Common use of No Violation; Consents Clause in Contracts

No Violation; Consents. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby will not (with or without the giving of notice or the lapse of time, or both) (i) violate any provision of the charter or bylaws of Seller, (ii) except with respect to notices and consents required to be given by Seller to any Accreditation Body or Governmental Authority in connection with the sale and change of ownership of the Purchased Assets and the Business, violate or require any consent, authorization or approval of, or exemption by, or filing under any provision of any law, statute, rule or regulation to which Seller, the Business or the Purchased Assets are subject, (iii) violate any judgment, order, writ or decree of any court applicable to Seller, the Business or the Purchased Assets, (iv) except with respect to agreements with Seller's lender and except as identified on Schedule 2.1.4, conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any agreement, Contract, commitment, lease or other instrument, document or undertaking to which Seller is a party or any of the Purchased Assets is bound or (v) result in the creation or imposition of any Encumbrances upon the Purchased Assets.

No Violation; Consents. The execution(a) Neither the execution and delivery by Seller, delivery and performance by Seller the Company or any of their Subsidiaries of this Agreement and the Ancillary Agreements to which it is a partyor any Related Agreement, and nor the consummation of the transactions contemplated hereby and or thereby will not (by Seller, the Company or any such Subsidiary, nor compliance with any of the provisions hereof or without thereof by Seller, the giving of notice Company or the lapse of timeany such Subsidiary, or both) will: (i) violate violate, conflict with or result in a breach of any provision of the Charter Documents or the comparable charter documents of Seller or bylaws of Seller, any such Subsidiary; (ii) except with respect to notices and consents required to be given by Seller to violate , in any Accreditation Body material respect, any Order or Governmental Authority in connection with the sale and change of ownership of the Purchased Assets and the Business, violate or require any consent, authorization or approval of, or exemption by, or filing under any provision of any law, statute, rule or regulation to which Seller, the Business or the Purchased Assets are subject, (iii) violate any judgment, order, writ or decree of any court Law applicable to Seller, the Business Company or the Purchased Assets, any such Subsidiary; (iviii) except with respect to agreements with Seller's lender and except as identified for those Material Agreements (defined in Section 3.19) set forth on Schedule 2.1.43.4(a) pursuant to which the consent of a party other than Seller, the Company or any of their Subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, conflict with, result in a breach of, constitute a default under, or accelerate or permit result in the acceleration of or material modification of, create for any party the performance required byright to accelerate, terminate, materially modify or cancel, or require any consent, authorization or approval notice under any agreement, Contract, commitment, lease Material Agreement or other instrument, document or undertaking Governmental Authorization to which Seller Seller, the Company or any such Subsidiary is a party or by which Seller, the Company or any of the Purchased Assets such Subsidiary is bound or to which its or their assets are subject; or (viv) result in the creation or imposition of any Encumbrances upon Lien on the Purchased AssetsCompany’s assets.

No Violation; Consents. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which it Seller is a party, and the consummation of the transactions contemplated hereby and thereby will not (with or without the giving of notice or the lapse of time, or both) (i) violate any provision of the charter or bylaws of Seller, ; (ii) except with respect to notices and consents (if any) required to be given by Seller to any Accreditation Body or Governmental Authority in connection with the sale and change of ownership of the Purchased Assets and the Business, violate or require any consent, authorization or approval of, or exemption by, or filing under any provision of any law, statute, rule or regulation to which Seller, the Business or the Purchased Assets are subject, ; (iii) violate any judgment, order, writ or decree of any court applicable to Seller, the Business or the Purchased Assets, ; (iv) except with respect to agreements with Seller's lender and except as identified on Schedule 2.1.42.1.34, conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any agreement, Contract, commitment, lease contract or other instrument, document or undertaking to which Seller is a party or any of the Purchased Assets is bound or (v) result in the creation or imposition of any Encumbrances upon the Purchased Assets.

