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

Non-Contravention; Consents and Approvals. The execution and delivery of this Agreement by each of Parent and Purchaser and the Ancillary Documents to which it is a party, the consummation by each of Parent and Purchaser of the Transactions, and the performance by each of Parent and Purchaser of its obligations hereunder and thereunder: (i) do not violate any provision of the Constituent Documents of Parent or any of its Subsidiaries; and (ii)(A) do not conflict with or violate in any material respect any applicable Law of any Governmental Authority having jurisdiction over Parent or any of its Subsidiaries or any part of the properties or assets of Parent or its Subsidiaries; (B) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract, including the Existing Stockholders Agreement (except to the extent waived pursuant to the Existing Stockholders Agreement Waiver); (C) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which, Parent or any of Parent’s Subsidiaries is a party or by which any of their respective properties or assets is bound; (D) do not result in the creation or imposition of any material Lien on any part of the properties or assets of Parent or any of Parent’s Subsidiaries; (E) do not violate any Order binding on Parent or any of its Subsidiaries or any part of its or their properties or assets; and (F) do not otherwise require any material Governmental Approvals or any material Third Party Consents; except, in each case, as would not have a Parent Material Adverse Effect.

Non-Contravention; Consents and Approvals. The execution and delivery of this Agreement by each of Parent and Purchaser and the Ancillary Documents to which it is a partyRegistration Rights Agreement by the Company, the consummation by each of Parent and Purchaser the Company of the Transactionstransactions contemplated hereby and thereby, and the performance by each of Parent and Purchaser the Company of its obligations hereunder and thereunder, except as set forth in Section 4.6 of the Company Disclosure Schedule: (i) do not violate any provision of the Constituent Documents of Parent the Company or any of its Subsidiaries; and (ii)(A) do not conflict with or violate in any material respect any applicable Law of any Governmental Authority having jurisdiction over Parent the Company or any of its Subsidiaries or any part of the properties or assets of Parent the Company or any of its Subsidiaries; , (B) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract, including the Existing Stockholders Agreement (except to the extent waived pursuant to the Existing Stockholders Agreement Waiver); (C) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which, Parent which the Company or any of Parent’s its Subsidiaries is a party or by which any of their respective properties or assets is bound; , (DC) do not result in the creation or imposition of any material Lien on any part of the properties or assets of Parent the Company or any of Parent’s its Subsidiaries; , (ED) do not violate any Order binding on Parent the Company or any of its Subsidiaries or any part of its or their properties or assets; , and (FE) do except for the Stockholder Approval and the filing with the SEC of the Proxy Statement and the Other Filings, does not otherwise require any material Governmental Approvals or any material Third Party Consents; exceptConsents other than the Consents set forth on Section 5.7(a)(i) and (ii) of the Company Disclosure Schedule, except in each casethe case of (B), as (C), (D) or (E) for any of the foregoing, that, individually or in the aggregate would not have a Parent Company Material Adverse Effect.

Non-Contravention; Consents and Approvals. The execution and delivery of this Agreement by each of Parent and Purchaser the Company and the Ancillary Documents to which it is a party, the consummation by each of Parent and Purchaser the Company of the Transactionstransactions contemplated hereby and thereby, and the performance by each of Parent and Purchaser the Company of its obligations hereunder and thereunder, except as set forth in Section 4.6 of the Company Disclosure Schedule: (i) do does not violate any provision of the Constituent Documents of Parent the Company or any of its Subsidiaries; and (ii)(A) do does not conflict with or violate in any material respect any applicable Law of any Governmental Authority having jurisdiction over Parent the Company or any of its Subsidiaries or any part of the properties or assets of Parent the Company or its Subsidiaries; , (B) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract, including the Existing Stockholders Agreement (except to the extent waived pursuant to the Existing Stockholders Agreement Waiver); (C) do does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which, Parent which the Company or any of Parent’s its Subsidiaries is a party or by which any of their respective properties or assets is bound; , (DC) do does not result in the creation or imposition of any material Lien on any part of the properties or assets of Parent the Company or any of Parent’s its Subsidiaries; , (ED) do does not violate any Order binding on Parent the Company or any of its Subsidiaries or any part of its or their properties or assets; , and (FE) do except for the Stockholder Approval and the filing with the SEC of a Proxy Statement in definitive form relating to the Stockholders Meeting (the “Proxy Statement”) and any other document to be filed with the SEC in connection with this Agreement and the Ancillary Documents (the “Other Filings”), does not otherwise require any material Governmental Approvals or any material Third Party Consents other than the Company Consents; except, except in each casethe case of (B), as (C), (D) or (E) for any of the foregoing, that, individually or in the aggregate would not have a Parent Company Material Adverse Effect.

Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement by each of Parent the Investor and Purchaser the Manager and the Ancillary Documents to which it is a partythey are parties, the consummation by each of Parent the Investor and Purchaser the Manager, as applicable, of the Transactionstransactions contemplated hereby and thereby, and the performance by each the Investor and the Manager of Parent and Purchaser of its their respective obligations hereunder and thereunder: (i) do does not violate any provision of the Constituent Documents of Parent the Investor or the Manager or any of its SubsidiariesManager CLO Issuer; and (ii)(A) do does not conflict with or violate in any material respect any applicable Law of any Governmental Authority having jurisdiction over Parent the Investor, the Manager or any of its Subsidiaries Manager CLO Issuer or any part of the properties or assets of Parent the Investor, the Manager or its Subsidiaries; any Manager CLO Issuer, (B) do does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any ContractManager CLO Management Agreement, including the Existing Stockholders Agreement (except to the extent waived pursuant to the Existing Stockholders Agreement Waiver); (C) do does not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract other than a Manager CLO Management Contract to which, Parent the Investor, the Manager or any of Parent’s Subsidiaries Manager CLO Issuer is a party or by which any of their respective properties or assets is bound; , (D) do does not result in the creation or imposition of any material Lien on any part of the properties or assets of Parent the Investor, the Manager or any of Parent’s Subsidiaries; Manager CLO Issuer, (E) do does not violate any Order binding on Parent the Investor, the Manager or any of its Subsidiaries Manager CLO Issuer or any part of its or their respective properties or assets; , and (F) do does not otherwise require any material Governmental Approvals or any material Third Party Consents; except, Consents in each case, case other than the Manager CLO Consents (as would not have a Parent Material Adverse Effectdefined below).

Non-Contravention; Consents and Approvals. The execution and delivery Delivery of this Agreement by each of Parent Seller and Purchaser GECC and the Ancillary Documents to which it is a party, the consummation by each of Parent and Purchaser such Person of the Transactions, and the performance by each of Parent and Purchaser such Person of its obligations hereunder and thereunder, except for such Consents required for the “assignment” (or deemed assignment) by Seller of each CLO Management Agreement and CLO Collateral Administration Agreement under the Investment Advisers Act, the CLO Management Agreements, and the CLO Collateral Administration Agreements, which shall be obtained prior to the applicable Closing: (i) do not violate any provision of the CLO Issuer Operative Documents or the Constituent Documents of Parent Seller or any of its SubsidiariesGECC; and (ii)(A) do not conflict with or violate in any material respect with or violate any applicable Law of any Governmental Authority having jurisdiction over Parent Seller or any of its Subsidiaries GECC or any part of the properties or assets of Parent or its Subsidiaries; Seller (including the Assets), (B) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any ContractCLO Management Agreement or CLO Issuer Operative Document, including the Existing Stockholders Agreement (except to the extent waived pursuant to the Existing Stockholders Agreement Waiver); in each case, in any material respect, (C) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which, Parent or any of Parent’s Subsidiaries is a party or by which any of their respective properties or assets is bound; (D) do not result in the creation or imposition of any material Lien on any part of the properties or assets of Parent or any of Parent’s Subsidiaries; Assets, (ED) do not violate any Order binding on Parent or any of its Subsidiaries Seller or any part of its or their properties or assets; , and (FE) do not otherwise require any material Governmental Approvals or any material Third Party Consents; except, in each case, as would not have a Parent Material Adverse Effectother than the Seller Consents.

