Common use of No Violations; No Consents or Approvals Required Clause in Contracts

No Violations; No Consents or Approvals Required. Neither the execution and delivery of this Agreement or the Buyer Agreements nor the consummation of the transactions contemplated hereby or thereby will (a) conflict with or violate any provision of the Certificate of Incorporation or By-Laws of Buyer, (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Buyer or by which any of its properties or assets are bound or affected or (c) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or accelerate the performance required by or maturity of, or result in the creation of, any security interest, lien, charge or encumbrance on any of its assets or properties pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, permit, license, franchise agreement, lease, contract, or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets is bound or affected, except, in the case of (c) above, for such conflicts, violations, breaches, defaults, terminations, cancellations and accelerations which in the aggregate will not have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement and the Buyer Agreements. Except for applicable requirements, if any, of the HSR Act, which filings, waivers or consents have been made or obtained on or prior to the date hereof and will be made or obtained on or prior to the Closing Date, no notice, declaration, report or other filing or registration with, and no waiver, consent, approval or authorization of, any governmental or regulatory authority or instrumentality or any other person is required to be submitted, made or obtained by Buyer in connection with the execution, delivery or performance of this Agreement or the Buyer agreements and the consummation of the transactions contemplated hereby or thereby. In accordance with the terms of the FTC Interim Agreement, Buyer is permitted to consummate the transactions contemplated hereby.

No Violations; No Consents or Approvals Required. Neither the execution and delivery of this Agreement or the Buyer Agreements nor the consummation of the transactions trans actions contemplated hereby or thereby will (a) conflict with or violate any provision of the Certificate of Incorporation or By-Laws of Buyer, (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Buyer or by which any of its properties or assets are bound or affected or (c) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or accelerate the performance required by or maturity of, or result in the creation of, any security interest, lien, charge or encumbrance on any of its assets or properties pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, permit, license, franchise agreement, lease, contract, or other instrument or obligation to which Buyer is a party or by which Buyer or any of its properties or assets is bound or affected, except, in the case of (b) and (c) above, for such conflicts, violations, breaches, defaults, terminations, cancellations and accelerations which in the aggregate will not have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement and the Buyer Agreements. Except for applicable requirements, if any, of the HSR Act, which filings, waivers or consents have been made or obtained on or prior to the date hereof and will be made or obtained on or prior to the Closing Date, no notice, declaration, report or other filing or registration with, and no waiver, consent, approval or authorization of, any governmental or regulatory authority or instrumentality or any other person is required to be submitted, made or obtained by Buyer in connection with the execution, delivery or performance of this Agreement or the Buyer agreements Agreements and the consummation of the transactions contemplated hereby or thereby. In accordance with the terms of the FTC Interim Agreement, Buyer is permitted to consummate the transactions contemplated hereby.

No Violations; No Consents or Approvals Required. Neither Except as set forth in Schedule 3.3, neither the execution and delivery of this Agreement or the Buyer Seller Agreements nor the consummation of the transactions contemplated hereby or thereby will (a) conflict with or violate any provision of the Articles or Certificate of Incorporation or By-Laws of Buyerany Seller, (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Buyer the Business or by which any Seller or any of its properties or assets the Assets are bound or affected or (c) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or accelerate the performance required by or maturity of, or result in the creation of, of any security interest, lien, charge or encumbrance on any of its assets or properties the Assets pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, permit, license, franchise agreementfranchise, lease, contract, or other instrument or obligation to which Buyer any of the Sellers is a party or by which Buyer or any of its properties or assets is bound or affectedthe Assets are bound, except, in the case of (c) above, for such conflicts, violations, breaches, defaults, terminations, cancellations and accelerations which that in the aggregate will not have a material adverse effect on the ability of Buyer to consummate Assets or the transactions contemplated by this Agreement and the Buyer AgreementsBusiness. Except for applicable requirements, if any, of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), or as set forth in Schedule 3.3, which filings, waivers or consents have been made or obtained on or prior to the date hereof and will be be, made or obtained on or prior to the Closing Date, no notice, declaration, report or other filing or registration with, and no waiver, consent, approval or authorization of, any governmental or regulatory authority or instrumentality or any other person is required to be submitted, made or obtained by Buyer any of the Sellers in connection with the execution, delivery or performance of this Agreement or the Buyer agreements Seller Agreements and the consummation of the transactions contemplated hereby or thereby. In accordance The consummation of the transactions contemplated hereby is permitted by and consistent with the terms of the FTC Interim Agreement, Buyer is permitted to consummate the transactions contemplated hereby.

