the execution and delivery by Showco and Vari-Lite of the Transaction Agreements this Agreement or any Showco Related Instrument to which it is a party, or the consummation by Showco and Vari-Lite of the transactions contemplated hereby or thereby, other than (i) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations or filings compliance by Showco and Vari-Lite with the failure of which to be obtained terms hereof or made could not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effectthereof.

No Violation; Consents and Approvals. (a) Except as set forth on Schedule 6.22.5, the execution and delivery by Seller of this Stock Purchase Agreement by Buyer does not, and the execution and delivery by Buyer of the other Transaction Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, (i) conflict directly or indirectly, with or without notice, immediately or with the passage of time, conflict with, result in any violation of or default under, or give any person the right to terminate, cancel, rescind, modify, vary, renegotiate, accelerate, delay or forfeit any term or payment under (a) any provision of the certificate Certificate of incorporation Incorporation or by-laws Bylaws of Buyerthe Company, (iib) conflict withany judgment, result in a violation order, injunction or breach of, or constitute a default decree (with or without notice or lapse of time or bothan “Order”), or give rise currently effective statute, currently effective law, ordinance, rule or regulation, applicable to Seller or the Company or the property or assets of the Company (“Applicable Law”) or (c) any right of terminationnote, right of first refusalbond, amendmentmortgage, revocationindenture, cancellation license, agreement, lease or accelerationother instrument or contractual or legal obligation (“Contracts”) to which Seller, or loss of material benefit, or to increased, guaranteed, accelerated or additional rights or entitlements of any person or result in the creation of any Lien on any asset or any property of Buyer under any Contracts or Permit, to which Buyer or any other Purchasing Company is a partyparty or by which Seller or the Company or any of the Company’s assets may be bound, except except, in the case of clauses (b) and (c), for any such conflictconflicts, violation, breach, default, loss violations or right, entitlement defaults as to which requisite waivers or Lien consents will have been obtained prior to the Closing (which are listed on Schedule 2.5) or which, individually or in the aggregate, could would not reasonably be expected to result in a Buyer Material Adverse Effect or (iii) conflict with or result in a violation of, or give rise to the loss of a material benefit or result in the creation of any Lien on any asset or property of Buyer under, any judgment, order, decree, writ, injunction, statute, law, ordinance, rule or regulation applicable to Buyer or to the property or assets of Buyer, except for any such conflict, violation, loss or Lien which, individually or in the aggregate, could not reasonably be expected to have a Buyer Company Material Adverse Effect. (b) . Except as set forth on Schedule 6.22.5, no consent, approval, license, permit, order or authorization of, or registration, declaration or filing withwith (“Governmental Approval”) any court, administrative agency or notice tocommission or other governmental entity, any authority or instrumentality, domestic or foreign (“Governmental Entity Authority”) is required to be obtained or made by or with respect to Buyer Seller, or the Company, in connection with the execution and delivery of the Transaction Agreements this Stock Purchase Agreement or the consummation by Seller of the transactions contemplated therebyhereby, other than than, in each case, (ia) such consentscompliance with and filings under the Securities Exchange Act of 1934, approvalsas amended (the “Exchange Act”), licenses(b) compliance with and filings under state environmental statutes, permits(c) compliance with and filings under applicable governmental and defense industrial security clearances, orders(d) compliance with Applicable Law relating to Government Contracts, authorizations(e) those, registrations, declarations or filings the failure of which to be obtained obtain or made could not reasonably be expected to havemake, individually or in the aggregate, would not have a Buyer Company Material Adverse EffectEffect and (f) those which may be required by reason of Buyer’s (as opposed to any other party’s) participation in the transactions contemplated hereby.