No Violation; Consents. The execution, delivery and performance by Seller of this Agreement Agreement, the Other Agreements and the Ancillary Agreements to which it is a partyParty, and the consummation of the transactions contemplated hereby and thereby will not (with or without the giving of notice or the lapse of time, or both) (i) violate any provision of the charter or bylaws of Seller, (ii) except with respect to notices and consents required to be given by Seller and which Seller shall give on or prior to the Closing Date to any Accreditation Body or Governmental Authority in connection with the sale and change of ownership or operation of the Purchased Assets Assets, Facilities and the Business, violate or require any consent, authorization or approval of, or exemption by, or filing under any provision of any law, statute, rule Contract or regulation to which Seller, the Business or the Purchased Assets are subjectLegal Requirements, (iii) violate any judgment, order, writ or decree of any court applicable to Seller, the Business or the Purchased Assets, (iv) except with respect to agreements with Seller's lender and except as identified on Schedule 2.1.46.3.1, conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any agreement, Contract, commitment, lease or other instrument, document or undertaking to which Seller is a party or to which any of the Purchased Assets is bound or (v) result in the creation or imposition impression of any Encumbrances upon the Purchased Assets.

No Violation; Consents. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which it each Seller is a party, and the consummation of the transactions contemplated hereby and thereby will not (with or without the giving of notice or the lapse of time, or both) (i) violate any provision of the charter or bylaws of to Seller's Knowledge, (ii) except with respect to notices and consents (if any) required to be given by either Seller to any Accreditation Body or Governmental Authority in connection with the sale and change of ownership of the Purchased Assets and the Business, violate or require any consent, authorization or approval of, or exemption by, or filing under any provision of any law, statute, rule or regulation to which Seller, the Business or the Purchased Assets are subject, ; (iiiii) violate any judgment, order, writ or decree of any court applicable to Seller, the Business or the Purchased Assets, ; (iviii) except with respect to agreements with Seller's lender and except as identified on Schedule 2.1.42.1.3, conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any agreement, Contract, commitment, lease contract or other instrument, document or undertaking to which Seller is a [The remainder of this page is intentionally left blank] party or any of the Purchased Assets is bound bound; or (viv) result in the creation or imposition of any Encumbrances upon the Purchased Assets.

No Violation; Consents. The executionExcept as set forth on Schedule 2.4, the execution and delivery and performance by Seller of this Agreement and by Sellers, the Ancillary Agreements to which it is a party, performance by Sellers of the obligations hereunder and the consummation by Sellers of the transactions contemplated hereby and thereby by this Agreement will not (i) contravene any provision of the articles of incorporation or bylaws of the Company or the governing documents of the Partnership, (ii) violate or conflict with any law, statute, ordinance, rule, regulation, decree, writ, injunction, judgment or without order of any governmental authority or of any arbitration award which is either applicable to, binding upon or enforceable against the Company or any Seller, (iii) conflict with, result in any breach of, or constitute a default (or an event which would, with the passage of time or the giving of notice or the lapse of timeboth, constitute a default) under, or both) (i) violate give rise to a right to terminate, amend, modify, abandon or accelerate, any provision of contract which is applicable to, binding upon or enforceable against the charter Company or bylaws of any Seller, (ii) except with respect to notices and consents required to be given by Seller to any Accreditation Body or Governmental Authority in connection with the sale and change of ownership of the Purchased Assets and the Business, violate or require any consent, authorization or approval of, or exemption by, or filing under any provision of any law, statute, rule or regulation to which Seller, the Business or the Purchased Assets are subject, (iii) violate any judgment, order, writ or decree of any court applicable to Seller, the Business or the Purchased Assets, (iv) except with respect to agreements with Seller's lender and except as identified on Schedule 2.1.4, conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any agreement, Contract, commitment, lease or other instrument, document or undertaking to which Seller is a party or any of the Purchased Assets is bound or (v) result in the creation or imposition of any Encumbrances lien upon or with respect to any of the Purchased Assetsproperty or assets of the Company, or (v) require the consent, approval, authorization or permit of, or filing with or notification to, any governmental authority, any court or tribunal or any other person, except any applicable filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"), and any filings with the Securities and Exchange Commission (the "SEC") and other filings required to be made by Buyer.

