Common use of Non Contravention and Consents Clause in Contracts

Non Contravention and Consents. (a) The execution and delivery of this Agreement and each other Ancillary Agreement by Buyer does not, and the performance of this Agreement and each other Ancillary Agreement by Buyer will not, (i) conflict with or violate Buyer’s Certificate of Incorporation or Bylaws, in each case as amended to date and currently in effect, or (ii) conflict with or violate any Applicable Laws or (iii) result in any breach or violation of or constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of Buyer under any material agreement to which Buyer or it Affiliates are a party, except in the case of clause (iii) where such violation, conflict or breach would not reasonably be expected (A) to have a Buyer Material Adverse Effect or (B) otherwise adversely affect Buyer’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. (b) No Consent under any agreement to which Buyer is a party is required to be obtained in connection with the execution, delivery or performance of this Agreement or any other Ancillary Agreement by Buyer or the consummation of the transactions contemplated hereby or thereby. (c) No Consent of any Governmental Entity is required to be obtained or made by Buyer in connection with the execution, delivery and performance of this Agreement or any other Ancillary Agreement by Buyer or the consummation of the transactions contemplated hereby or thereby.

Non Contravention and Consents. (a) The execution and delivery of this Agreement and each other Ancillary Agreement Transaction Document by Buyer Parent and Merger Sub does not, and the performance of this Agreement and each other Ancillary Agreement Transaction Document by Buyer Parent and Merger Sub will not, (i) conflict with or violate Buyerthe Parent’s Certificate of Incorporation or BylawsMerger Sub’s Constituent Documents, in each case as amended to date and currently in effect, or (ii) conflict with or violate any Applicable Laws or (iii) result in any breach or violation of or constitute a default (or any an event which, that with notice or lapse of time, time or both, both would constitute become a default) under, result in or impair the termination rights of Parent or a right Merger Sub or alter the rights or obligations of termination any third party under, or give to others any rights of termination, amendment, acceleration or cancellation under, accelerate the performance required byof, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon a Lien on any of the Parent’s or Merger Sub’s assets or properties or assets of Buyer under pursuant to, any material agreement obligation to which Buyer Parent or it Affiliates are Merger Sub is a party, except in the case of clause (iii) where such violation, conflict party or breach would not reasonably by which Parent or Merger Sub may be expected (A) to have a Buyer Material Adverse Effect or (B) otherwise adversely affect Buyer’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreementsbound. (b) No Except as set forth on Schedule 4.03(b), no Consent under any agreement to which Buyer Parent or Merger Sub is a party is required to be obtained in connection with the execution, delivery or performance of this Agreement or any other Ancillary Agreement Transaction Document by Buyer Parent or Merger Sub or the consummation of the transactions contemplated hereby or thereby. (c) No Except for the filing of the Merger Filings or as set forth on Schedule 4.03(c), no Consent of any Governmental Entity is required to be obtained or made by Buyer Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement or any other Ancillary Agreement Transaction Document by Buyer Parent or Merger Sub or the consummation of the transactions contemplated hereby or thereby.

Non Contravention and Consents. (a) The execution and delivery of this Agreement and each other Ancillary Agreement by to which Buyer is a party does not, and the performance of this Agreement and each other Ancillary Agreement by to which Buyer is a party will not, (i) conflict with or violate Buyer’s 's Certificate of Incorporation or Bylaws, in each case as amended to date and currently in effect, or (ii) conflict with or violate any Applicable Laws or (iii) result in any breach or violation of or constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the properties or assets of Buyer under any material agreement to which Buyer or it its Affiliates are a party, except in the case of clause (iii) where such violation, conflict or breach would not reasonably be expected (A) to have a Buyer Material Adverse Effect or (B) otherwise adversely affect Buyer’s 's ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. (b) No Consent under any agreement to which Buyer is a party is required to be obtained in connection with the execution, delivery or performance of this Agreement or any other Ancillary Agreement by Buyer or the consummation of the transactions contemplated hereby or thereby. (c) No Consent of any Governmental Entity is required to be obtained or made by Buyer in connection with the execution, delivery and performance of this Agreement or any other Ancillary Agreement by Buyer or the consummation of the transactions contemplated hereby or thereby.

Non Contravention and Consents. (a) The execution and delivery of this Agreement and each other Ancillary Agreement Transaction Document by Buyer Parent and Merger Sub does not, and the performance of this Agreement and each other Ancillary Agreement Transaction Document by Buyer Parent and Merger Sub will not, (i) conflict with or violate Buyer’s the Parent's or the Merger Sub's Certificate of Incorporation or Bylaws, in each case as amended to date and currently in effect, or (ii) conflict with or violate any Applicable Laws or (iii) result in any breach or violation of or constitute a default (or any an event which, that with notice or lapse of time, time or both, both would become or constitute a default) under, result in or impair the termination rights of Parent or a right Merger Sub or alter the rights or obligations of termination any third party under, or give to others any rights of termination, amendment, acceleration or cancellation under, accelerate the performance required byof, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon a Lien on any of the Parent's or the Merger Sub's assets or properties or assets of Buyer under pursuant to, any material agreement obligation to which Buyer Parent or it Affiliates are Merger Sub is a party, except in the case of clause (iii) where such violation, conflict party or breach would not reasonably by which Parent or Merger Sub may be expected (A) to have a Buyer Material Adverse Effect or (B) otherwise adversely affect Buyer’s ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreementsbound. (b) No Except for any Consent required under Parent's credit facility, no Consent under any agreement to which Buyer Parent or Merger Sub is a party is required to be obtained in connection with the execution, delivery or performance of this Agreement or any other Ancillary Agreement Transaction Document by Buyer Parent or Merger Sub or the consummation of the transactions contemplated hereby or thereby. (c) No Except for the filing of the Certificate of Merger, no Consent of any Governmental Entity is required to be obtained or made by Buyer Parent or Merger Sub in connection with the execution, delivery and performance of this Agreement or any other Ancillary Agreement Transaction Document by Buyer Parent or Merger Sub or the consummation of the transactions contemplated hereby or thereby.