No Violation; Consents and Approvals. (a) Except as set forth on Schedule 6.2The offering, issuance and sale by Issuer of the Indicated Units being delivered at the Closing Date, the execution execution, delivery and delivery of this Agreement by Buyer does not, and the execution and delivery by Buyer performance of the other Transaction Agreements to which it is a Documents by the Partnership Parties that are party thereto and the consummation by the Partnership Parties that are party thereto of the transactions Transactions contemplated hereby by such Transaction Documents do not and thereby and compliance with the terms hereof and thereof will not, : (i) conflict with or result in any violation breach of any provision of the certificate of incorporation formation, partnership agreement, limited liability company agreement or by-laws other organizational or charter documents of Buyer, any of the Partnership Parties; (ii) conflict with, result in a violation or breach of, or constitute a default (or an event that with or without notice or lapse of time or both)both would become a default) under, or give rise to any right of termination, right cancellation, amendment or acceleration (with or without notice, lapse of first refusaltime or both) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which a Partnership Party is a party or by which any property or asset of the Partnership Parties is bound or affected, except to the extent that such default, termination, amendment, revocation, acceleration or cancellation right would not have or acceleration, or loss of material benefit, or to increased, guaranteed, accelerated or additional rights or entitlements of any person or result in the creation of any Lien on any asset or any property of Buyer under any Contracts or Permit, to which Buyer or any other Purchasing Company is a party, except for any such conflict, violation, breach, default, loss or right, entitlement or Lien which, individually or in the aggregate, could not be reasonably be expected to result in a Buyer Material Adverse Effect or (iii) conflict with or result in a violation of, or give rise to the loss of a material benefit or result in the creation of any Lien on any asset or property of Buyer under, any judgment, order, decree, writ, injunction, statute, law, ordinance, rule or regulation applicable to Buyer or to the property or assets of Buyer, except for any such conflict, violation, loss or Lien which, individually or in the aggregate, could not reasonably be expected to have a Buyer Material Adverse Effect. (b) Except as set forth on Schedule 6.2, no consent, approval, license, permit, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Buyer in connection with the execution and delivery of the Transaction Agreements or the consummation of the transactions contemplated thereby, other than (i) such consents, approvals, licenses, permits, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made could not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, except as disclosed in Section 4.3 of the Disclosure Schedule; (iii) result in a violation of any law, statute, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which any of the Partnership Parties is subject (including federal and state securities laws and regulations) or by which any property or asset of the Partnership Parties is bound or affected, except to the extent that such violation would not have or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; or (iv) except as set forth in the Transaction Documents, result or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Parties, which liens would have, individually or in the aggregate, a Material Adverse Effect as the case may be. (b) No declaration, filing or registration with, or notice to, or authorization, consent or approval of any Governmental Authority is necessary for the offering, issuance and sale by the Issuer of the Indicated Units or for the consummation by the Partnership Parties of the transactions contemplated by the Transaction Documents, other than (i) any required filings or registrations required pursuant to state or federal securities laws, rules or regulations or pursuant to the rules of any stock exchange in connection with the performance of the terms of the Registration Rights Agreement, (ii) for such consents that have been obtained or made; (iii) such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not obtained or made, would not have or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; and (iv) for such consents which (A) are of a routine or administrative nature, (B) are not customarily obtained or made prior to the consummation of transactions such as those contemplated by the Transaction Documents and (C) are expected in the reasonable judgment of the Issuer to be obtained or made in the ordinary course of business subsequent to the consummation of the Transactions.

