Common use of Conflicts; Consents of Third Parties Clause in Contracts

Conflicts; Consents of Third Parties. (a) Except as set forth on Company Disclosure Schedule 4.3(a), and assuming the Company Unitholder Approval is obtained and the filings and actions referred to in Sections 4.3(b)(ii)(A) & (B) are made to the extent necessary and the related regulatory requirements are satisfied, none of the execution and delivery by the Company of this Agreement or by the Company of the Company Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Company with any of the provisions hereof or thereof will conflict with, or result in any violation or breach of, or conflict with or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of the Company under, any provision of (i) the operating agreement of the Company; (ii) any Purchased Contract or Permit to which the Company is a party or by which any of the properties or assets of the Company are bound, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company; (iii) any Order applicable to the Company or by which any of the properties or assets of the Company are bound; or (iv) any applicable Law, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (b) No consent, waiver, approval, Permit or authorization of or filing with, or notification to, any Person or Governmental Authority is required on the part of the Company in connection with (i) the execution and delivery of this Agreement or the Company Documents, the compliance by the Company with any of the provisions hereof and thereof, the consummation of the transactions contemplated hereby and thereby or the taking by the Company of any other action contemplated hereby or thereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of the Company, except (A) for the filing with the SEC of the Form S-4, the Joint Proxy Statement and other filings required under, and compliance with other applicable requirements of, the Securities Act and the Exchange Act, (B) for filings required under and compliance with the applicable requirements of the HSR Act, (C) as set forth on Company Disclosure Schedule 4.3(b) and (D) as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Conflicts; Consents of Third Parties. (a) Except as set forth on Company Disclosure Schedule 4.3(a4.4(a), and assuming the Company Unitholder Approval is obtained and the filings and actions referred to in Sections 4.3(b)(ii)(A4.4(b)(ii)(A) & (B) are made to the extent necessary and the related regulatory requirements are satisfied, none of the execution and delivery by the Company of this Agreement or by the Company of the Company Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Company with any of the provisions hereof or thereof will conflict with, or result in any violation or breach of, or conflict with or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of the Company under, any provision of (i) the operating agreement of the Company; (ii) any Purchased Contract or Permit to which the Company is a party or by which any of the properties or assets of the Company are bound, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company; (iii) any Order applicable to the Company or by which any of the properties or assets of the Company are bound; or (iv) any applicable Law, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (b) No consent, waiver, approval, Permit or authorization of or filing with, or notification to, any Person or Governmental Authority is required on the part of the Company in connection with (i) the execution and delivery of this Agreement or the Company Documents, the compliance by the Company with any of the provisions hereof and thereof, the consummation of the transactions contemplated hereby and thereby or the taking by the Company of any other action contemplated hereby or thereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of the Company, except (A) for the filing with the SEC of the Form S-4, the Joint Proxy Statement and other filings required under, and compliance with other applicable requirements of, the Securities Act and the Exchange Act, (B) for filings required under and compliance with the applicable requirements of the HSR Act, (C) as set forth on Company Disclosure Schedule 4.3(b4.4(b) and (D) as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Conflicts; Consents of Third Parties. (a) Except as set forth on Company Disclosure Schedule 4.3(a), and assuming the Company Unitholder Approval is obtained and the filings and actions referred to in Sections 4.3(b)(ii)(A) & (B) are made to the extent necessary and the related regulatory requirements are satisfied, none of the execution and delivery by the Company of this Agreement or by the Company of the Company Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Company with any of the provisions hereof or thereof will conflict with, or result in any violation or breach of, or conflict with or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of the Company under, any provision of (i) the operating agreement of the Company; (ii) any Purchased Contract or Permit to which the Company is a party or by which any of the properties or assets of the Company are bound, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company; (iii) any Order applicable to the Company or by which any of the properties or assets of the Company are bound; or (iv) any applicable Law, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (b) No consent, waiver, approval, Permit or authorization of or filing with, or notification to, any Person or Governmental Authority is required on the part of the Company in connection with (i) the execution and delivery of this Agreement or the Company Documents, the compliance by the Company with any of the provisions hereof and thereof, the consummation of the transactions contemplated hereby and thereby or the taking by the