Common use of Non-Contravention; Governmental Consents Clause in Contracts

Non-Contravention; Governmental Consents. (a) The execution, delivery, and performance of this Agreement by the Purchaser and Merger Sub and the consummation by the Purchaser and Merger Sub of the transactions contemplated by this Agreement, do not and will not: (i) contravene or conflict with, or result in any violation or breach of, the Organizational Documents of the Purchaser or Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (v) of Section 5.3(b) have been obtained or made, and in the case of the consummation of the Merger, obtaining the Requisite Purchaser Consent, conflict with or violate any Law applicable to the Purchaser or Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the Purchaser’s or Merger Sub’s loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which the Purchaser or Merger Sub is a party or otherwise bound as of the date hereof; (iv) assuming compliance with the matters referred to in Section 5.3(b), contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by Purchaser or any of its Subsidiaries; or (v) result in the creation of an Encumbrance (other than Permitted Encumbrances) on any of the properties, rights or assets of the Purchaser or Merger Sub, except, in the case of each of clauses (ii), (iii), (iv) and (v), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Encumbrances that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Purchaser. (b) No Consent of any Governmental Authority is required to be obtained or made by the Purchaser or Merger Sub in connection with the execution, delivery, and performance by the Purchaser and Merger Sub of this Agreement or the consummation by the Purchaser and Merger Sub of the Merger, the Purchaser Stock Issuance, and the other transactions contemplated hereby, except for: (i) the filing of the Certificate of Merger with the Delaware Secretary; (ii) the filing of such reports under the Exchange Act as may be required in connection with this Agreement, the Merger, the Purchaser Stock Issuance, and the other transactions contemplated by this Agreement (including the Information Statement); (iii) such Consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country (iv) the Consents set forth on Section 5.3(b) of the Purchaser Disclosure Schedule; and (v) such other Consents which if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Purchaser.

Non-Contravention; Governmental Consents. (a) The execution, delivery, and delivery or performance by the Company of this Agreement by the Purchaser and Merger Sub and Agreement, the consummation by the Purchaser and Merger Sub Company of the transactions contemplated hereby (including the Merger) and the compliance by this Agreement, the Company with any of the terms hereof do not and will not: not (i) contravene violate or conflict with any provision of the articles of incorporation or bylaws or other equivalent constituent documents of the Company or any of its Subsidiaries, (ii) subject to obtaining the consents set forth in Section 2.3 of the Company Disclosure Schedules, violate, conflict with, or result in any violation or breach of, the Organizational Documents of the Purchaser or Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (v) of Section 5.3(b) have been obtained or made, and in the case of the consummation of the Merger, obtaining the Requisite Purchaser Consent, conflict with or violate any Law applicable to the Purchaser or Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or result in the Purchaser’s or Merger Sub’s loss of any benefit or the imposition of any additional payment or other liability undertermination of, or alter accelerate the rights or obligations of any third party underperformance required by, or give to any third party any rights result in a right of termination, amendment, acceleration, termination or cancellation, or require any Consent acceleration under, any Contract to which the Purchaser or Merger Sub is a party or otherwise bound as of the date hereof; Material Contract, (iviii) assuming compliance with the matters referred to in Section 5.3(b)2.3(b) and, contravene, conflict with, or result in a violation of any the case of the terms consummation of the Merger, subject to obtaining the Requisite Company Shareholder Approval, violate or requirements of, conflict with any Law or give any Governmental Authority Order applicable to the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by Purchaser Company or any of its Subsidiaries; Subsidiaries or by which any of their properties or assets are bound or (viv) result in the creation of an Encumbrance (other than Permitted Encumbrances) on any Lien upon any of the properties, rights properties or assets of the Purchaser Company or Merger Subany of its Subsidiaries, except, in the case of each of clauses (ii), (iii), ) and (iv) and (v)above, for any such violations, conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, accelerations or Encumbrances that, or where the failure to obtain any Consents, in each case, Liens which would not reasonably be expected to haveexpected, individually or in the aggregate, be material to the Company and its Subsidiaries, taken together as a Material Adverse Effect on the Purchaserwhole. (b) No Consent consent, approval, Order or authorization of, or filing or registration with, or notification to (any of the foregoing being a “Consent”), any Governmental Authority is required to be obtained on the part of the Company or made by the Purchaser or Merger Sub any of its Subsidiaries in connection with the execution, delivery, delivery and performance by the Purchaser and Merger Sub Company of this Agreement or and the consummation by the Purchaser and Merger Sub Company of the Merger, the Purchaser Stock Issuance, and the other transactions contemplated herebyhereby (including the Merger), except for: (i) the filing and recordation of the Certificate Articles of Merger with the Delaware Secretary; Secretary of State of the State of Washington with respect to the Merger, (ii) the filing of such reports under the Exchange Act filings and approvals as may be required in connection with this Agreementby any U.S. federal, the Mergerstate or non-U.S. securities laws or rules and regulations promulgated thereunder, the Purchaser Stock Issuance, and the other transactions contemplated by this Agreement (including the Information Statement); (iii) such Consents as may be required under compliance with any applicable state securities or “blue sky” Laws requirements of the HSR Act and the securities Laws of any foreign country other Antitrust Law and (iv) the Consents set forth on Section 5.3(b) of the Purchaser Disclosure Schedule; and (v) such other Consents Consents, the failure of which if not obtained or made to obtain would not reasonably be expected to haveexpected, individually or in the aggregate, be material to the Company and its Subsidiaries, taken together as a Material Adverse Effect on Purchaserwhole.