No Violation; Consents and Approvals. (a) Except as set forth on Schedule 6.23.3, the execution execution, delivery and delivery of this Agreement by Buyer does not, and the execution and delivery by Buyer performance of the other Transaction Agreements to which it is a Documents by the CHK Transaction Parties that are party thereto and the consummation by the CHK Transaction Parties of the transactions contemplated hereby Transactions do not and thereby and compliance with the terms hereof and thereof will not, : (i) conflict with or result in any violation breach of any provision of the certificate Charter Documents of incorporation or by-laws any of Buyer, the CHK Transaction Parties; (ii) conflict with, result in a violation or breach of, or constitute a default (or an event that with notice or lapse of time or both would give rise to a default) under, or give rise to any right of termination, cancellation, amendment or acceleration (with or without notice or notice, lapse of time or both), or give rise to any right the loss of termination, right of first refusal, amendment, revocation, cancellation or accelerationa benefit under, or loss trigger any transfer, consent or “change of material benefitcontrol”-related right under, any of the terms, conditions or provisions of any Contract to increasedwhich any CHK Transaction Party is a party or by which any of their respective assets or properties are bound or affected; (iii) result in a violation of any Law, guaranteedstatute, accelerated rule, regulation, Order, judgment, injunction, decree or additional other restriction of any Governmental Authority to which any of the CHK Transaction Parties is subject (including federal and state securities Laws and regulations) or by which any of their properties or assets are bound or affected, except in the case of clauses (ii) and (iii) above, for such defaults, terminations, amendments, acceleration or cancellation rights or entitlements of any person or result in the creation of any Lien on any asset or any property of Buyer under any Contracts or Permit, to which Buyer or any other Purchasing Company is a party, except for any such conflict, violation, breach, default, loss or right, entitlement or Lien whichviolations that would not, individually or in the aggregate, could not reasonably be expected material to result in a Buyer Material Adverse Effect the ownership, operation or use of the Assets or the Gathering System or the performance by the CHK Transaction Parties of the Transaction Documents; or (iiiiv) conflict with or result in a violation of, or give rise to the loss of a material benefit or result in the creation or imposition of any Lien on any asset Lien, charge or property of Buyer under, any judgment, order, decree, writ, injunction, statute, law, ordinance, rule or regulation applicable to Buyer or to encumbrance upon the property or assets of Buyer, Assets except for any such conflict, violation, loss or Lien which, individually or in the aggregate, could not reasonably be expected to have a Buyer Material Adverse EffectPermitted Liens. (b) Except as set forth on Schedule 6.2for filings necessary under and compliance with the HSR Act, no consentdeclaration, approval, license, permit, order filing or authorization of, registration, declaration or filing registration with, or notice to, or authorization, consent, Order, license, qualification, permit, exemption or approval of, any Governmental Entity Authority is required to be obtained or made necessary for the sale by or with respect to Buyer in connection with the execution and delivery Seller Parties of the Transaction Agreements Assets or for the consummation of the transactions contemplated therebyTransactions, other than such declarations, filings, registrations, notices, authorizations, consents, Orders, licenses, qualifications, permits, exemptions, or approvals obtained or made prior to the date hereof (c) Schedule 3.3(c) contains a true and complete list of (i) such consentseach Asset with respect to which a third-party consent or authorization is required in order to consummate the Transactions and (ii) each Permit used or held for use in connection with, approvalsor necessary for, licensesthe ownership, permits, orders, authorizations, registrations, declarations operation or filings use of the failure of which to be obtained Gathering System that is not transferable or made could not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effectassignable.

No Violation; Consents and Approvals. (a) Except as set forth on Schedule 6.2, Neither the execution and delivery of this Agreement by Buyer does not, and the execution and delivery by Buyer of the other Transaction Agreements to which it is a party and Company nor the consummation of the transactions contemplated hereby and thereby and compliance with by the terms hereof and thereof Company will not, (i) violate, breach or conflict with or result in any violation of any provision of the certificate Articles of incorporation Incorporation or by-laws Bylaws or other similar governing documents of Buyerthe Company or any Subsidiary of the Company, (ii) assuming all consents, approvals, authorizations and permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses have been made, conflict with or violate any Laws applicable to the Company or any Subsidiary or by which the Company or any Subsidiary or any of their respective properties or assets may be bound, (iii) except as set forth on Section 3.04(a)(iii) of the Disclosure Letter, violate or conflict with, or result in a violation or breach of any provision of, or constitute require any consent, waiver or approval or result in a default (with or without notice or lapse of time or both), or give rise to any right of termination, right cancellation, modification or acceleration (or an event that, with the giving of first refusalnotice, amendmentthe passage of time or otherwise, revocation, cancellation