Company of any other action contemplated hereby or thereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of the Company, except (A) for the filing with the SEC of the Form S-4, the Joint Proxy Statement and other filings required under, and compliance with other applicable requirements of, the Securities Act and the Exchange Act, (B) for filings required under and compliance with the applicable requirements of the HSR Act, (C) as set forth on Company Disclosure Schedule 4.3(b) and (D) as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Conflicts; Consents of Third Parties. (a) Except as set forth on Company Disclosure Schedule 4.3(a), and assuming the Company Unitholder Approval is obtained and the filings and actions referred to in Sections 4.3(b)(ii)(A) & (B) are made to the extent necessary and the related regulatory requirements are satisfied, none None of the execution and delivery by the Company Seller of this Agreement or by the Company of the Company Documentsany other Seller Document, the consummation of the transactions contemplated hereby or thereby, or compliance by the Company Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or breach of, or conflict with or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the to loss of a material benefit under, or give rise to any obligation of the Company Seller to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens Encumbrances upon any of the properties or assets of the Company under, under any provision of (i) the operating agreement Governing Documents of the CompanyCompany or Seller; (ii) any Purchased Contract Contract, or Permit to which the Company or Seller is a party or by which any of the properties or assets of the Company are bound, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company; (iii) any Order of any court, Governmental Authority or arbitrator applicable to the Company or by which Seller or any of the properties or assets of the Company are boundas of the date hereof; or (iv) any applicable Law, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (b) No consent, waiver, approval, Order, Permit or authorization of of, or declaration or filing with, or notification to, any Person or Governmental Authority is required on the part of the Company Seller in connection with (i) the execution and delivery of this Agreement or the Company Seller Documents, or the compliance by the Company Seller with any of the provisions hereof and or thereof, the consummation of the transactions contemplated hereby and thereby or the taking by the Company Seller of any other action contemplated hereby or thereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract or Permit of the Company, except (A) for the filing with the SEC of the Form S-4, the Joint Proxy Statement and other filings required under, and compliance with other applicable requirements of, the Securities Act and the Exchange Act, (B) for filings required under and compliance with the applicable requirements of the HSR Act, (C) as set forth on Company Disclosure Schedule 4.3(b) and (D) as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Conflicts; Consents of Third Parties. (a) Except as set forth on Company Disclosure Schedule 4.3(a), and assuming the Company Unitholder Approval is obtained and the filings and actions referred to in Sections 4.3(b)(ii)(A) & (B) are made to the extent necessary and the related regulatory requirements are satisfied, none of the The execution and delivery by the Company Seller of this Agreement or by the Company of the Company Seller Documents, the consummation of the transactions contemplated hereby or thereby, or the compliance by the Company Seller with any of the provisions hereof or thereof will not conflict with, or result in any violation of or breach of, or conflict with or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the to loss of a material benefit under, or give rise to any obligation of the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of the Company under, any provision of (i) the operating agreement certificate of incorporation and bylaws of the Company; (ii) any Purchased Contract or Permit to which the Company is a party or by which any of the properties or assets of Business or the Company are bound, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company; (iii) any Order of any Governmental Body applicable to the Company Business or by which the Company, or any of the properties or assets of the Business, or the Company are boundas of the date hereof; or (iv) any applicable Law, except as could not reasonably be expected to haveother than, individually or in the aggregatecase of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations, that would not have a Material Adverse Effect with respect to the CompanyEffect. (b) No consent, waiver, approvalOrder, Permit or authorization of of, or declaration or filing with, or notification to, any Person or Governmental Authority Body is required on the part of the Company in connection with (i) the execution and delivery of this Agreement or the Company Seller Documents, the compliance by the Company Seller with any of the provisions hereof and thereofhereof, or the consummation of the transactions contemplated hereby and thereby or the taking by the Company of any other action contemplated hereby or therebyhereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Permit or Contract or Permit of the Company, except (A) for the filing with the SEC of the Form S-4, the Joint Proxy Statement and other filings required under, and compliance with other applicable requirements of, the Securities Act and the Exchange Act, (B) for filings required under and compliance with the applicable requirements of the HSR Act, (C) as set forth on Company Disclosure Schedule 4.3(b) and (D) as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company.

