Common use of Noncontravention; Consents Clause in Contracts

Noncontravention; Consents. (a) Each of Upper Holdings’ and Buyer’s (or, in the case of the Local Buyers, as of the Closing, each such Local Buyer’s) execution and delivery hereof and of the Ancillary Agreements to which they are or will be a party does not, their respective performance of and compliance with their respective covenants and agreements hereunder and thereunder shall not, and the consummation of the transactions contemplated hereby and thereby shall not, (i) violate the Organizational Documents of Upper Holdings or Buyer (or any such Local Buyer, as of the Closing), (ii) subject to making the Filings and obtaining the Consents contemplated by Section 3.3(b), violate any Law or Order applicable to Upper Holdings, Buyer or their Subsidiaries or (iii) breach, result in the loss of any benefit under, be a default (or an event that, with or without notice or lapse of time, or both, would be a default) under, result in the termination or cancellation of or give rise to a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien on any of the respective properties or assets of Upper Holdings or Buyer or their Subsidiaries under, any Contract to which Upper Holdings or Buyer or their Subsidiaries is a party or by which any asset of Upper Holdings or Buyer or their Subsidiaries is bound or affected, in each case of the foregoing clauses (ii) and (iii), as would not reasonably be expected to, individually or in the aggregate, (A) result in a Buyer Material Adverse Effect or (B) prevent, materially delay or materially impair Upper Holdings’ or Buyer’s or their applicable Affiliates’ ability to consummate the transactions contemplated hereby and thereby. (b) Upper Holdings’ and Buyer’s respective execution and delivery hereof and of the Ancillary Agreements to which they are a party does not (or, in the case of the Local Buyers, will not as of the Closing), their respective performance of and compliance with their respective covenants and agreements hereunder and thereunder shall not, and the consummation of the transactions contemplated hereby and thereby shall not, require Upper Holdings or Buyer or any of their Affiliates to make any Filing with or to, or to obtain any Consent of, any Governmental Authority, except for the following: (iii) the HSR Clearance and Filings in connection therewith; and (iv) any Filing or Consent the failure of which to make or receive would not reasonably be expected, individually or in the aggregate, to have a Buyer Material Adverse Effect or to prevent, materially delay or materially impede Upper Holdings’ or Buyer’s or any of their Affiliates’ ability to consummate the transactions contemplated hereby. Section 3.4

Noncontravention; Consents. (a) Each of Upper Holdings’ and Buyer’s (or, Except as disclosed in the case Section 3.5 of the Local BuyersSeller Disclosure Schedule, as of the Closing, each such Local Buyer’s) execution and delivery hereof and of the Ancillary Transaction Agreements to which they are by each Seller Party that is or will be a party does not, their respective performance of and compliance with their respective covenants and agreements hereunder and thereunder shall notthereto, and the consummation of the transactions contemplated hereby and thereby shall notthereby, including the Pre-Sale Transactions, by such Seller Party, do not and will not (i) violate conflict with any of the provisions of the Organizational Documents of Upper Holdings or Buyer (or any such Local Buyer, as of the Closing)Seller Parties, (ii) subject to making the Filings and obtaining matters referred to in the Consents contemplated by Section 3.3(b)next sentence, violate any Law or Order applicable to Upper Holdings, Buyer or their Subsidiaries or (iii) breachconflict with, result in the loss a breach of any benefit under, be a or default (or an event that, with or without notice or lapse of time, time or both, would be a default) under, result in give any contracting party the termination right to terminate, cancel or cancellation of accelerate or give rise to a right of termination or cancellation receive any payment under, accelerate the performance required by, or result in the creation of any Lien (other than a Permitted Lien) on any property, asset or right of any of the respective properties or assets of Upper Holdings or Buyer or their Subsidiaries Transferred Companies under, any Contract to which Upper Holdings or Buyer or their Subsidiaries a Seller Party is a party or by which (iii) subject to the matters referred to in the next sentence, contravene any asset of Upper Holdings or Buyer or their Subsidiaries is bound or affectedApplicable Law, which, in each the case of the foregoing clauses (ii) and (iii)) above, as has had or would not reasonably be expected to, individually or in the aggregate, (A) result in a Buyer Material Adverse Effect or (B) prevent, materially delay or materially impair Upper Holdings’ or Buyer’s or their applicable Affiliates’ ability to consummate