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.

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.