Common use of Non-Contravention; Approvals and Consents Clause in Contracts

Non-Contravention; Approvals and Consents. (i) Except as set forth in Schedule 3.02(d)(i) hereto, the execution and delivery of this Agreement by the Parent and the Merger-Sub does not, and the performance by the Parent and the Merger-Sub of their obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in, or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien on any of the respective assets or properties of the Parent or the Merger-Sub under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub or any of their respective assets or properties, or (z) any Contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of their respective assets or properties are bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (i) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub does not, and the performance by the Parent and the Merger-Sub of their obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in, or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien on any of the respective assets or properties of the Parent or the Merger-Sub under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws of the Parent or the Merger-SubParent, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub or any of their respective assets or properties, or (z) any Contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of their respective assets or properties are bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent Buyer and the Merger-Merger Sub does not, not and the performance by the Parent Buyer and the Merger-Merger Sub of their obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in, in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien on upon any of the respective assets or properties of the Parent Buyer, or the Merger-Sub any of its Subsidiaries, under any of the terms, conditions or provisions of (xi) the Certificate certificates or articles of Incorporation incorporation or By-Laws laws (or other comparable charter documents) of Buyer or any of its Subsidiaries, or (ii) subject to the taking of the Parent or the Merger-Subactions described in paragraph (b) of this Section, (yx) any Laws Law or Orders Order of any Governmental or Regulatory Authority applicable to the Parent Buyer or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts Contract to which either the Parent Buyer or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent Buyer or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on the Parent or the Merger-ability of Buyer and Merger Sub or on their ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub does do not, and the performance by the Parent and the Merger-Sub of their obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in, in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien on upon any of the respective assets or properties of the Parent or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Parent or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) the Certificate of Incorporation any Law or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders Order of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub any 27 32 of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts Contract to which either the Parent or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the ability of Parent or the Merger-and Sub or on their ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the each of Parent and the Merger-Sub does do not, and the performance by the each of Parent and the Merger-Sub of their its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in, in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien on upon any of the respective assets or properties of the Parent or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Parent or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) the Certificate of Incorporation any laws or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on the ability of Parent or the Merger-and Sub or on their ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth disclosed in Schedule 3.02(d)(i) heretothe Parent Disclosure Letter, the execution and delivery of this Agreement by the Parent and the Merger-Sub does not, and the performance by the Parent and the Merger-Sub of their its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in, in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien on upon any of the respective assets or properties of the Parent or the Merger-Sub under under, any of the terms, conditions or provisions of (xi) the Certificate certificates or articles of Incorporation incorporation or By-Laws bylaws (or other comparable charter documents) of Parent, or (ii) subject to the taking of the Parent or the Merger-Subactions described in Article IV.4 (b), (yx) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of their its respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on Parent taken as a whole or on the ability of Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (i) Except as set forth in Schedule 3.02(d)(i) hereto, the execution ------------------- and delivery of this Agreement by the Parent and the Merger-Sub does not, and the performance by the Parent and the Merger-Sub of their obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in, or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien on any of the respective assets or properties of the Parent or the Merger-Sub under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub or any of their respective assets or properties, or (z) any Contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of their respective assets or properties are bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (i) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the Parent and the Merger-Sub does not, and the performance by the Parent and the Merger-Sub of their obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in, or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien on any of the respective assets or properties of the Parent or the Merger-Sub under any of the terms, conditions or provisions of (x) the Certificate of Incorporation or By-Laws laws of the Parent or and the Merger-Sub, (y) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or and the Merger-Sub or any of their respective assets or propertiesproperties of the Parent and the Merger-Sub, or (z) any Contracts to which either the Parent or the Merger-Sub is a party or by which either the Parent or the Merger-Sub or any of their respective assets or properties are is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of Liens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on the Parent or the Merger-Sub or on their ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the each of Parent and the Merger-Sub does do not, and the performance by the each of Parent and the Merger-Sub of their its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in, in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien on upon any of the respective assets or properties of the Parent or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (xi) the Certificate certificates or articles of Incorporation incorporation or By-Laws bylaws (or other comparable charter documents) of Parent or any of its Subsidiaries, or (ii) subject to the taking of the Parent or the Merger-Subactions described in paragraph (b) of this Section, (yx) any Laws or Orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on Parent and its Subsidiaries taken as a whole or on the ability of Parent or the Merger-and Sub or on their ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) Except as set forth in Schedule 3.02(d)(i) hereto, the The execution and delivery of this Agreement by the each of Parent and the Merger-Sub does do not, and the performance by the each of Parent and the Merger-Sub of their its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in, in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien on upon any of the respective assets or properties of the Parent or the Merger-Sub under any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Parent or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) the Certificate of Incorporation any laws or By-Laws of the Parent or the Merger-Sub, (y) any Laws or Orders orders of any Governmental or Regulatory Authority applicable to the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties, or (zy) any Contracts to which either the Parent or the Merger-Sub any of its Subsidiaries is a party or by which either the Parent or the Merger-Sub any of its Subsidiaries or any of their respective assets or properties are is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, terminations, cancellations, modifications, accelerations, accelerations and creations and impositions of LiensLiens which, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect material adverse effect on the ability of Parent or the Merger-and Sub or on their ability to consummate the transactions contemplated by this Agreement.