the transactions contemplated hereby and thereby. (b) Upper Holdings’ and Buyer’s respective execution and delivery hereof and of the Ancillary Agreements to which they are a party does not (or, in the case of the Local Buyers, will not as of the Closing), their respective performance of and compliance with their respective covenants and agreements hereunder and thereunder shall not, and the consummation of the transactions contemplated hereby and thereby shall not, require Upper Holdings or Buyer or any of their Affiliates to make any Filing with or to, or to obtain any Consent of, any Governmental Authority, except for the following: (iii) the HSR Clearance and Filings in connection therewith; and (iv) any Filing or Consent the failure of which to make or receive would not reasonably be expected, individually or in the aggregate, to have a Buyer Material Adverse Effect Effect. No consent, approval or authorization of, or declaration or filing with, or notice to, any third-party or Governmental Entity is required by or with respect to preventany Seller Party in connection with the execution and delivery of the Transaction Agreements by the Seller Parties, materially delay or materially impede Upper Holdings’ or Buyer’s or any the consummation by the Seller Parties of their Affiliates’ ability to consummate the transactions contemplated hereby. hereby and thereby, except for (w) the filing required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (x) insurance law approvals, filings and notices set forth in Section 3.43.5 of the Seller Disclosure Schedule, (y) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 3.5 of the Seller Disclosure Schedule, and (z) such other consents, approvals, authorizations, declarations, filings or notices that if not obtained or made would not, individually or in the aggregate, reasonably be expected to be material to the Transferred Companies, taken as a whole.

Noncontravention; Consents. (a) Each of Upper Holdings’ and Buyer’s (or, Except as disclosed in the case Section 4.3 of the Local BuyersBuyer Disclosure Schedule, as of the Closing, each such Local Buyer’s) execution and delivery hereof and of the Ancillary Transaction Agreements to which they are by each Buyer Party that is or will be a party does not, their respective performance of and compliance with their respective covenants and agreements hereunder and thereunder shall not, thereto and the consummation of the transactions contemplated hereby and thereby shall not, by such Buyer Party do not and will not (i) violate conflict with any of the provisions of the Organizational Documents of Upper Holdings or any Buyer (or any such Local Buyer, as of the Closing)Party, (ii) subject to making the Filings and obtaining matters referred to in the Consents contemplated by Section 3.3(b)next sentence, violate any Law or Order applicable to Upper Holdings, Buyer or their Subsidiaries or (iii) breachconflict with, result in the loss a breach of any benefit under, be a or default (or an event that, with or without notice or lapse of time, time or both, would be a default) under, result in give any contracting party the termination right to terminate, cancel or cancellation of or give rise to accelerate a right of termination or cancellation under, accelerate the performance required bypayment, or result in the creation of any Lien (other than a Permitted Lien) on any property, right or asset of the respective properties or assets of Upper Holdings or Buyer or their any of its Subsidiaries under, any material Contract to which Upper Holdings or Buyer or their any of its Subsidiaries is a party or by which (iii) subject to the matters referred to in the next sentence, contravene any asset of Upper Holdings or Buyer or their Subsidiaries is bound or affectedApplicable Law, which, in each the case of the foregoing clauses (ii) and (iii)) above, as has had or would not reasonably be expected to, individually or in the aggregate, (A) result in a Buyer Material Adverse Effect or (B) prevent, materially delay or materially impair Upper Holdings’ or Buyer’s or their applicable Affiliates’ ability to consummate the transactions contemplated hereby and thereby. (b) Upper Holdings’ and Buyer’s respective execution and delivery hereof and of the Ancillary Agreements to which they are a party does not (or, in the case of the Local Buyers, will not as of the Closing), their respective performance of and compliance with their respective covenants and agreements hereunder and thereunder shall not, and the consummation of the transactions contemplated hereby and thereby shall not, require Upper Holdings or Buyer or any of their Affiliates to make any Filing with or to, or to obtain any Consent of, any Governmental Authority, except for the following: (iii) the HSR Clearance and Filings in connection therewith; and (iv) any Filing or Consent the failure of which to make or receive would not reasonably be expected, individually or in the aggregate, to have a Buyer Material Adverse Effect Effect. No material