No Violations; No Consents or Approvals Required. Neither the execution and delivery of this Agreement or the Buyer Purchaser Agreements nor the consummation of the transactions contemplated hereby or thereby will (ai) conflict with or violate any provision of the Certificate of Incorporation or By-Laws of BuyerPurchaser, (bii) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Buyer Purchaser or by which any of its properties or assets are bound or affected or (ciii) conflict with or result in any breach of or constitute a default (or an event which with will notice or lapse of time or both would become a default) under, or give to others any rights of or termination or cancellation of, or accelerate the performance required by or maturity of, or result in the creation of, any security interest, lien, charge or encumbrance on any of its assets or properties pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, permit, license, franchise agreement, lease, contract, or other instrument or obligation to which Buyer Purchaser is a party or by which Buyer Purchaser or any of its properties or assets is bound or affected, except, in the case of (cii) and (iii) above, for such conflicts, violations, breaches, defaults, terminations, cancellations and accelerations which in the aggregate will not have a material adverse effect on the ability of Buyer Purchaser to consummate the transactions contemplated by this Agreement and the Buyer Purchaser Agreements. Except for applicable requirements, if any, of the HSR Act, which filings, waivers or consents have been made or obtained on or prior to the date hereof and will be made or obtained on or prior to the Closing Date, no No notice, declaration, report or other filing or registration with, and no waiver, consent, approval or authorization of, any governmental or regulatory authority or instrumentality or any other person is required to be submitted, made or obtained by Buyer Purchaser in connection with the execution, delivery or performance of this Agreement or the Buyer agreements Purchaser Agreements and the consummation of the transactions contemplated hereby or thereby. In accordance with the terms of the FTC Interim Agreement, Buyer is permitted to consummate the transactions contemplated hereby.

No Violations; No Consents or Approvals Required. Neither Except as set forth in Schedule 3.3, neither the execution and delivery of this Agreement or the Buyer Seller Agreements nor the consummation of the transactions contemplated hereby or thereby will (a) conflict with or violate any provision of the Articles or Certificate of Incorporation or By-Laws of Buyerany Seller, (b) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Buyer the Business or by which any Seller or any of its properties or assets the Assets are bound or affected or (c) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or accelerate the performance required by or maturity of, or result in the creation of, of any security interest, lien, charge or encumbrance on any of its assets or properties the Assets pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, permit, license, franchise agreementfranchise, lease, contract, or other instrument or obligation to which Buyer any of the Sellers is a party or by which Buyer or any of its properties or assets is bound or affectedthe Assets are bound, except, in the case of (c) above, for such conflicts, violations, breaches, defaults, terminations, cancellations and accelerations which that in the aggregate will not have a material adverse effect on the ability of Buyer to consummate Assets or the transactions contemplated by this Agreement and the Buyer AgreementsBusiness. Except for applicable requirements, if any, of the HSR ActHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xx xx set forth in Schedule 3.3, which filings, waivers or consents have been made or obtained on or prior to the date hereof and will be be, made or obtained on or prior to the Closing Date, no notice, declaration, report or other filing or registration with, and no waiver, consent, approval or authorization of, any governmental or regulatory authority or instrumentality or any other person is required to be submitted, made or obtained by Buyer any of the Sellers in connection with the execution, delivery or performance of this Agreement or the Buyer agreements Seller Agreements and the consummation of the transactions contemplated hereby or thereby. In accordance The consummation of the transactions contemplated hereby is permitted by and consistent with the terms of the FTC Interim Agreement, Buyer is permitted to consummate the transactions contemplated hereby.