Non-Contravention; Governmental Consents. (a) The execution, delivery, and delivery or performance of this Agreement by the Purchaser Parent and Merger Sub and of this Agreement, the consummation by the Purchaser Parent and Merger Sub of the transactions contemplated hereby (including the Merger) and the compliance by this Agreement, Parent and Merger Sub with any of the terms hereof do not and will not: not (i) contravene violate or conflict with any provision of the certificate of incorporation, bylaws or other equivalent constituent documents (as applicable) of Parent or Merger Sub, (ii) violate, conflict with, or result in any violation or breach of, the Organizational Documents of the Purchaser or Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (v) of Section 5.3(b) have been obtained or made, and in the case of the consummation of the Merger, obtaining the Requisite Purchaser Consent, conflict with or violate any Law applicable to the Purchaser or Merger Sub or any of their respective properties or assets; (iii) result in any breach of or constitute a default (or an event that which with notice or lapse of time or both would become a default) under, or result in the Purchaser’s or Merger Sub’s loss of any benefit or the imposition of any additional payment or other liability undertermination of, or alter accelerate the rights or obligations of any third party underperformance required by, or give to any third party any rights result in a right of termination, amendment, acceleration, termination or cancellation, or require any Consent acceleration under, any Contract to which the Purchaser Parent or Merger Sub any of its Subsidiaries is a party or otherwise bound as by which Parent, any of the date hereof; its Subsidiaries or any of their properties or assets may be bound, (iviii) assuming compliance with the matters referred to in Section 5.3(b3.3(b), contravene, violate or conflict with, with any Law or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right Order applicable to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by Purchaser Parent or any of its Subsidiaries; Subsidiaries or by which any of their properties or assets are bound or (viv) result in the creation of an Encumbrance (other than Permitted Encumbrances) on any Lien upon any of the properties, rights properties or assets of the Purchaser Parent or Merger Subany of its Subsidiaries, except, in the case of each of clauses (ii), (iii), ) and (iv) and (v)above, for any such violations, conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, accelerations or Encumbrances that, or where the failure to obtain any Consents, in each case, Liens which would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Material Adverse Effect on the PurchaserParent. (b) No Consent of any Governmental Authority is required to be obtained or made by on the Purchaser or part of Parent, Merger Sub or any of their Affiliates in connection with the execution, delivery, delivery and performance by the Purchaser and Parent or Merger Sub of this Agreement or and the consummation by the Purchaser and Parent or Merger Sub of the Merger, the Purchaser Stock Issuance, and the other transactions contemplated herebyhereby (including the Merger), except for: (i) the filing and recordation of the Certificate Articles of Merger with the Delaware Secretary; Secretary of State of the State of Washington with respect to the Merger, (ii) such filings and approvals as may be required by any U.S. federal, state or non-U.S. securities laws or rules and regulations promulgated thereunder, (iii) compliance with any applicable requirements of the HSR Act and any other Antitrust Law, (iv) the filing of a Notification of Listing of Additional Shares (or such reports under the Exchange Act other form as may be required by NYSE) with NYSE with respect to the shares of the Parent Common Stock to be issued in connection with this Agreement, the Merger, the Purchaser Stock Issuance, and the other transactions contemplated by this Agreement (including the Information Statement); (iii) such Consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country (iv) the Consents set forth on Section 5.3(b) of the Purchaser Disclosure Schedule; and (v) such other Consents Consents, the failure of which if not obtained or made to obtain would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on PurchaserParent.

