Common use of No Violation; Consents Clause in Contracts

No Violation; Consents. The execution and delivery of this Agreement (or any related instrument) by OpCo does not, and the consummation of the transaction contemplated hereby and the performance by OpCo of the obligations that it is obligated to perform hereunder do not and at the Closing will not: (a) violate any provision of the limited liability company agreement of OpCo; (b) violate, or result in the violation of or acceleration of, or entitle any party to accelerate any obligation or indebtedness under, or result in the imposition of any Lien upon the Assets, if any, pursuant to, any mortgage, lien, lease, franchise, license, permit, agreement or other instrument to which OpCo is a party, or by which OpCo is bound, and that could have a material adverse effect upon this transaction or the Parties; or (c) contravene or violate any municipal, state or federal ordinance, law, rule, regulation, judgment, order, writ, injunction, or decree in any material respect. No consent, approval, waiver or authorization is required to be obtained by OpCo from any Person in connection with the execution, delivery and performance by OpCo of this Agreement and the consummation of the transactions contemplated hereby.

No Violation; Consents. The execution and delivery of this Agreement (or any related instrumentinstrument or agreement) by OpCo Landmark does not, and the consummation of the transaction transactions contemplated hereby and the performance by OpCo Landmark of the obligations that it is obligated to perform hereunder do not and at the Closing will not: (a) violate any provision of the limited liability company agreement organizational documents of OpCoLandmark; (b) violate, or result in the violation of or acceleration of, or entitle any party to accelerate any obligation or indebtedness under, or result in the imposition of any Lien upon the Assets, if any, any Asset pursuant to, any mortgage, lien, lease, franchise, license, permit, agreement or other instrument to which OpCo Landmark is a party, or by which OpCo Landmark is bound, and that could have a material adverse effect upon this transaction or the Parties; or (c) contravene or violate any municipal, state or federal ordinance, law, rule, regulation, judgment, order, writ, injunction, or decree in any material respect. No Except as set forth on Schedule 3.3, no consent, approval, waiver or authorization is required to be obtained by OpCo Landmark from any Person in connection with the execution, delivery and performance by OpCo Landmark of this Agreement and the consummation of the transactions contemplated hereby.

No Violation; Consents. The execution and delivery of this Agreement (or any related instrument) by OpCo the Partnership does not, and the consummation of the transaction contemplated hereby and the performance by OpCo the Partnership of the obligations that it is obligated to perform hereunder do not and at the Closing will not: (a) violate any provision of the limited liability company partnership agreement of OpCothe Partnership; (b) violate, or result in the violation of or acceleration of, or entitle any party to accelerate any obligation or indebtedness under, or result in the imposition of any Lien upon the Assetsany Asset, if any, pursuant to, any mortgage, lien, lease, franchise, license, permit, agreement or other instrument to which OpCo the Partnership is a party, or by which OpCo the Partnership is bound, and that could have a material adverse effect upon this transaction or the Parties; or (c) contravene or violate any municipal, state or federal ordinance, law, rule, regulation, judgment, order, writ, injunction, or decree in any material respect. No consent, approval, waiver or authorization is required to be obtained by OpCo the Partnership from any Person in connection with the execution, delivery and performance by OpCo the Partnership of this Agreement and the consummation of the transactions contemplated hereby.

No Violation; Consents. The execution and delivery of this Agreement (or any related instrument) by OpCo does and the other Transaction Documents to which it is a party do not, and the consummation of the transaction transactions contemplated hereby and thereby in compliance with the performance by OpCo of the obligations that it is obligated to perform hereunder do not terms hereof and at the Closing thereof will not: (ai) assuming HSR Approval has been obtained, violate any provision of Governmental Rule applicable to Seller or the limited liability company agreement of OpCoTransferred Assets; (bii) violate, or result in the violation creation or imposition of any Encumbrance upon, any Transferred Asset; (iii) require any approval, authorization, consent, license, exemption, filing or acceleration registration with any Person; (iv) conflict with or violate any provisions of the charter, bylaws or other organizational documents of Seller; (v) result in the breach of, or entitle a default under any party to accelerate any obligation or indebtedness under, or result in the imposition of any Lien upon the Assets, if any, pursuant to, any mortgage, lien, lease, franchise, license, permit, agreement or other instrument Contract to which OpCo Seller is a party, or by which OpCo is bound(vi) result in the breach of, and that could have or a material adverse effect upon this transaction or the Parties; or (c) contravene or violate default under any municipal, state or federal ordinance, law, rule, regulation, judgment, order, writ, injunction, judgment or decree to which Seller is bound or subject, except in any material respect. No consentthe case of clause (v) for such breaches or defaults, approvalwhich would not have, waiver individually or authorization is required in the aggregate, a Material Adverse Effect or which would not materially delay or impair the ability of Seller to be obtained by OpCo from any Person in connection with the execution, delivery and performance by OpCo of this Agreement and the consummation of consummate the transactions contemplated herebyby this Agreement or the other Transaction Documents by the Outside Date or to perform their obligations hereunder or thereunder.

No Violation; Consents. The execution and delivery of this Agreement (or any related instrumentinstrument or agreement) by OpCo each Seller does not, and the consummation of the transaction transactions contemplated hereby and the performance by OpCo each Seller of the obligations that it is obligated to perform hereunder do not and at the Closing will not: (a) violate any provision of the limited liability company agreement organizational documents of OpCoLD 13; (b) violate, or result in the violation of or acceleration of, or entitle any party to accelerate any obligation or indebtedness under, or result in the imposition of any Lien upon the Assets, if any, any Asset pursuant to, any mortgage, lien, lease, franchise, license, permit, agreement or other instrument to which OpCo each Seller is a party, or by which OpCo each Seller is bound, and that could have a material adverse effect upon this transaction or the Parties; or (c) contravene or violate any municipal, state state, federal or federal foreign ordinance, law, rule, regulation, judgment, order, writ, injunction, or decree in any material respect. No Except as set forth on Schedule 3.3, no consent, approval, waiver or authorization is required to be obtained by OpCo either Seller from any Person in connection with the execution, delivery and performance by OpCo either Seller of this Agreement and the consummation of the transactions contemplated hereby.

No Violation; Consents. The execution and delivery of this Agreement (or any related instrumentinstrument or agreement) by OpCo each Seller does not, and the consummation of the transaction transactions contemplated hereby and the performance by OpCo each Seller of the obligations that it is obligated to perform hereunder do not and at the Closing will not: (a) violate any provision of the limited liability company agreement organizational documents of OpCoLD 13; (b) violate, or result in the violation of or acceleration of, or entitle any party to accelerate any obligation or indebtedness under, or result in the imposition of any Lien upon the Assets, if anyany Asset, pursuant to, any mortgage, lien, lease, franchise, license, permit, agreement or other instrument to which OpCo each Seller is a party, or by which OpCo each Seller is bound, and that could have a material adverse effect upon this transaction or the Parties; or (c) contravene or violate any municipal, state or federal ordinance, law, rule, regulation, judgment, order, writ, injunction, or decree in any material respect. No Except as set forth on Schedule 3.3, no consent, approval, waiver or authorization is required to be obtained by OpCo either Seller from any Person in connection with the execution, delivery and performance by OpCo either Seller of this Agreement and the consummation of the transactions contemplated hereby.