consent, approval or authorization of, or declaration or filing with, or notice to, any third party or Governmental Entity is required by or with respect to prevent, materially delay any Buyer Party in connection with the execution and delivery of the Transaction Agreements by the Buyer Parties or materially impede Upper Holdings’ or Buyer’s or the consummation by the Buyer Parties of any of their the transactions contemplated hereby and thereby, except for (w) the filing required under the HSR Act, (x) the insurance law approvals, filings or notices as are set forth in Section 4.3 of the Buyer Disclosure Schedule, (y) the such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 of the Buyer Disclosure Schedule and (z) such other consents, approvals, authorizations, declarations, filings or notices that if not obtained or made would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect. To the Knowledge of Buyer, no fact or circumstance relating to Buyer or its Affiliates exists that would render Buyer or its Affiliates’ ability , as applicable, unable promptly to obtain any approval, authorization or consent of any Governmental Entity required to be obtained to consummate the transactions contemplated hereby. Section 3.4by the Transaction Agreements.

Noncontravention; Consents. (a) Each of Upper Holdings’ and Buyer’s (or, Except as disclosed in the case Section 4.3 of the Local BuyersBuyer Disclosure Schedule, as of the Closing, each such Local Buyer’s) execution and delivery hereof and of the Ancillary Transaction Agreements to which they are by each Buyer Party that is or will be a party does not, their respective performance of and compliance with their respective covenants and agreements hereunder and thereunder shall notthereto, and the consummation of the transactions contemplated hereby and thereby shall not, by such Buyer Party do not and will not (i) violate conflict with any of the provisions of the Organizational Documents of Upper Holdings or any Buyer (or any such Local Buyer, as of the Closing)Party, (ii) subject to making the Filings and obtaining matters referred to in the Consents contemplated by Section 3.3(b)next sentence, violate any Law or Order applicable to Upper Holdings, Buyer or their Subsidiaries or (iii) breachconflict with, result in the loss a breach of any benefit under, be a or default (or an event that, with or without notice or lapse of time, time or both, would be a default) under, result in give any contracting party the termination right to terminate, cancel or cancellation of or give rise to a right of termination or cancellation accelerate any payment under, accelerate the performance required by, or result in the creation of any Lien (other than a Permitted Lien) on any property, asset or right of the respective properties or assets of Upper Holdings or Buyer or their any of its Subsidiaries under, any material Contract to which Upper Holdings or Buyer or their any of its Subsidiaries is a party or by which (iii) subject to the matters referred to in the next sentence, contravene any asset of Upper Holdings or Buyer or their Subsidiaries is bound or affectedApplicable Law, which, in each the case of the foregoing clauses (ii) and (iii)) above, as has had or would not reasonably be expected to, individually or in the aggregate, (A) result in a Buyer Material Adverse Effect or (B) prevent, materially delay or materially impair Upper Holdings’ or Buyer’s or their applicable Affiliates’ ability to consummate the transactions contemplated hereby and thereby. (b) Upper Holdings’ and Buyer’s respective execution and delivery hereof and of the Ancillary Agreements to which they are a party does not (or, in the case of the Local Buyers, will not as of the Closing), their respective performance of and compliance with their respective covenants and agreements hereunder and thereunder shall not, and the consummation of the transactions contemplated hereby and thereby shall not, require Upper Holdings or Buyer or any of their Affiliates to make any Filing with or to, or to obtain any Consent of, any Governmental Authority, except for the following: (iii) the HSR Clearance and Filings in connection therewith; and (iv) any Filing or Consent the failure of which to make or receive would not reasonably be expected, individually or in the aggregate, to have a Buyer Material Adverse Effect Effect. No consent, approval or authorization of, or declaration or filing with, 50 or notice to, any third party or Governmental Entity is required by or with respect to prevent, materially delay any Buyer Party in connection with the execution and delivery of the Transaction Agreements by the Buyer Parties or materially impede Upper Holdings’ or Buyer’s or the consummation by the Buyer Parties of any of the transactions contemplated hereby and thereby, except for (x) the filing required under the HSR Act, (y) insurance law approvals, filings and notices set forth in Section 4.3 of the Buyer Disclosure Schedule and (z) such other consents, approvals, authorizations, declarations, filings or notices which if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. To the Knowledge of Buyer, no fact or circumstance relating to Buyer or its Affiliates (including their plans for funding the purchase of the Shares or financing or operating the Company after the Closing) exists that would render Buyer or its Affiliates’ ability , as applicable, unable promptly to obtain any approval, authorization or consent of any Governmental Entity required to be obtained to consummate the transactions contemplated hereby. Section 3.4by the Transaction Agreements.