Non-Contravention; Governmental Consents. (a) The execution, delivery, and performance of this Agreement by the Purchaser and Merger Sub Company, and the consummation by the Purchaser and Merger Sub Company of the transactions contemplated by this Agreement, including the Merger, do not and will not: (i) contravene or conflict with, or result in any violation or breach of, the Organizational Documents of the Purchaser or Merger SubCompany; (ii) assuming that all of the Consents contemplated by clauses (i) through (viv) of Section 5.3(b4.3(b) have been obtained or made, and in the case of the consummation of the Merger, obtaining the Requisite Purchaser Consent, conflict with or violate any Law applicable to the Purchaser or Merger Sub Company or any of their respective properties its properties, rights or assets; (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the Purchaser’s or Merger SubCompany’s loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration, or cancellation, or require any Consent under, any Contract to which the Purchaser or Merger Sub Company is a party or otherwise bound as of the date hereof; (iv) assuming compliance with the matters referred to in Section 5.3(b4.3(b), contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by Purchaser or any of its Subsidiariesthe Company; or (v) result in the creation of an Encumbrance (other than Permitted Encumbrances) on any of the properties, rights properties or assets of the Purchaser or Merger SubCompany, except, in the case of each of clauses (ii), (iii), (iv) and (v), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Encumbrances that, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the PurchaserCompany. (b) No Consent of any Governmental Authority is required to be obtained or made by the Purchaser or Merger Sub Company in connection with the execution, delivery, and performance by the Purchaser and Merger Sub Company of this Agreement or the consummation by the Purchaser and Merger Sub Company of the Merger, the Purchaser Stock Issuance, Merger and the other transactions contemplated hereby, except for: (i) the filing of the Certificate of Merger with the Delaware Secretary; (ii) the filing of such reports under the Exchange Act as may be required in connection with this Agreement, the Merger, the Purchaser Stock Issuance, and the other transactions contemplated by this Agreement (including the Information Statement); (iii) such Consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country country; (iviii) the Consents set forth on Section 5.3(b4.3(b) of the Purchaser Company Disclosure Schedule; and (viv) such other Consents which if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Purchaserthe Company.

Non-Contravention; Governmental Consents. (a) The None of the execution, delivery, and delivery or performance by Buyer or Parent of this Agreement by the Purchaser and Merger Sub and each Ancillary Agreement to which Buyer or Parent, as applicable, is a party, nor the consummation by the Purchaser and Merger Sub of the transactions contemplated by this AgreementTransaction, do not and will not: will, with or without the giving of notice or the lapse of time or both, (i) contravene or contravene, conflict with, or result in a material violation of any violation Law or breach ofOrder binding upon or applicable to Buyer or Parent or by which any property or asset of Buyer or Parent is bound or affected, (ii) materially violate any provision of the Organizational Documents of the Purchaser Buyer or Merger Sub; (ii) assuming that all of the Consents contemplated by clauses (i) through (v) of Section 5.3(b) have been obtained or madeParent, as amended to date and as currently in the case of the consummation of the Mergereffect, obtaining the Requisite Purchaser Consent, conflict with or violate any Law applicable to the Purchaser or Merger Sub or any of their respective properties or assets; (iii) (A) require any material consent or material approval under, (B) result in any material breach of or any material loss of any benefit under, (C) constitute a material default (or an event that which with notice or lapse of time or both would become a material default) under, result in the Purchaser’s or Merger Sub’s loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or (D) give to others any third party any rights right of termination, vesting, amendment, acceleration, acceleration or cancellation, or require any Consent undercancellation of, any Contract right or obligation under any Contract, to which the Purchaser Buyer or Merger Sub Parent is a party or otherwise bound as of the date hereof; (iv) assuming compliance with the matters referred to in Section 5.3(b), contravene, conflict with, which Buyer or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by Purchaser Parent or any of its Subsidiaries; their respective property is bound or affected, or (viv) result in the creation of an Encumbrance any material Lien (other than a Permitted EncumbrancesLien) on any property or asset of Buyer or Parent. (b) Except for (i) compliance with the propertiesHSR Act or any other Filing made pursuant to any other Antitrust Law, rights or assets of the Purchaser or Merger Sub, except, in the case of each of clauses (ii)) Governmental Entity Approvals, (iii), (iv) and (v), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Encumbrances that, or where the failure of which to obtain any Consents, in each case, would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Buyer or Parent to consummate the Transaction and (iii) approval by NYSE of a Material Adverse Effect on Supplemental Listing Application for the Purchaser. (b) No Consent of any Parent Common Stock representing the Aggregate Stock Consideration, there are no Governmental Authority is Entity Approvals required to be obtained or made by the Purchaser or Merger Sub in connection with the execution, delivery, Xxxxx’s execution and performance by the Purchaser and Merger Sub delivery of this Agreement or any Ancillary Agreement to which Buyer or Parent is party, the performance by Buyer or Parent of its obligations hereunder and thereunder and the consummation by the Purchaser and Merger Sub of the Merger, the Purchaser Stock Issuance, and the other transactions contemplated hereby, except for: (i) the filing of the Certificate of Merger with the Delaware Secretary; (ii) the filing of such reports under the Exchange Act as may be required in connection with this Agreement, the Merger, the Purchaser Stock Issuance, and the other transactions contemplated by this Agreement (including the Information Statement); (iii) such Consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country (iv) the Consents set forth on Section 5.3(b) of the Purchaser Disclosure Schedule; and (v) such other Consents which if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on PurchaserTransaction.

