Common use of No Violation or Approval; Consents Clause in Contracts

No Violation or Approval; Consents. Except as set forth on Schedule 3.4 and assuming the taking of each action (including the obtaining of each necessary consent, authorization or approval) or the making of all necessary filings with Governmental Authorities as set forth on Schedule 3.4, neither the execution and delivery of this Agreement by the Company nor its consummation of the Contemplated Transactions in accordance with this Agreement will (whether by notice, lapse of time, or both): 3.4.1. require the consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than (a) required filings under the HSR Act or any other antitrust or competition Laws and (b) other consents, waivers, approvals, orders, authorizations or filings with, any Governmental Authority that, if not obtained or made would not have, or would not reasonably be expected to have a material impact on the operations of the Group Companies; 3.4.2. (a) result in a material breach, violation or termination of, or acceleration of rights or obligations under, or material default under, or require notice to or the consent of any third party under, any Material Contract, or (b) violate any Governmental Order to which any Group Company is subject, except, in the case of (b) as would not have, and would not reasonably be expected to have, a material impact on the operations of the Group Companies; 3.4.3. result in a violation in any material respect of any existing applicable Law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over the Group Companies; 3.4.4. result in the creation or imposition of any Lien (other than Permitted Liens) on any properties or assets of any Group Company; or 3.4.5. result in a breach or violation of, or default under, the Organizational Documents of any Group Company.

No Violation or Approval; Consents. Except as set forth on Schedule 3.4 and assuming the taking of each action (including the obtaining of each necessary consent, authorization or approval) or the making of all necessary filings with Governmental Authorities as set forth on Schedule 3.4, neither Neither the execution and delivery of this Agreement by the Company nor its consummation of the Contemplated Transactions in accordance with this Agreement will (whether by notice, lapse of time, or both):will: 3.4.1. except as set forth on Schedule 3.4.1, require the consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than (a) required filings under the HSR Act or any other antitrust or competition Act, (b) the required filings and approvals under the applicable Insurance Laws set forth on Schedule 3.4.1(b) and (bc) other consents, waivers, approvals, orders, authorizations or filings withthat, any Governmental Authority thatin each case, if not obtained or made made, would not have, have or would not reasonably be expected to have a material impact on the operations of the Group CompaniesMaterial Adverse Effect; 3.4.2. (a) except as set forth on Schedule 3.4.2 or as would not, and would not reasonably be expected to, have a Material Adverse Effect, result in (with or without due notice or lapse of time or both) a material breach, violation or termination of, or acceleration of rights or obligations under, or material default under, or require notice to or the consent of any third party under, any Material Contract, or (b) violate any Governmental Order give rise to which any Group Company is subject, except, in the case of (b) as would not have, and would not reasonably be expected to have, a material impact on the operations of the Group Companies; 3.4.3. result in a violation in any material respect of any existing applicable Law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over the Group Companies; 3.4.4. result in the creation or imposition of any a Lien (other than Permitted Liens) on any of the assets or properties of the Company or assets any of its Subsidiaries under, any Contract to which the Company or any of its Subsidiaries is party or Governmental Order, applicable Law or Privacy and Security Requirement to which any Group CompanyCompany is subject; or 3.4.53.4.3. result in a breach or violation of, or default under, the Organizational Documents of any Group Company.