or acceleration, or loss of material benefit, or to increased, guaranteed, accelerated or additional rights or entitlements of any person or result in the creation of any Lien on any asset or any property of Buyer under any Contracts or Permit, to which Buyer or any other Purchasing Company is would constitute a party, except for any such conflict, violation, breach, default, loss or right, entitlement or Lien which, individually or in the aggregate, could not reasonably be expected to result in a Buyer Material Adverse Effect or (iii) conflict with or result in a violation of, default or give rise to any such right) under, any of the loss terms, conditions or provisions of any note, bond, mortgage, lease, license, agreement, contract, guarantee, franchise, permit, understanding agreement, commitment, indenture or other instrument or obligation to which the Company or any of its Subsidiaries is a material benefit party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, or (iv) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien (other than a Permitted Lien) on any asset or property of Buyer under, any judgment, order, decree, writ, injunction, statute, law, ordinance, rule or regulation applicable to Buyer or to the property or assets of Buyer, except for any such conflict, violation, loss or Lien which, individually or in the aggregate, could not reasonably be expected to have a Buyer Material Adverse Effect. (b) Except as set forth on Schedule 6.2, no consent, approval, license, permit, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Buyer in connection with the execution and delivery of the Transaction Agreements Company or the consummation any of the transactions contemplated therebyits Subsidiaries except, other than in case of clauses (iii), (iii) such consentsand (iv), approvals, licenses, permits, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made could as have not had and would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by the Company and the consummation of the Merger by the Company do not and will not require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government, or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a “Governmental Entity”) except (i) the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the filing with respect to and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Law, (ii) the filing with the SEC of (x) the Proxy Statement and (y) such reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (iii) the filing of the Articles of Merger with the Missouri Secretary as required by the Corporation Law and of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (iv) any filings required under the rules and regulations of the New York Stock Exchange, and (v) any such consent, approval, authorization, permit, filing or notification the failure of which to make or obtain has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and would not prevent or materially delay the consummation of the transactions contemplated hereby.

No Violation; Consents and Approvals. (a) Except as set forth on Schedule 6.25.2, the execution and delivery of this Agreement by Buyer each of Parent and Seller does not, and the execution and delivery by Buyer each of Parent and Seller of the other Transaction Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not, (i) conflict with or result in any violation of any provision of the certificate or articles of incorporation or by-laws of BuyerParent or Seller, (ii) conflict with, result in a violation or breach of, or constitute a default (with or without notice or lapse of time or both), or give rise to any right of of, or result in, a termination, right of first refusal, amendment, revocation, cancellation or acceleration, or loss of material benefit, or to increased, guaranteed, accelerated or additional rights or entitlements of any person person, or result in the creation of any Lien on any asset or in or upon any property of Buyer under Parent or Seller under, any Contracts Contract or Permit, Permit to which Buyer Parent or any other Purchasing Company Seller is a party, except for any such conflict, violation, breach, default, loss or loss, right, entitlement or Lien which, individually or in the aggregate, could not reasonably be expected to result in have a Buyer Business Material Adverse Effect Effect, or (iii) conflict with or result in a violation of, or give rise to the loss of a material benefit benefit, or result in the creation of any Lien on any asset or any property of Buyer the Parent or Seller under, any judgment, order, decree, writ, injunction, statute, law, ordinance, rule or regulation applicable to Buyer Parent or Seller or to the property or assets of BuyerParent or Seller, except for any such conflict, violation, loss or Lien which, individually or in the aggregate, could not reasonably be expected to have a Buyer Business Material Adverse Effect. (b) Except as set forth on Schedule 6.25.2, no consent, approval, license, permitPermit, order or order, authorization of, registration, declaration or filing with, or notice to, any domestic or foreign court, administrative or regulatory agency or commission or other governmental authority or instrumentality (whether local, municipal, provincial, Federal or otherwise) (each, a "Governmental Entity Entity") is required to be obtained or made by or with respect to Buyer Parent or Seller in connection with the execution and delivery of the Transaction Agreements or the consummation of the transactions contemplated therebythereby or compliance with the terms thereof, other than (i) the filing by Parent with the SEC of an information statement relating to the Parent Stockholder Consent (the "Parent Information Statement"), and (ii) such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made could not reasonably be expected to haveexpected, individually or in the aggregate, to have a Buyer Business Material Adverse Effect.