Noncontravention; Consents. (a) Each of Upper Holdings’ and Buyer’s (or, Except as disclosed in the case Section 3.5 of the Local BuyersSeller Disclosure Schedule, as of the Closing, each such Local Buyer’s) execution and delivery hereof and of the Ancillary Transaction Agreements to which they are by each Seller Signatory that is or will be a party does not, their respective performance of and compliance with their respective covenants and agreements hereunder and thereunder shall notthereto, and the consummation of the transactions contemplated hereby and thereby shall notthereby, including the Pre-Sale Transactions, by such Seller Signatory, do not and will not (i) violate conflict with any of the provisions of the Organizational Documents of Upper Holdings or Buyer (or any such Local Buyer, as of the Closing)Seller Signatories, (ii) subject to making the Filings and obtaining matters referred to in the Consents contemplated by Section 3.3(b)next sentence, violate any Law or Order applicable to Upper Holdings, Buyer or their Subsidiaries or (iii) breachconflict with, result in the loss a breach of any benefit under, be a or default (or an event that, with or without notice or lapse of time, time or both, would be a default) under, result in the termination or cancellation of or give rise to a right of termination termination, acceleration or cancellation or a right to receive payment under, accelerate the performance required by, or result in the creation of any Lien (other than a Permitted Lien) on any property, asset or right of the respective properties or assets of Upper Holdings or Buyer or their Subsidiaries Companies under, any Contract to which Upper Holdings or Buyer or their Subsidiaries a Seller Signatory is a party party, or by which any asset of Upper Holdings or Buyer or their Subsidiaries is bound or affected, in each case of the foregoing clauses (ii) and (iii), as would not reasonably be expected to, individually or ) subject to the matters referred to in the aggregatenext sentence, (A) result contravene any Applicable Law in a Buyer Material Adverse Effect or (B) preventany material respect, materially delay or materially impair Upper Holdings’ or Buyer’s or their applicable Affiliates’ ability to consummate the transactions contemplated hereby and thereby. (b) Upper Holdings’ and Buyer’s respective execution and delivery hereof and of the Ancillary Agreements to which they are a party does not (orwhich, in the case of the Local Buyersclause (ii) above, will not as of the Closing), their respective performance of and compliance with their respective covenants and agreements hereunder and thereunder shall not, and the consummation of the transactions contemplated hereby and thereby shall not, require Upper Holdings has had or Buyer or any of their Affiliates to make any Filing with or to, or to obtain any Consent of, any Governmental Authority, except for the following: (iii) the HSR Clearance and Filings in connection therewith; and (iv) any Filing or Consent the failure of which to make or receive would not reasonably be expected, individually or in the aggregate, to have a Buyer Material Adverse Effect Effect. No consent, approval or authorization of, or declaration or filing with, or notice to, any third-party or Governmental Entity is required by or with respect to preventany Seller Signatory in connection with the execution and delivery of the Transaction Agreements by the Seller Signatories, materially delay or materially impede Upper Holdings’ or Buyer’s or any the consummation by the Seller Signatories of their Affiliates’ ability to consummate the transactions contemplated hereby. hereby and thereby, except for (w) the filing required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (x) insurance law approvals, filings and notices set forth in Section 3.43.5 of the Seller Disclosure Schedule, (y) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 3.5 of the Seller Disclosure Schedule (including any consents, approvals, authorizations, declaration, filings or notices required for purposes of permitting AIC to provide the transitional services and to perform its other obligations and duties under the Transition Services Agreement) or (z) such other consents, approvals, authorizations, declarations, filings or notices that if not obtained or made would not, individually or in the aggregate, reasonably be expected to be material to the Companies, taken as a whole.

