Common use of Conflicts and Consents Clause in Contracts

Conflicts and Consents. Assuming, (i) the entry of the Approval Order, (ii) compliance with the requirements of the HSR Act, if any, and (iii) obtaining the Consents set forth on Schedule 5.3, none of the execution and delivery of, or the performance of the obligations under, this Agreement and all other agreements, documents and instruments contemplated in connection with this Agreement to be executed and delivered by Buyer and the consummation by Buyer of the transactions contemplated hereby and thereby, will (a) materially conflict with or result in a material breach of the organizational documents of Buyer, (b) conflict with or result in a breach or default, or give rise to any right of acceleration, payment, amendment, cancellation or termination, under any agreement or other instrument to which Buyer is a party or by which Buyer or any of its respective properties or assets is bound, or (c) violate any Law applicable to Buyer or any of its respective properties or assets, except, with respect to clauses (b) and (c), such conflicts, breaches, defaults or violations that would not reasonably be expected to materially impair Buyer=s ability to consummate the transactions contemplated hereby. Except (A) the entry of the Approval Order, (B) filings required pursuant to the HSR Act, if any, and (C) the Consents set forth on Schedule 5.3, no material Consent from any Person is required in connection with this Agreement and all other agreements, documents and instruments contemplated in connection with this Agreement and the consummation by Buyer of the transactions contemplated hereby and thereby.

Conflicts and Consents. Assuming, (i) the entry of the Approval Order, (ii) compliance with the requirements of the HSR ActAct and ISRA, if any, and (iii) obtaining the Consents set forth on Schedule 5.34.3, none of the execution and delivery of, or the performance of the obligations under, this Agreement and all other agreements, documents and instruments contemplated in connection with this Agreement to be executed and delivered by Buyer Seller and the consummation by Buyer Seller of the transactions contemplated hereby and thereby, will (a) materially conflict with or result in a material breach of the certificate of formation, operating agreement or other organizational documents document of BuyerSeller, (b) conflict with or result in a breach or default, or give rise to any right of acceleration, payment, amendment, cancellation or termination, under any agreement or other instrument to which Buyer Seller is a party or by which Buyer Seller or any of its respective properties or assets is bound, or (c) violate any Law applicable to Buyer Seller or any of its respective properties or assets, except, with respect to clauses (b) and (c), such conflicts, breaches, defaults or violations that would not reasonably be expected to materially impair Buyer=s ability to consummate the transactions contemplated herebyhave a Material Adverse Effect. Except (A) the entry of the Approval Order, (B) filings or approvals required pursuant to the HSR ActAct and ISRA, if any, and (C) the Consents set forth on Schedule 5.34.3, no material Consent from any Person Person, the absence of which would reasonably be expected to have a Material Adverse Effect, is required in connection with this Agreement and all other agreements, documents and instruments contemplated in connection with this Agreement and the consummation by Buyer Seller of the transactions contemplated hereby and thereby.