Common use of Absence of Restrictions and Conflicts Clause in Contracts

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Sellers of this Agreement, the other Transaction Documents and the Sellers Ancillary Documents and the consummation of the transactions contemplated hereby and thereby: (a) will not create in any third party the right to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, the other Transaction Documents and the Sellers Ancillary Documents and (b) do not or will not (as the case may be) violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (i) any term or provision of the Governing Documents of the Sellers or the Companies, (ii) any Company Contract (defined below) or any permit, franchise, License or other instrument applicable to the Companies, if the breach, default, loss, or acceleration would be reasonably likely to have a Material Adverse Effect on the Company, (iii) any judgment, decree or order of any court or Governmental Entity or agency to which the Sellers or the Companies are a party or by which the Sellers or the Companies or any of their respective properties are bound, or (iv) assuming the permits/approvals specified in Schedule 4.24 are promptly obtained, any Law or arbitration award applicable to the Companies.

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Sellers of this Agreement, the other Transaction Documents Agreement and the Sellers Seller Ancillary Documents to which such Seller is a party, and the consummation of the transactions contemplated hereby and thereby: (a) will not create , in any third party the right to preventeach case, enjoin or otherwise delay the transactions contemplated by this Agreementsuch Seller, the other Transaction Documents and the Sellers Ancillary Documents and (b) do not or will not not: (as the case may bea) if such Seller is a legal entity, violate or conflict withwith the organizational documents of such Seller; (b) require such Seller to obtain any consents, constitute a approvals, authorizations or actions of, or make any filings with or give any written notices to (i) any Governmental Entity or (ii) any other Person with respect to any Contract or material Permit applicable to the Company or the Business, in each case, except as set forth on Schedule 4.3(b) (the “Seller Consents and Notices”); (c) assuming the Seller Consents and Notices are obtained or made, violate, result in the breach of or default underany of the terms and conditions of, result in the loss of any material benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, or constitute (i) any term or provision with the passing of the Governing Documents of the Sellers time or the Companiesgiving of notice or both) a default under, (ii) any Company material Permit or Contract (defined below) or any permit, franchise, License or other instrument applicable to the Companies, if the breach, default, loss, or acceleration would be reasonably likely to have a Material Adverse Effect on the Company, (iii) any judgment, decree or order of any court or Governmental Entity or agency to which the Sellers or the Companies are such Seller is a party or by which the Sellers such Seller or the Companies Interests held by such Seller are bound, except as set forth on Schedule 4.3(c); or (d) if the Seller Consents and Notices are obtained or made, violate or result in the breach of any (i) Order to which such Seller is subject or a party or to which any of their respective its properties are bound, or (ivii) assuming the permits/approvals specified in Schedule 4.24 are promptly obtained, any Law or arbitration award Laws applicable to the CompaniesSeller.

Absence of Restrictions and Conflicts. The Except for the filings, permits and Consents as may be required under, and other applicable requirements of the HSR Act, Foreign Antitrust Laws and the Exchange Act, the execution, delivery and performance by each of the Sellers of this Agreement, the other Transaction Documents Agreement and the Sellers Shareholder Ancillary Documents and to which such Seller is a party, the consummation of the transactions contemplated hereby and thereby: (a) will not create in any third party thereby and the right to preventfulfillment of, enjoin or otherwise delay the transactions contemplated by this Agreementand compliance with, the other Transaction Documents terms and conditions hereof and thereof by the Sellers Ancillary Documents and (b) do not or will shall not (as the case may be) ), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, or result in the creation of any Lien upon any of the properties or assets of any Seller under (ia) any term or provision of the Governing Documents of the Sellers or the Companiescontract, (ii) any Company Contract (defined below) or any agreement, permit, franchise, License license or other instrument applicable to the Companies, if the breach, default, loss, or acceleration would be reasonably likely to have a Material Adverse Effect on the Companyany Seller, (iiib) any judgment, decree or order of any court or Governmental Entity or agency to which the Sellers or the Companies are any Seller is a party or by which the Sellers or the Companies any Seller or any of their respective its properties are bound, bound or (ivc) assuming the permits/approvals specified in Schedule 4.24 are promptly obtained, any Law or arbitration award applicable to any Seller, in each case, except for such violations, conflicts, breaches or defaults, losses or Liens that, individually or in the Companiesaggregate, would not reasonably be expected to have a Material Adverse Effect.

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Sellers of this Agreement, the other Transaction Documents and the Sellers Ancillary Documents and the consummation of the transactions contemplated hereby and thereby: (a) will not create in any third party the right to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, the other Transaction Documents and the Sellers Ancillary Documents and (b) do not or will not (as the case may be) violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (i) any term or provision of the Governing Documents of the Sellers or the Companies, (ii) any Company Contract (defined below) or any permit, franchise, License or other instrument applicable to the Companies, if the breach, default, loss, or acceleration would be reasonably likely to have a Material Adverse Effect on the Company, (iii) any judgment, decree or order of any court or Governmental Entity or agency to which the Sellers or the Companies are a party or by which the Sellers or the Companies or any of their respective properties are bound, or (iv) assuming the permits/approvals specified in Schedule 4.24 3.24 are promptly obtained, any Law or arbitration award applicable to the Companies.