Noncontravention; Consents. (a) Each of Upper Holdings’ Except as set forth in Schedule 3.3(a) and Buyer’s (or, in the case assuming receipt of the Local Buyersconsents described in Schedule 3.3(b), as of the Closing, each such Local Buyer’s) execution and delivery hereof by each Seller Party of this Agreement and of all documents contemplated hereunder to be executed and delivered by the Ancillary Agreements to which they are or will be a party does not, their respective performance of and compliance with their respective covenants and agreements hereunder and thereunder shall Seller Parties do not, and the consummation of the transactions Transactions contemplated hereby hereunder and thereby shall notthereunder and compliance by the Seller Parties with the provisions hereof and thereof will not conflict with, (i) violate the Organizational Documents of Upper Holdings or Buyer (or any such Local Buyer, as of the Closing), (ii) subject to making the Filings and obtaining the Consents contemplated by Section 3.3(b), violate any Law or Order applicable to Upper Holdings, Buyer or their Subsidiaries or (iii) breach, result in the loss of any benefit underviolation of, be a or default (or an event that, with or without notice or lapse of time, time or both, would be a default) under, result in the termination or cancellation of or give rise to a right of termination termination, cancellation or cancellation acceleration of, any material contractual obligation (including any right of any third party to purchase or be offered the opportunity to purchase any Property as a condition to the Transactions), or to a material loss of a benefit under, accelerate the performance required by, or result in the creation of any Lien on upon the Purchased Interests, any Property or any other asset of a Purchased Entity under: (i) the respective properties Organizational Documents of any Seller Party, any Purchased Entity or assets of Upper Holdings or Buyer or their Subsidiaries underany Affiliate thereof, (ii) any Contract to which Upper Holdings or Buyer or their Subsidiaries a Seller Party is a party or by which its properties or assets are bound, (iii) any asset of Upper Holdings Material Contract, Lease or Buyer Ground Lease to which a Purchased Entity is a party or their Subsidiaries is bound by which the Properties are bound, or affected(iv) any judgment, order, decree, statute, law, including the common law, ordinance, rule or regulation (collectively, “Laws”) applicable to any Seller Party or Purchased Entity or its Properties, other than, in each the case of the foregoing clauses (ii), (iii) and (iiiiv), as would not reasonably be expected toany such conflicts, violations, defaults, terminations, cancellations, accelerations, material losses or Liens that, individually or in the aggregate, (A) result in a Buyer Material Adverse Effect or (B) prevent, materially delay or materially impair Upper Holdings’ or Buyer’s or their applicable Affiliates’ ability to consummate the transactions contemplated hereby and thereby. (b) Upper Holdings’ and Buyer’s respective execution and delivery hereof and of the Ancillary Agreements to which they are a party does not (or, in the case of the Local Buyers, will not as of the Closing), their respective performance of and compliance with their respective covenants and agreements hereunder and thereunder shall not, and the consummation of the transactions contemplated hereby and thereby shall not, require Upper Holdings or Buyer or any of their Affiliates to make any Filing with or to, or to obtain any Consent of, any Governmental Authority, except for the following: (iii) the HSR Clearance and Filings in connection therewith; and (iv) any Filing or Consent the failure of which to make or receive would not reasonably be expected, individually or in the aggregate, expected to have a Buyer Material Adverse Effect or to prevent, materially delay or materially impede Upper Holdings’ or Buyer’s or any of their Affiliates’ ability to consummate the transactions contemplated hereby. Section 3.4Effect.

