Common use of Non-Contravention, etc Clause in Contracts

Non-Contravention, etc. Except as set forth in Schedule 4.3, the execution and delivery of this Agreement by such Seller and the consummation by such Seller of the Closing hereunder in accordance with the terms and conditions of this Agreement do not and will not conflict with or result in the breach of any of the terms or provisions of, or constitute a default under, or require any consent, waiver, approval or authorization under, any Contractual Obligation to which such Seller is a party or by which such Seller is, or the Securities to be sold or canceled by such Seller hereunder are, bound or any Legal Requirement applicable to such Seller or to the Securities to be sold or canceled by such Seller. No consent is required to be obtained by such Seller in connection with the execution, delivery and performance of this Agreement by such Seller or the sale of the Securities to be sold or canceled by such Seller as contemplated hereby, except as set forth in Schedule 4.3, and other than any consent where the failure of such Seller to obtain such consent would not materially and adversely affect the Seller's ability to consummate the Closing hereunder in accordance with the terms and conditions of this Agreement and would not prevent such Seller from performing in all material respects any of its obligations under this Agreement.

Non-Contravention, etc. Except as set forth in Schedule 4.3Subject to compliance with the Buyer's credit facility, the execution execution, delivery and delivery performance of this Agreement by such Seller the Buyer and MergeCo and the consummation by such Seller the Buyer and MergeCo of the Closing hereunder in accordance with the terms and conditions of this Agreement do does not and will not conflict with or result in the breach of any of the terms or provisions of, or constitute a default underdefault, or require any consent, waiver, approval or authorization under, under any Contractual Obligation to which such Seller is a party or by which such Seller is, of or the Securities to be sold Charter or canceled by such Seller hereunder are, bound By-Laws of the Buyer or MergeCo or a breach of any Legal Requirement applicable to such Seller the Buyer or to MergeCo. Except for satisfaction of the Securities to be sold or canceled by such Seller. No notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), no consent is required to be obtained or made by such Seller or on behalf of the Buyer or MergeCo in connection with the execution, delivery and or performance of this Agreement by such Seller or and the sale consummation of the Securities to be sold or canceled by such Seller as transactions contemplated hereby, except as set forth in Schedule 4.3(i) for items which shall have been obtained or made on or prior to, and other than any consent shall be in full force and effect at, the Closing Date and (ii) where the failure of such Seller to obtain such consent would not materially and adversely affect the SellerBuyer's ability to consummate the Closing hereunder in accordance with the terms and conditions of this Agreement and would not prevent such Seller the Buyer from performing in all material respects any of its obligations under this Agreement.