No Violation; Consents. The Except as set forth in Schedule 6.3 hereto, the execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which it Seller is a party, and the consummation of the transactions contemplated hereby and thereby will not (with or without the giving of notice or the lapse of time, or both) (i) violate any provision of the charter or of bylaws of Seller, (ii) except with respect to notices and consents required to be given by Seller to any Accreditation Body or Governmental Authority in connection with the sale and change of ownership of the Purchased Assets and the Businessviolate, violate or require any consent, authorization or approval of, or exemption by, or filing under any provision of any law, statute, rule or regulation to which Seller, the Business business or the Purchased Assets are subject, (iii) violate any judgment, order, writ or decree of any court applicable to Seller, the Business or the Purchased Assets, (iv) except with respect to agreements with Seller's lender and except as identified on Schedule 2.1.4, conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any agreementcontract, Contract, commitment, lease agreement or other instrument, document or undertaking instrument to which Seller is a party or the Business and/or any of the Purchased Assets is bound or (v) result in the creation or imposition of any Encumbrances Encumbrance upon the Business and/or the Purchased Assets, which violation, conflict, breach, default, acceleration or Encumbrance, or the failure to make or obtain such filing, consent, authorization or approval, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Purchased Assets or the results of the Business or prevent or delay the consummation of the transactions contemplated by this Agreement."

No Violation; Consents. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which it is a party, and the consummation of the transactions contemplated hereby and thereby will not (with or without the giving of notice or the lapse of time, or both) (i) violate any provision of the charter or bylaws of Seller, (ii) except with respect to notices and consents required to be given by Seller to any Accreditation Body or Governmental Authority in connection with the sale and change of ownership of the Purchased Assets and the Business, violate or require any consent, authorization or approval of, or exemption by, or filing under any provision of any law, statute, rule or regulation to which Seller, the Business or the Purchased Assets are subject, (iii) violate any judgment, order, writ or decree of any court applicable to Seller, the Business or the Purchased Assets, (iv) except with respect to agreements with Seller's lender and except as identified on Schedule 2.1.42.1.3, conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any agreement, Contract, commitment, lease or other instrument, document or undertaking to which Seller is a party or any of the Purchased Assets is bound or (v) result in the creation or imposition of any Encumbrances upon the Purchased Assets.

No Violation; Consents. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which it Seller is a party, and the consummation of the transactions contemplated hereby and thereby will not (with or without the giving of notice or the lapse of time, or both) (i) with respect to Seller, violate any provision of the charter or bylaws of Seller, ; (ii) except with respect to notices and consents (if any) required to be given by either Seller to any Accreditation Body or Governmental Authority in connection with the sale and change of ownership of the Purchased Assets and the Business, violate or require any consent, authorization or approval of, or exemption by, or filing under any provision of any law, statute, rule or regulation to which either Seller, the Business or the Purchased Assets are subject, ; (iii) violate any judgment, order, writ or decree of any court applicable to either Seller, the Business or the Purchased Assets, ; (iv) except with respect to agreements with Seller's lender and except as identified on Schedule 2.1.42.1.3, conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any agreement, Contract, commitment, lease Contract or other instrument, document or undertaking to which either Seller is a party or any of the Purchased Assets is bound or (v) result in the creation or imposition of any Encumbrances upon the Purchased Assets.

No Violation; Consents. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which it is a partyAgreements, and the consummation of the transactions contemplated hereby and thereby will not (with or without the giving of notice or the lapse of time, or both) (i) violate any provision of the charter or bylaws operating agreement of Seller, (ii) except with respect to notices and consents required to be given by Seller to any Accreditation Body or Governmental Authority in connection with the sale and change of ownership of the Purchased Assets and the Businessviolate, violate or require any consent, authorization or approval of, or exemption by, or filing under any provision of any law, statute, rule or regulation to which Seller, the Business or the Purchased Assets are subject, (iii) violate any judgment, order, writ or decree of any court applicable to Seller, the Business or the Purchased Assets, (iv) except with respect to agreements with Seller's lender and except as identified on Schedule 2.1.4, conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any agreementcontract, Contract, commitment, lease agreement or other instrument, document or undertaking instrument to which Seller is a party or any of the Purchased Assets is bound other than those consents, authorizations and approvals that have been or will be obtained prior to the Closing Date or (v) result in the creation or imposition of any Encumbrances Encumbrance upon the Purchased Assets, which violation, conflict, breach, default, acceleration or Encumbrance, or the failure to make or obtain such filing, consent, authorization or approval, with respect to the matters specified in clauses (ii) through (v) could, individually or in the aggregate, reasonably be expected to have a material adverse effect on any of the Purchased Assets or prevent or delay the consummation of the transactions contemplated by this Agreement.