Conflicts; Consents of Third Parties. (a) Except as set forth on Company Disclosure Schedule 4.3(a), and assuming the Company Unitholder Approval is obtained and the filings and actions referred to in Sections 4.3(b)(ii)(A) & (B) are made to the extent necessary and the related regulatory requirements are satisfied, none None of the execution and delivery by the Company of this Agreement or by the Company of the Company Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Company with any of the provisions hereof or thereof will conflict with, or result in any violation or breach of, or conflict with or cause a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or give rise to any obligation of the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of the Company under, any provision of (i) the operating agreement of the Company; (ii) any Purchased Contract or Permit to which the Company is a party or by which any of the properties or assets of the Company are bound, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company; (iii) any Order applicable to the Company or by which any of the properties or assets of the Company are bound; or (iv) any applicable Law, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. (b) No consent, waiver, approval, Permit or authorization of or filing with, or notification to, any Person or Governmental Authority is required on the part of the Company in connection with (i) the execution and delivery of this Agreement or the Company Documents, the compliance by the Company with any of the provisions hereof and thereof, the consummation of the transactions contemplated hereby and thereby or the taking by the Company of any other action contemplated hereby or thereby, or (ii) the continuing validity and effectiveness immediately following the Closing of any Contract or Permit of the Company, except (A) for the filing with the SEC of the Form S-4, the Joint Proxy Statement and other filings required under, and compliance with other applicable requirements of, the Securities Act and the Exchange Act, (B) the approval by the Bankruptcy Court (which includes the opportunity for filings required under a vote by creditors and compliance with the applicable requirements of the HSR Act, (C) as set forth on Company Disclosure Schedule 4.3(b) and (D) as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Companycertain other specified parties).

Conflicts; Consents of Third Parties. (a) Except as set forth on Company Disclosure Schedule 4.3(a), and assuming the Company Unitholder Approval is obtained and the filings and actions referred to in Sections 4.3(b)(ii)(A) & (B) are made to the extent necessary and the related regulatory requirements are satisfied, none of the execution and delivery by the Company of this Agreement or by the Company of the Company Documents, the consummation of the transactions contemplated hereby or therebyTransactions, or compliance by the Company with any of the provisions hereof or thereof will will: (i) conflict with, or result in any violation or breach of, or conflict with or cause a default (with or without notice or lapse of time, or both), (ii) under, or give rise to a right of termination, cancellation cancellation, or acceleration of any obligation or the loss of a material benefit underbenefit, or (iii) give rise to any obligation of the Company to make any payment under, or to the increasedincrease, additionalaccelerate, accelerated or guaranteed guarantee any rights or entitlements of any Person underPerson, or (iv) result in the creation of any Liens upon any of the properties or assets of the Company underCompany, in each case, under or pursuant to, as applicable, any provision of (iA) the operating agreement articles of incorporation (and any articles of amendment) and bylaws or comparable organizational documents of the Company; , (iiB) any Purchased Material Contract or Permit to which Company Permit, (C) any approval or certification of the Company is a party by any prime contractor, higher tier subcontractor or by which reseller to any Governmental Body, (D) any Order applicable to the Company or any of the properties or assets of the Company are boundCompany, except or (E) any applicable Law, except, in the case of clauses (B), (C), (D) and (E), as would not and could not reasonably be expected to haveto, individually or in the aggregate, a Material Adverse Effect with respect to (x) adversely impact the Company; (iii) any Order applicable to the Company or by which any of the properties or assets business of the Company are bound; as presently conducted in any material respect, or (ivy) any applicable Law, except as could not reasonably be expected to have, individually prevent or in the aggregate, a Material Adverse Effect with respect to materially impair or delay (1) the Company’s ability to consummate the Transactions or (2) the Company’s performance of its obligations hereunder, under the Company Documents, under the Contribution Agreement, or under any other agreement or document related hereto or thereto. (b) No Except as set forth on Schedule 4.3(b), no consent, waiver, approval, Order, Permit or authorization of of, or registration, declaration or filing with, or notification to, any Person or (including any Governmental Authority Body) is required on the part of the Company in connection with (i) the execution and delivery of this Agreement or the Company Documents, the compliance by the Company with any of the provisions hereof and thereof, or the consummation of the transactions contemplated hereby and thereby or the taking by the Company of any other action contemplated hereby or therebyTransactions, or (ii) the continuing validity and effectiveness immediately following the Closing of any Contract Company Permit or Permit of the Company, except (A) for the filing with the SEC of the Form S-4, the Joint Proxy Statement and other filings required under, and compliance with other applicable requirements of, the Securities Act and the Exchange Act, (B) for filings required under and compliance with the applicable requirements of the HSR Act, (C) as set forth on Company Disclosure Schedule 4.3(b) and (D) as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the CompanyContract.

