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

No Violation or Approval; Consents. Except as set forth in Schedule 4.3, neither the execution and delivery by such Seller of this Agreement nor the consummation by such Seller of the Contemplated Transactions will: 4.3.1. require the consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than required filings under the HSR Act and required approvals and filings under applicable foreign antitrust and competition laws and other than consents, waivers, approvals, orders, authorizations or filings that, if not obtained or made, would not reasonably be expected to prevent or materially impair or materially delay the ability of such Seller to consummate the Contemplated Transactions; 4.3.2. result in a breach, violation or termination of, or acceleration of obligations under, or default under, or require the consent of any third party under, or give rise to the imposition of a Lien (other than a Permitted Lien) on the Shares owned by such Seller under, any Contract to which such Seller is party or Governmental Order to which such Seller is subject, except for such breaches, violations, terminations, accelerations, defaults, consents or Liens as would not reasonably be expected to prevent or materially impair or materially delay the ability of such Seller to consummate the Contemplated Transactions; or 4.3.3. to the extent that such Seller is not a natural person, result in a breach or violation of, or default under, the Organizational Documents of such Seller.

No Violation or Approval; Consents. Except as set forth in Schedule 4.3, neither Neither the execution and delivery by such Seller the Buyer of this Agreement nor the consummation by such Seller the Buyer of the Contemplated Transactions will: 4.3.15.3.1. require the material consent, waiver, approval, order or authorization of, or material filing with, any Governmental Authority, other than required filings under the HSR Act and required approvals and filings under applicable foreign antitrust and competition laws and other than consents, waivers, approvals, orders, authorizations or filings required by Buyer’s Charter documents and lending agreements, as disclosed on Schedule 5.3, or that have been received or that, if not obtained or made, would not reasonably be expected to prevent or materially impair or materially delay the ability of such Seller the Buyer to consummate the Contemplated Transactions; 4.3.25.3.2. result in a material breach, violation or termination of, or acceleration of obligations under, or material default under, or require the consent of any third party under, or give rise to the imposition of a Lien (other than a Permitted Lien) on the Shares owned by such Seller under, any material Contract to which such Seller the Buyer is party or Governmental Order to which such Seller the Buyer is subject, except for such breaches, violations, terminations, accelerations, defaultsdefaults or consents that are disclosed on Schedule 5.3, consents that have been received or Liens as would not reasonably be expected to prevent or materially impair or materially delay the ability of such Seller Buyer to consummate the Contemplated Transactions; or 4.3.35.3.3. to the extent that such Seller is not a natural person, result in a material breach or violation of, or material default under, the Organizational Documents of such Sellerthe Buyer.

No Violation or Approval; Consents. Except as set forth in Schedule 4.3, neither Neither the execution and delivery by such Seller Prometheus of this Agreement or the Ancillary Agreements to which it is a party nor the consummation by such Seller of the Contemplated Transactions will: 4.3.1. (a) require the consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than (i) required filings under the HSR Act and required approvals and filings under applicable foreign antitrust and competition laws and other than (ii) consents, waivers, approvals, orders, authorizations or filings that, if not obtained or made, would not reasonably be expected to prevent or materially impair or materially delay the ability of such Seller Prometheus to consummate the Contemplated Transactions; 4.3.2. (b) result in a breach, violation or termination of, or acceleration of obligations under, or default underunder (or an event which, with notice or lapse of time or both, would constitute a default), or require the consent of any third party under, or give rise to the imposition of a Lien (other than a Permitted Lien) on the Shares owned by such Seller under, any Contract to which such Seller Prometheus is party or Governmental Order to which such Seller is subjectparty, except for such breaches, violations, terminations, accelerations, defaults, defaults or consents or Liens as would not reasonably be expected to prevent or materially impair or materially delay the ability of such Seller Prometheus to consummate the Contemplated Transactions; (c) result in a material violation of any Legal Requirement or Governmental Order to which Prometheus or any of its Affiliates is subject; or 4.3.3. to the extent that such Seller is not a natural person, (d) result in a material breach or violation of, or default under, of the Organizational Documents of such SellerPrometheus.

No Violation or Approval; Consents. Except as set forth in Schedule 4.3, neither Neither the execution and delivery by such Seller the Buyer of this Agreement or the Ancillary Agreements nor the consummation by such Seller of the Contemplated Transactions will: 4.3.1. (a) require the consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than (i) required filings under the HSR Act and required approvals and filings under applicable foreign antitrust and competition laws and other than (ii) consents, waivers, approvals, orders, authorizations or filings that, if not obtained or made, would not reasonably be expected to prevent or materially impair or materially delay the ability of such Seller the Buyer to consummate the Contemplated Transactions; 4.3.2. (b) result in a breach, violation or termination of, or acceleration of obligations under, or default underunder (or an event which, with notice or lapse of time or both, would constitute a default), or require the consent of any third party under, or give rise to the imposition of a Lien (other than a Permitted Lien) on the Shares owned by such Seller under, any Contract to which such Seller Buyer is party or Governmental Order to which such Seller is subjectparty, except for such breaches, violations, terminations, accelerations, defaults, defaults or consents or Liens as would not reasonably be expected to prevent or materially impair or materially delay the ability of such Seller the Buyer to consummate the Contemplated Transactions; (c) result in a material violation of any Legal Requirement or Governmental Order to which the Buyer or any of its Affiliates is subject; or 4.3.3. to the extent that such Seller is not a natural person, (d) result in a material breach or violation of, or default under, of the Organizational Documents of such SellerBuyer.