No Violation; Consents. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it each Seller is a party, and the consummation of the transactions contemplated hereby and thereby will not (with or without the giving of notice or the lapse of time, or both) (i) with respect to HHC, violate any provision of the charter or bylaws of Seller, HHC; (ii) except with respect to notices and consents (if any) required to be given by either Seller to any Accreditation Body or Governmental Authority in connection with the sale and change of ownership of the Purchased Assets and the Business, violate or require any consent, authorization or approval of, or exemption by, or filing under any provision of any law, statute, rule or regulation to which either Seller, the Business or the Purchased Assets are subject, ; (iii) violate any judgment, order, writ or decree of any court applicable to either Seller, the Business or the Purchased Assets, ; (iv) except with respect to agreements with Seller's lender and except as identified on Schedule 2.1.42.1.3, conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any agreement, Contract, commitment, lease contract or other instrument, document or undertaking to which either Seller is a party or any of the Purchased Assets is bound or (v) result in the creation or imposition of any Encumbrances upon the Purchased Assets.

No Violation; Consents. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which it Seller is a party, and the consummation of the transactions contemplated hereby and thereby will not (with or without the giving of notice or the lapse of time, or both) (i) violate any provision of the charter or bylaws of Seller, ; (ii) except with respect to notices and consents (if any) required to be given by Seller to any Accreditation Body or Governmental Authority in connection with the sale and change of ownership of the Purchased Assets and the Business, violate or require any consent, authorization or approval of, or exemption by, or filing under any provision of any law, statute, rule or regulation to which Seller, the Business or the Purchased Assets are subject, ; (iii) violate any judgment, order, writ or decree of any court applicable to Seller, the Business or the Purchased Assets, ; (iv) except with respect to agreements with Seller's lender and except as identified on Schedule SCHEDULE 2.1.4, conflict with, result in a breach of, constitute a default underunder (or a default that might, with the passage of time or the giving of notice or both, constitute a default), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any agreement, Contract, commitment, lease contract or other instrument, document or undertaking to which Seller is a party or any of the Purchased Assets is bound or (v) result in the creation or imposition of any Encumbrances upon the Purchased Assets.

No Violation; Consents. The Neither the execution, delivery and or performance by Seller of this Agreement and the Ancillary Agreements to which it is a party, and by Buyer nor the consummation by Buyer of the transactions contemplated hereby and thereby will not (with or without the giving of notice or the lapse of time, or both) (i) conflict with or violate any provision of the charter or bylaws Restated Certificate of SellerIncorporation, as amended from time to time, of Buyer; (ii) except conflict with respect to notices and consents required to be given by Seller to any Accreditation Body or Governmental Authority result in connection with the sale and change of ownership of the Purchased Assets and the Business, violate a violation or require any consent, authorization or approval breach of, or exemption byconstitute (with or without due notice or lapse of time or both) a default (or give rise to any right of notice, modification, payment, termination, cancellation or filing under acceleration) under, any provision of the terms, conditions or provisions of any lawmaterial note, statutebond, rule mortgage, indenture, lease, license, permit, contract, agreement or regulation other instrument, obligation, arrangement or understanding to which Seller, the Business Buyer is a party or the Purchased Assets are subject, by which it or any of its properties or assets may be bound; (iii) violate any judgment, order, writ or decree of any court Law applicable to Seller, the Business Buyer or the Purchased Assets, any of its properties or assets or (iv) except with respect to agreements with Seller's lender and except as identified require on Schedule 2.1.4, conflict the part of Buyer any material filing or registration with, result in a breach notification to, or authorization, consent or approval of, constitute a default underany Governmental Authority, except in the case of clause (ii) or (iv) for such violations, breaches or defaults which, or accelerate filings, registrations, notifications, authorizations, consents or permit approvals the acceleration failure of which to obtain would prevent Buyer from consummating the performance required by, or require any consent, authorization or approval under any agreement, Contract, commitment, lease or other instrument, document or undertaking to which Seller is a party or any of the Purchased Assets is bound or (v) result in the creation or imposition of any Encumbrances upon the Purchased Assetstransactions contemplated by this Agreement.