Conflicts; Consents of Third Parties. (a) Except as set forth on Company Disclosure Schedule 4.3(a), and assuming the Company Unitholder Approval is obtained and the filings and actions referred to in Sections 4.3(b)(ii)(A) & (B) are made to the extent necessary and the related regulatory requirements are satisfied, none None of the execution and delivery by the Company Purchaser of this Agreement or by the Company any of the Company other Purchaser Documents, the consummation by Purchaser of the transactions contemplated hereby or thereby, or compliance by the Company Purchaser with any of the provisions hereof or thereof will conflict with, or (i) result in any violation of the certificate of formation or breach of, limited liability company agreement of Purchaser; (ii) result in a violation of any Order of any Governmental Body applicable to Purchaser or conflict with by which any of their properties or cause assets are bound; (iii) result in a violation of any Law; (iv) result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the to loss of a material benefit under, or give rise to any obligation of the Company Purchaser to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon under any of the properties or Purchaser’s assets of the Company under, any provision of any (iA) the operating agreement of the Company; Contract, or (iiB) any Purchased Contract or Permit to which the Company Purchaser is a party or by which its assets are bound. (b) None of the execution and delivery by each Designated Affiliate of the applicable Purchaser Documents, the consummation by such Designated Affiliate of the transactions contemplated thereby, or compliance by such Designated Affiliate with any of the properties or assets provisions thereof will (i) result in any violation of the Company are bound, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Companyconstituent documents of such Designated Affiliate; (iiiii) result in a violation of any Order of any Governmental Body applicable to the Company such Designated Affiliate or by which any of the their properties or assets of the Company are bound; or (iii) result in a violation of any Law; (iv) result in any applicable Lawviolation of or default (with or without notice or lapse of time, except as could not reasonably be expected or both) under, or give rise to havea right of termination, individually cancellation or in the aggregateacceleration of any obligation or to loss of a material benefit under, a Material Adverse Effect with respect or give rise to any obligation of such Designated Affiliate to make any payment under, or to the Companyincreased, additional, accelerated or guaranteed rights or entitlements of any Person under any of such Designated Affiliate’s assets under, any provision of any (A) Contract, or (B) Permit to which such Designated Affiliate is a party or by which its assets are bound. (bc) No consentThe execution, waiver, approval, Permit or authorization of or filing with, or notification to, any Person or Governmental Authority is required on the part of the Company in connection with (i) the execution delivery and delivery performance by Purchaser of this Agreement or and the Company other Purchaser Documents, the compliance by the Company with any of the provisions hereof and thereof, the consummation of the transactions contemplated hereby and thereby or the taking by the Company of any other action contemplated hereby or thereby, require no action by or (ii) the continuing validity and effectiveness immediately following the Closing of in respect of, or filing with any Contract Governmental Body, by Purchaser or Permit of the Companyany Designated Affiliate, except (A) for the filing with the SEC of the Form S-4, the Joint Proxy Statement and other filings required under, and compliance with other applicable requirements of, the Securities Act and the Exchange Act, (B) for filings required under and compliance with the applicable requirements of Antitrust Laws and the HSR Act, (C) as set forth on Company Disclosure Schedule 4.3(b) and (D) as could not reasonably be expected to have, individually or in applicable requirements of the aggregate, a Material Adverse Effect with respect to the CompanySurface Transportation Board.