Non-Contravention; Consents and Approvals. The execution Except as set forth on Schedule 3.3 of the Contributor Disclosure Schedules, the execution, delivery and delivery performance of this Agreement by each of Parent and Purchaser and the Ancillary Transaction Documents to which it each Contributor Party is a party, party by such Contributor Party and the consummation by each of Parent and Purchaser such Contributor Party of the Transactions, transactions contemplated thereby does not and the performance by each of Parent and Purchaser of its obligations hereunder and thereunderwill not: (ia) do not violate any provision of the Constituent Documents of Parent or any of its Subsidiaries; and (ii)(A) do not conflict with any of, or violate in any material respect any applicable Law of any Governmental Authority having jurisdiction over Parent or any of its Subsidiaries or any part of the properties or assets of Parent or its Subsidiaries; (B) do not require the Consent consent of any Person under, violate, or result in any breach of, any provision of the termination Organizational Documents of such Contributor Party; (b) conflict with any of, or acceleration of or require the consent of any right Person under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case or an Event that with the giving of notice or passage of time or both would give rise to a default) or cause any obligation under, or give rise to any right of termination, cancellation, amendment, preferential purchase right or acceleration (with or without the giving of notice, or the passage of time or both)) under any of the terms, any Contract, including the Existing Stockholders Agreement (except to the extent waived pursuant to the Existing Stockholders Agreement Waiver); (C) do not require the Consent conditions or provisions of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which, Parent which such Contributor Party or any of Parent’s their respective Subsidiaries is a party or by which any property or asset of such Contributor Party or any of their respective properties Subsidiaries is bound or assets affected; (c) assuming compliance with the matters referred to in Section 3.4, conflict with or violate any Law to which such Contributor Party or any of their respective Subsidiaries is subject or by which any property or asset of such Contributor Party or any of their respective Subsidiaries is bound; (Dd) do not constitute (with or without the giving of notice or the passage of time or both) an Event which would result in the creation of, or imposition of afford any material Person the right to obtain, any Lien (other than Permitted Liens) on any part asset of the properties or assets of Parent such Contributor Party or any of Parent’s their respective Subsidiaries; or (Ee) do not violate result in the revocation, cancellation, suspension, or material modification, individually or in the aggregate, of any Order binding on Parent Governmental Approval that is necessary or desirable for the ownership, lease or operation of the ETG Assets or the ETG Business as now conducted, including any of its Subsidiaries or any part of its or their properties or assets; and (F) do not otherwise require any material Governmental Approvals or under any material Third Party Consents; applicable Environmental Law, except, in each casethe cases of clauses (b), (c), (d) and (e), for such defaults or rights of termination, cancellation, amendment, acceleration, violations or Liens as would not have could materially impair such Person’s ability to consummate the transactions contemplated by the Transaction Documents to which such Person is a Parent Material Adverse Effectparty.

Non-Contravention; Consents and Approvals. The execution and delivery of this Agreement by each of Parent and Purchaser and the Ancillary Documents to which it is a partyRegistration Rights Agreement by such Investor, the consummation by each of Parent and Purchaser such Investor of the Transactionstransactions contemplated hereby and thereby, and the performance by each of Parent and Purchaser such Investor of its respective obligations hereunder and thereunder: (i) do not violate any provision of the Constituent Documents of Parent or any of its Subsidiariessuch Investor; and (ii)(A) do not conflict with or violate in any material respect any applicable Law of any Governmental Authority having jurisdiction over Parent or any of its Subsidiaries the Investor or any part of the properties or assets of Parent or its Subsidiaries; such Investor, (B) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract, including the Existing Stockholders Agreement (except agreement relating to the extent waived pursuant material indebtedness of such Investor or under any mortgage, deed of trust, security agreement or lease to the Existing Stockholders Agreement Waiver); (C) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any Contract to which, Parent or any of Parent’s Subsidiaries which it is a party or by which any of their its respective properties or assets is bound; , (DC) do not result in the creation or imposition of any material Lien on any part of the properties or assets of Parent or any of Parent’s Subsidiaries; such Investor, (ED) do not violate any Order binding on Parent or any of its Subsidiaries such Investor or any part of its or their respective properties or assets; , and (FE) do not otherwise require any material Governmental Approvals Approvals, except in the case of (B), (C), (D) or (E) for any material Third Party Consents; exceptof the foregoing that, individually or in each case, as the aggregate would not have a Parent Material Adverse EffectEffect on such Investor’s ability to consummate the transactions contemplated hereby.