Common use of Violation of Other Instruments and No Defaults Clause in Contracts

Violation of Other Instruments and No Defaults. Except as set forth on Schedule 4.1(d), none of the execution and delivery of this Agreement or any other document required to be delivered by the Seller in connection herewith, the fulfillment or compliance with any of the terms hereof or thereof or the consummation of the transactions contemplated hereby or thereby does or will, with or without the giving of notice and/or the passage of time, violate, conflict with or constitute a breach of or a default under (i) any Contract (whether or not in writing) to which the Seller or any of its Subsidiaries is a party or any of its or their respective Properties are subject, (ii) the certificate of incorporation or bylaws of the Seller or any of its Subsidiaries or (iii) any Law to which the Seller or any of its Subsidiaries is subject; nor will such execution, delivery, fulfillment, compliance or consummation result either in acceleration in the time for performance of any obligation of the Seller relating to or affecting any of the Transferred Assets or the Assumed Liabilities or in the creation of any Lien upon any of the Transferred Assets other than Liens in favor of the Buyer; provided, however, that the representation made in clause (i) above shall be conditioned on the delivery of the notices, reports or filings and the receipt of the Consents, in each case, that are set forth on Schedule 4.1(e), it being understood that those Consents set forth on Schedule 3.2(c) shall be obtained prior to the Closing Date unless waived by the Buyer.

Violation of Other Instruments and No Defaults. Except as set forth on Schedule 4.1(d), none None of the execution and delivery of this Agreement or any other document required to be delivered by the Seller CPLC in connection herewith, the fulfillment or compliance with any of the terms hereof or thereof or the consummation of the transactions contemplated hereby or thereby does or will, with or without the giving of notice and/or the passage of time, violate, conflict with or constitute a breach of or a default under (i) any Contract (whether or not in writing) to which the Seller or any of its Subsidiaries CPLC is a party or any of its or their respective Properties are is subject, (ii) the CPLC's certificate of incorporation or bylaws of the Seller or any of its Subsidiaries bylaws, or (iii) any Law to which the Seller or any of its Subsidiaries CPLC is subject; nor will such execution, delivery, fulfillment, compliance or consummation result either in acceleration in the time for performance of any obligation of the Seller relating to or affecting any of the Transferred Assets or the Assumed Liabilities CPLC or in the creation of any Lien upon any of the Transferred Assets other than Liens in favor of the Buyer; provided, however, that the representation made in clause (i) above shall be conditioned on the delivery of the notices, reports or and filings and the receipt of the Consents, in each case, that are set forth on Schedule 4.1(e4.2(e), it being understood that those Consents set forth on Schedule 3.2(c) shall be obtained prior to the Closing Date unless waived by the Buyer.