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

Non-Contravention; Required Filings and Consents. (a) The execution, delivery and performance by Parent and Acquisition Sub of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) do not and will not (i) contravene or conflict with the Certificate of Incorporation or By-Laws of Parent or Acquisition Sub, (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent or Acquisition Sub or any of their respective properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which Parent or Acquisition Sub is entitled under any provision of any agreement, contract, license or other instrument binding upon Parent, Acquisition Sub or any of their respective properties, or allow the acceleration of the performance of, any obligation of Parent or Acquisition Sub under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which Parent or Acquisition Sub is a party or by which Parent or Acquisition Sub or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of Parent or Acquisition Sub, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which, individually or in the aggregate, would not reasonably be expected to prevent, or materially delay the consummation of the Offer or the Merger.

Non-Contravention; Required Filings and Consents. (a) 5.3.1 The execution, delivery and performance by Parent and Acquisition Sub Subsidiary of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) do not and will not (i) contravene or conflict with the Amended and Restated Partnership Agreement, Certificate of Incorporation Incorporation, By- Laws or By-Laws other organizational documents of Parent Parent, any of its partners or Acquisition Sub, Subsidiary; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below Section 5.3.2 have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent Parent, any of its partners or Acquisition Sub Subsidiary or any of their respective properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which Parent or Acquisition Sub Subsidiary is entitled under any provision of any Subsidiary Agreement (as defined in Section 5.14 below) or any material agreement, contract, license or other instrument binding upon Parent, Acquisition Sub Subsidiary or any of their respective properties, or allow the acceleration of the performance of, any obligation of Parent or Acquisition Sub Subsidiary under any Subsidiary Agreement or any material indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which Parent or Acquisition Sub Subsidiary is a party or by which Parent or Acquisition Sub Subsidiary or any of their respective assets or properties is subject or bound, or prevent Subsidiary from realizing the benefits otherwise obtainable by Subsidiary under any Permits (as defined in Section 5.17 below) or property interests of Parent or Subsidiary or any contract, agreement, license, arrangement or commitment of Parent or Subsidiary relating to the business of Subsidiary with respect to employment arrangements, purchase, sale, lease or license of assets, guarantees, restriction on conduct of business, leases, licenses, letters of credit, powers of attorney, joint venture agreements or affiliate agreements or require the affirmative consent or approval of any third party under any such material contract, agreement license, arrangement or commitment; or (iv) result in the creation or imposition of any Lien on any asset of Parent or Acquisition Sub, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which, individually or in the aggregate, would not reasonably be expected to prevent, or materially delay the consummation of the Offer or the MergerSubsidiary.

Non-Contravention; Required Filings and Consents. (a) The execution, delivery and performance by Ultimate Parent, Parent and Acquisition Sub of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) do not and will not (i) contravene or conflict with the Certificate of Incorporation or By-Laws Bylaws of Ultimate Parent, Parent or Acquisition Sub, Acquisition; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Ultimate Parent, Parent or Acquisition Sub or any of their respective propertiesassets; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which Ultimate Parent, Parent or Acquisition Sub is entitled under any provision of any agreement, contract, license or other instrument binding upon Parent, Acquisition Sub or any of their respective propertiesof, or allow the acceleration of the performance of, any obligation of Ultimate Parent, Parent or Acquisition Sub under under, any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which Ultimate Parent, Parent or Acquisition Sub is a party or by which Ultimate Parent, Parent or Acquisition Sub or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of Ultimate Parent, Parent or Acquisition SubAcquisition, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens whichwhich would not, individually or in the aggregate, would not reasonably be expected have a material adverse effect on Ultimate Parent's, Parent's or Acquisition's ability to prevent, or materially delay consummate the consummation of the Offer or the Mergertransactions contemplated by this Agreement.

Non-Contravention; Required Filings and Consents. (a) The execution, delivery and performance by Parent and Acquisition Sub of this Agreement and the consummation of the transactions contemplated hereby (including the Merger) do not and will not (i) contravene or conflict with the Certificate of Incorporation or By-Laws of Parent or Acquisition Sub, Acquisition; (ii) assuming that all consents, authorizations and approvals contemplated by subsection (b) below have been obtained and all filings described therein have been properly made, contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to Parent or Acquisition Sub or any of their respective properties; (iii) conflict with, or result in the breach or termination of any provision of or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, or loss of any benefit to which Parent or Acquisition Sub is entitled under any provision of any agreement, contract, license or other instrument binding upon Parent, Acquisition Sub or any of their respective properties, or allow the acceleration of the performance of, any obligation of Parent or Acquisition Sub under any indenture, mortgage, deed of trust, lease, license, contract, instrument or other agreement to which Parent or Acquisition Sub is a party or by which Parent or Acquisition Sub or any of their respective assets or properties is subject or bound; or (iv) result in the creation or imposition of any Lien on any asset of Parent or Acquisition Sub, except in the case of clauses (ii), (iii) and (iv) for any such contraventions, conflicts, violations, breaches, terminations, defaults, cancellations, losses, accelerations and Liens which, individually or in the aggregate, would not reasonably be expected to prevent, or materially delay the consummation of the Offer or the MergerAcquisition.