No Violation; Consents. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which it is a partyAgreements, and the consummation of the transactions contemplated hereby and thereby will not (with or without the giving of notice or the lapse of time, or both) (i) violate any provision of the charter articles of incorporation or bylaws of Seller, (ii) except with respect to notices and consents required to be given by Seller to any Accreditation Body or Governmental Authority in connection with the sale and change of ownership of the Purchased Assets and the Business, violate or require any consent, authorization or approval of, or exemption by, or filing under any provision of any law, statute, rule or regulation to which Seller, the Business or the Purchased Assets are subject, (iii) violate any judgment, order, writ or decree of any court applicable to Seller, the Business or the Purchased Assets, (iv) except with respect to agreements with Seller's lender and except as identified on set forth in Schedule 2.1.46.3, conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any agreement, Contractcontract, commitment, lease or other instrument, document or undertaking to which Seller is a party or any of the Purchased Assets is bound bound, including any contract or agreement with any customer of the Business or (v) result in the creation or imposition of any Encumbrances Encumbrance upon any of the Purchased Assets.

No Violation; Consents. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which it is a partyAgreements, and the consummation of the transactions contemplated hereby and thereby Contemplated Transaction will not (with or without the giving of notice or the lapse of time, or both) (i) violate any provision of the charter certificate of incorporation, bylaws, certificate of formation, operating agreement or bylaws other equivalent organizational document of any Seller, (ii) violate or, except with respect to notices and consents as required to be given by Seller to any Accreditation Body the HSR Act or Governmental Authority in connection with the sale and change of ownership of the Purchased Assets and the Businessapplicable bulk sales laws, violate or require any consent, authorization or approval of, or exemption by, or filing under any provision of any law, statute, rule or regulation to which any Seller, the Business or the Purchased Assets are subject, (iii) violate any judgment, order, writ or decree of any court applicable to any Seller, the Business or the Purchased Assets, (iv) except with respect to agreements with Seller's lender and except as identified on Schedule 2.1.4, conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any agreementcontract, Contract, commitment, lease agreement or other instrument, document or undertaking instrument to which Seller is a party or any of the Purchased Assets is bound or (v) result in the creation or imposition of any Encumbrances Encumbrance (other than a Permitted Encumbrance) upon the Purchased Assets, which violation, conflict, breach, default, acceleration or Encumbrance, or the failure to make or obtain such filing, consent, authorization or approval, with respect to the matters specified in clauses (ii) through (v) could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Violation; Consents. The executionExcept as set forth in Schedule 7.2 attached hereto, the execution and delivery and performance by Seller of this Agreement and the Ancillary Agreements to which it is a partyAgreement, and the consummation of the transactions contemplated hereby by this Agreement and thereby compliance with the provisions hereof do not and will not not: (a) conflict with or without violate any of the giving provisions of notice or the lapse any Seller's Articles of timeIncorporation, as amended, or both) any resolution of the Board of Directors of any Seller, (ib) violate any provision of the charter or bylaws of Seller, (ii) except with respect to notices and consents required to be given by Seller to any Accreditation Body or Governmental Authority in connection with the sale and change of ownership of the Purchased Assets and the Business, violate or require any consent, authorization or approval of, or exemption by, or filing under any provision of any law, statuteordinance, rule or regulation to which Seller, the Business or the Purchased Assets are subject, (iii) violate any judgment, order, writ writ, injunction or decree or similar command of any court court, administrative or governmental agency or other body applicable to any Seller, the any Assets, any Business or the Purchased Assetsany Liabilities, (ivc) except provided that the transactions contemplated hereby and (to the extent described in Sections 8.16 and 9.7) the Real Property Purchase Agreement are consummated, violate or conflict with respect to agreements with Seller's lender and except as identified on Schedule 2.1.4, conflict with, or result in a breach of, or constitute a default under, or accelerate an event giving rise to a right of termination of, any Contract (as defined in Section 7.10), any material instrument, agreement or permit the acceleration indenture or any mortgage, deed of trust or similar contract to which any of the performance required by, Sellers or require any consent, authorization or approval under any agreement, Contract, commitment, lease or other instrument, document or undertaking to which Seller of the Stockholders is a party or by which any of the Purchased Sellers, any of the Stockholders or any of the Assets is are bound or affected, (vd) result in the creation or imposition of any Encumbrances Encumbrance upon any of the Purchased Assets, or (e) except for the Articles of Transfer or as otherwise specifically contemplated by this Agreement, require the consent, authorization or approval of, or notice to, or filing or registration with, any governmental body or authority, or any other third party.