Noncontravention; Consents. (a) Each of Upper Holdings’ and Buyer’s (or, Except for such filings as may be required under the HSR Act or as disclosed in the case Section 4.3 of the Local BuyersBuyer Disclosure Schedule, as of the Closing, each such Local Buyer’s) execution and delivery hereof and of the Ancillary Transaction Agreements to which they are by each Buyer Party that is or will be a party does not, their respective performance of and compliance with their respective covenants and agreements hereunder and thereunder shall not, thereto and the consummation and performance of the transactions contemplated hereby thereby by such Buyer Party do not and thereby shall not, will not (i) violate conflict with any of the provisions of the Organizational Documents of Upper Holdings or any Buyer (or any such Local Buyer, as of the Closing)Party, (ii) subject to making the Filings and obtaining matters referred to in the Consents contemplated by Section 3.3(b)next sentence, violate any Law or Order applicable to Upper Holdings, Buyer or their Subsidiaries or (iii) breachconflict with, result in the loss a breach of any benefit under, be a or default (or an event that, with or without notice or lapse of time, time or both, would be a default) under, result in the termination or cancellation of or give rise to a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien (other than a Permitted Lien) on any property, asset or right of the respective properties any Buyer Party or assets any of Upper Holdings or Buyer or their its Subsidiaries under, any Contract contract to which Upper Holdings any Buyer Party or Buyer or their any of its Subsidiaries is a party or by which (iii) subject to the matters referred to in the next sentence, contravene any asset of Upper Holdings or Buyer or their Subsidiaries is bound or affectedApplicable Law, which, in each the case of the foregoing clauses (ii) and (iii)) above, would materially impair the ability of Buyer to consummate and perform the transactions contemplated by the Transaction Agreements. No consent, approval or authorization of, or declaration or filing with, or notice to, any Governmental Entity is required by or with respect to any Buyer Party in connection with the execution and delivery of the Transaction Agreements by the Buyer Parties or the consummation and performance by the Buyer Parties of any of the transactions contemplated thereby, except for (i) such filings as may be required under the HSR Act, (ii) such consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 4.3 of the Buyer Disclosure Schedule and (iii) such other consents, approvals, authorizations, declarations, filings or notices which if not obtained or made would not reasonably be expected tonot, individually or in the aggregate, (A) result in a Buyer Material Adverse Effect or (B) prevent, materially delay or materially impair Upper Holdings’ or Buyer’s or their applicable Affiliates’ the ability of Buyer to consummate and perform the transactions contemplated hereby and thereby. (b) Upper Holdings’ and Buyer’s respective execution and delivery hereof and of by the Ancillary Agreements to which they are a party does not (or, in the case of the Local Buyers, will not as of the Closing), their respective performance of and compliance with their respective covenants and agreements hereunder and thereunder shall not, and the consummation of the transactions contemplated hereby and thereby shall not, require Upper Holdings or Buyer or any of their Affiliates to make any Filing with or to, or to obtain any Consent of, any Governmental Authority, except for the following: (iii) the HSR Clearance and Filings in connection therewith; and (iv) any Filing or Consent the failure of which to make or receive would not reasonably be expected, individually or in the aggregate, to have a Buyer Material Adverse Effect or to prevent, materially delay or materially impede Upper Holdings’ or Buyer’s or any of their Affiliates’ ability to consummate the transactions contemplated hereby. Section 3.4Transaction Agreements.