Absence of Restrictions and Conflicts. The execution, execution and delivery and performance by the Sellers each Seller of this Agreement, the other Transaction Documents Agreement and the Sellers Company Ancillary Documents to which such Seller is a party does not, and the consummation performance of the transactions contemplated hereby such Seller’s obligations hereunder and thereby: thereunder will not, (a) will not create in to the Knowledge of such Seller, conflict with or violate any third party the right Law applicable to preventsuch Seller (with or without notice or lapse of time or both), enjoin or otherwise delay the transactions contemplated by this Agreementwhich any of such Seller’s properties or assets is bound, the other Transaction Documents and the Sellers Ancillary Documents and (b) do not or will not (as to the case may be) Knowledge of such Seller, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, (i) any term or provision of the Governing Documents of the Sellers or the Companiescontract, (ii) any Company Contract (defined below) or any will, agreement, permit, franchise, License license or other instrument applicable to the Companies, if the breach, default, losssuch Seller, or acceleration would be reasonably likely to have a Material Adverse Effect on the Company, (iiiii) any judgment, decree or order Order of any court or Governmental Entity or agency to which the Sellers or the Companies are such Seller is a party or by which the Sellers or the Companies or any of their respective such Seller’s properties are bound, or (ivc) assuming the permits/approvals specified in Schedule 4.24 are promptly obtained, conflict with or violate any Law or arbitration award applicable to such Seller, except with respect to clauses (a) and (b) above, for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the Companiesaggregate reasonably be expected to result in a Purchaser Material Adverse Effect.

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Sellers of this Agreement, the other Transaction Documents Agreement and the Sellers Seller Ancillary Documents and Documents, the consummation of the transactions contemplated hereby and thereby: (a) will not create in any third party the right to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement, Agreement and the other Transaction Seller Ancillary Documents and the Sellers fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents and (b) do not or will not (shall not, as the case may be) , with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party Person the right to terminate, modify or cancel, or otherwise require any action, consent, approval, order, authorization, registration, declaration or filing with respect to, (ia) any term or provision of the Governing Documents charter documents of the Sellers Seller, (b) except as indicated on any schedule any Assumed Contract or any other Contract applicable to Seller or the CompaniesBusiness, (ii) any Company Contract (defined below) or any permit, franchise, License or other instrument applicable to the Companies, if the breach, default, loss, or acceleration would be reasonably likely to have a Material Adverse Effect on the Company, (iiic) any judgment, decree or order of any court or Governmental Entity or agency to which the Sellers or the Companies are Seller is a party or by which the Sellers or the Companies Business or any of their respective properties the Purchased Assets are bound, bound or (ivd) assuming the permits/approvals specified in Schedule 4.24 are promptly obtainedany Permit, any Law or arbitration award of any Governmental Entity applicable to Seller or the CompaniesBusiness. To the knowledge of Seller there are no facts or circumstances that might delay, impede or prevent any Person in obtaining any approval, consent, license and authorization contemplated by this Agreement.

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Sellers of this Agreement, the other Transaction Documents Agreement and the Sellers Company Ancillary Documents Documents, and the consummation of the transactions contemplated hereby and thereby: (a) will not create , in any third party each case, by the right to preventCompany, enjoin or otherwise delay the transactions contemplated by this Agreement, the other Transaction Documents and the Sellers Ancillary Documents and (b) do not or will not shall not: (as the case may bea) violate or conflict withwith the organizational documents of the Company; (b) require the Company to obtain any consents, constitute a approvals, authorizations or actions of, or make any filings with or give any written notices to (i) any Governmental Entity or (ii) any other Person with respect to any Contract or any Material Permit applicable to the Company or the Business, in each case, except as set forth on Schedule 5.3(b) (the “Company Consents and Notices”); (c) assuming the Company Consents and Notices are obtained or made, violate, result in the breach of or default underany of the terms and conditions of, result in the loss of any material benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel, or constitute (with the passing of time or the giving of notice or both) a default under, any Material Permit or Contract, except as set forth on Schedule 5.3(c); or (d) if the Company Consents and Notices are obtained or made, violate or result in the breach of any (i) any term or provision of the Governing Documents of the Sellers or the Companies, (ii) any Company Contract (defined below) or any permit, franchise, License or other instrument applicable to the Companies, if the breach, default, loss, or acceleration would be reasonably likely to have a Material Adverse Effect on the Company, (iii) any judgment, decree or order of any court or Governmental Entity or agency Order to which the Sellers Company or the Companies are Business is subject or a party or by to which the Sellers or the Companies or any of their respective properties are bound, or (ivii) assuming the permits/approvals specified in Schedule 4.24 are promptly obtained, any Law or arbitration award Laws applicable to the CompaniesCompany, any of its Subsidiaries or the Business.