Non-Contravention; Governmental Consents. (a) The Neither the execution, delivery, and delivery or performance by any Company Member of this Agreement by the Purchaser and Merger Sub and or any Ancillary Agreement to which any Company Member is a party, nor the consummation by the Purchaser and Merger Sub of the transactions contemplated by this AgreementTransaction, do not and will not: will, with or without the giving of notice or the lapse of time or both (i) contravene or contravene, conflict with, or result in a material violation of any violation Law or breach ofOrder binding upon or applicable to the Company Members or by which any property or asset of a Company Member is bound or affected, (ii) materially violate any provision of the Organizational Documents of the Purchaser Company Members, or Merger Sub; (iiiii) assuming that all (A) except as set forth on Section 3.5(a)(iii) of the Consents contemplated by clauses Disclosure Schedule, require any material consent or material approval under, (i) through (v) of Section 5.3(b) have been obtained or made, and in the case of the consummation of the Merger, obtaining the Requisite Purchaser Consent, conflict with or violate any Law applicable to the Purchaser or Merger Sub or any of their respective properties or assets; (iiiB) result in any material breach of or any loss of any benefit under, (C) constitute a material default (or an event that which with notice or lapse of time or both would become a material default) under, result in the Purchaser’s or Merger Sub’s loss of any benefit or the imposition of any additional payment or other liability under, or alter the rights or obligations of any third party under, or (D) give to others any third party any rights right of termination, vesting, amendment, accelerationacceleration or cancellation of, any right or obligation under any Material Contract, Real Property Lease or material Company Permit, or cancellation, or require any Consent under, any Contract to which the Purchaser or Merger Sub is a party or otherwise bound as of the date hereof; (iv) assuming compliance with the matters referred to in Section 5.3(b), contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by Purchaser or any of its Subsidiaries; or (v) result in the creation of an Encumbrance any material Lien (other than any Permitted EncumbrancesLien) on upon any of the properties, assets or rights of any Company Member. (b) Except for (i) compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or assets of the Purchaser or Merger Sub, except, in the case of each of clauses any other Filing made pursuant to any other Antitrust Law and (ii), (iii), (iv) and (v), for any conflicts, violations, breaches, defaults, loss of benefits, additional payments or other liabilities, alterations, terminations, amendments, accelerations, cancellations, or Encumbrances that, or where Governmental Entity Approvals the failure of which to obtain any Consents, in each case, would not reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect on reasonably be expected to prevent, materially delay or materially impair the Purchaser. (b) No Consent ability of any the Company Members to consummate the Transaction, there are no Governmental Authority is Entity Approvals required to be obtained or made by the Purchaser or Merger Sub in connection with the execution, delivery, Company’s execution and performance by the Purchaser and Merger Sub delivery of this Agreement or any Ancillary Agreement to which any Company Member is a party, the performance by any Company Member of its respective obligations hereunder or thereunder and the consummation by the Purchaser and Merger Sub of the Merger, the Purchaser Stock Issuance, and the other transactions contemplated hereby, except for: (i) the filing of the Certificate of Merger with the Delaware Secretary; (ii) the filing of such reports under the Exchange Act as may be required in connection with this Agreement, the Merger, the Purchaser Stock Issuance, and the other transactions contemplated by this Agreement (including the Information Statement); (iii) such Consents as may be required under applicable state securities or “blue sky” Laws and the securities Laws of any foreign country (iv) the Consents set forth on Section 5.3(b) of the Purchaser Disclosure Schedule; and (v) such other Consents which if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on PurchaserTransaction.