No Violations; No Consents or Approvals Required. Neither Except as set forth in the Disclosure Letter attached hereto (the "Disclosure Letter"), neither the execution and delivery of this Agreement or the Buyer Seller Agreements nor the consummation of the transactions contemplated hereby or thereby will (ai) conflict with or violate any provision of the Certificate Articles of Incorporation or By-Laws of BuyerSeller, (bii) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Buyer Seller's business or by which any of its properties or assets are bound or affected or (ciii) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or accelerate the performance required by or maturity of, or result in the creation of, of any security interest, lien, charge or encumbrance on any of its assets assets, equipment leases or properties facilities leases pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, permit, license, franchise agreementfranchise, lease, material contract, or other material instrument or obligation to which Buyer Seller is a party or by which Buyer or any of its properties or assets is bound or affected, except, in the case of (cii) and (iii) above, for such conflicts, violations, breaches, defaults, terminations, cancellations and accelerations which in the aggregate will not have a material adverse effect on Seller's business, operations or financial results, and, in the ability case of Buyer to consummate the transactions contemplated (iii) above, such liens, charges or encumbrances permitted by this Agreement and the Buyer AgreementsSection 2.5 hereof. Except for applicable requirements, if any, of the HSR Act, which filings, waivers or consents have been made or obtained on or prior to the date hereof and will be made or obtained on or prior to the Closing Dateas set forth in Schedule 2.3, no notice, declaration, report or other filing or registration with, and no waiver, consent, approval or authorization of, any governmental or regulatory authority or instrumentality or any other person is required to be submitted, made or obtained by Buyer Seller in connection with the execution, delivery or performance of this Agreement or the Buyer agreements Seller Agreements and the consummation of the transactions contemplated hereby or thereby. In accordance with the terms Seller represents that, as of the FTC Interim Closing, it will have obtained all third party consents required for its execution, delivery and performance of this Agreement, Buyer is permitted to consummate the transactions contemplated herebyFacility Sublease, the Equipment Lease Assignment, the Security Agreement and the MSA.

No Violations; No Consents or Approvals Required. Neither Except as set forth in Schedule 4.3 of the Disclosure Schedules, ------------ neither the execution and delivery of this Agreement or the Buyer Seller Agreements nor the consummation of the transactions contemplated hereby or thereby will (ai) conflict with or violate any provision of the Certificate certificate of Incorporation incorporation or Byby-Laws laws, each as amended, of BuyerSeller or XX0.xxx, (bii) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Buyer Seller, XX0.xxx or the Purchased Business or by which Seller, XX0.xxx or any of its properties or assets the Transferred Assets are bound or affected or (ciii) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or accelerate the performance required by or maturity of, or result in the creation of, of any security interest, lien, charge or encumbrance on any of its assets the Transferred Assets or any assets, properties or other rights of Seller or XX0.xxx pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, permit, license, franchise agreementfranchise, lease, contract, or other instrument or obligation to which Buyer Seller or XX0.xxx is a party or by which Buyer or any of its properties or assets is bound or affectedparty, including, without limitation, the Contracts and the XX0.xxx Contracts (as defined in Section 4.10 hereof), except, in the case of (cii) and (iii) above, for such conflicts, violations, breaches, defaults, accelerations, terminations, cancellations cancellations, encumbrances, security interests, liens, or charges which do not and accelerations which in the aggregate will could not reasonably be expected to have a material adverse effect on the ability of Buyer Seller to consummate the transactions contemplated by this Agreement and the Buyer AgreementsSeller Agreements or a Material Adverse Effect. Except for applicable requirements, if any, of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), which filings, waivers or consents have been made or obtained on or prior to as set forth in Schedule 4.3 of the date hereof and will be made or obtained on or prior to the Closing Date--- ------------ Disclosure Schedules, no notice, declaration, report or other filing or registration with, and no waiver, consent, approval or authorization of, any governmental or regulatory authority or instrumentality or any other person is required to be submitted, made or obtained by Buyer Seller or XX0.xxx in connection with the execution, delivery or performance of this Agreement or the Buyer agreements Seller Agreements and the consummation of the transactions contemplated hereby or thereby. In accordance with , except where the terms failure to give notice, declare, report, file, or obtain any waiver, consent, approval or authorization does not and could not reasonably be expected to have a material adverse effect on the ability of the FTC Interim Agreement, Buyer is permitted parties hereto to consummate the transactions contemplated herebyby this Agreement or a Material Adverse Effect.