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

Conflicts; Consents of Third Parties. Subject to obtaining the approval of a majority in interest of the limited partners of Seller, except as set forth on Schedule 5.3 (the “Consents”), none of the execution and delivery by Seller of this Agreement, the consummation of the transactions contemplated hereby, or compliance by Seller with any of the provisions hereof or thereof will conflict with, or 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 or cancellation or acceleration of any obligation under, or result in the imposition of any lien other than a Permitted Encumbrance under, any provision of (a) the certificate of limited partnership and limited partnership agreement, as amended, of Seller; (b) violate any Legal Requirement in any material respect, (c) require any consent, waiver, approval or authorization of, or any filing with or notice to, any Governmental Entity or other Person, or (d) conflict in any material respect with or constitute a material violation or material breach of or a material default under (without regard to requirements of notice, lapse of time or elections of other Persons or any combination thereof), permit or result in the termination, suspension or material modification of, result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, or result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) under, any System Contract, Franchise or License or any other instrument that is a Purchased Asset or evidences an Assumed Liability or any instrument or agreement by which any of the Purchased Assets are bound or affected, except to the extent listed on Schedule 5.3.

Conflicts; Consents of Third Parties. Subject to obtaining the approval of a majority in interest of the limited partners of Seller, except Except as set forth on Schedule 5.3 (the “Consents”)4.3, none of the execution execution, delivery and delivery performance by Seller the Company of this AgreementAgreement or the Company Documents, the consummation by the Company of the transactions contemplated herebyhereby or thereby, or compliance by Seller the Company with any of the provisions hereof or thereof will (i) conflict with or violate any provision of the certificate of incorporation or bylaws or comparable organizational documents of the Company or any of its Subsidiaries, or (ii) (A) conflict with or violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets are bound, (B) require the Company or any of its Subsidiaries to procure any material authorization, consent or approval by, or to effect any material filing with or material notice to, any Governmental Body, except for (w) compliance with the applicable requirements of the HSR Act, the EUMR and any other applicable Antitrust Laws, (x) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL and the DLLCA, or (y) such authorization, consent, approval, filing or notice requirements that become applicable solely as a result of the regulatory status of Parent or any of its Affiliates, (C) require the consent, notice or other action by the Company under, violate or conflict with, or constitute a default under, result in any violation of or default (with or without notice or lapse of time, or both) under, the automatic termination or give rise to a right of termination or cancellation or acceleration of any obligation under, or result in the imposition of any lien other than a Permitted Encumbrance under, any provision of (a) the certificate of limited partnership and limited partnership agreement, as amended, of Seller; (b) violate any Legal Requirement in any material respect, (c) require any consent, waiver, approval or authorization modification of, or any filing with accelerate the performance required by or notice to, any Governmental Entity or other Person, or (d) conflict create in any material respect with or constitute a material violation or material breach of or a material default under (without regard to requirements of notice, lapse of time or elections of other Persons or any combination thereof), permit or result in the termination, suspension or material modification of, result in the acceleration of (or give any Person party the right to accelerate) , the performance express terms of Seller underany Material Contract or Permit to which the Company or any of its Subsidiaries is a party or otherwise bound, except for such absences of such consent or notice, or such violations, conflicts, defaults, terminations, modifications or accelerations that would not, individually or in the aggregate, have a Material Adverse Effect, or (D) result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) under, any System Contract, Franchise or License or any other instrument that is a Purchased Asset or evidences an Assumed Liability or any instrument or agreement by which Lien upon any of the Purchased Assets are bound material assets of the Company and its Subsidiaries (excluding any Permitted Exceptions) under any Material Contract or affected, except to the extent listed on Schedule 5.3Permit.

Conflicts; Consents of Third Parties. Subject to obtaining the approval of a majority in interest of the limited partners of Seller, except (a) Except as set forth on Section 3.3(a) of the Disclosure Schedule 5.3 (or as would not, individually or in the “Consents”)aggregate, reasonably be expected to have a Material Adverse Effect, none of the execution and delivery by Seller of this AgreementAgreement and the other Transaction Documents to which it is a party, the consummation of the transactions contemplated herebyhereby or thereby, or compliance by Seller with any of the provisions hereof or thereof will (i) conflict with, or 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 or cancellation or acceleration of any obligation under, or result in the imposition of any lien other than a Permitted Encumbrance underbreach of, any provision of (a) the Seller’s certificate of limited partnership and limited partnership agreementincorporation or by-laws or comparable organizational documents (collectively, as amended, “Organizational Documents”) of Seller; (b) violate any Legal Requirement in any material respect, (c) require any consent, waiver, approval or authorization of, or any filing with or notice to, any Governmental Entity or other Person, or (dii) conflict in any material respect with or constitute a material violation or material breach of or a material default under (without regard to requirements of noticewith, lapse of time or elections of other Persons or any combination thereof), permit or result in the termination, suspension or material modification ofviolate, result in the acceleration of (breach or give termination of, or constitute a default under any Contract to which Seller is a party or by which Seller or its properties or assets is bound, or require a Consent from any Person the right in order to accelerateavoid any such conflict, violation, breach, termination or default; (iii) the performance of violate any Law or any Order by which Seller under, is bound; or (iv) result in the creation or imposition of any Encumbrance Lien upon the Assets. (b) Except as set forth on Schedule 3.3(b) of the Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no governmental franchise, easement, permit, right, application, filing, registration, license or other than authorization (each a Permitted Encumbrance) under“Permit”), Order, waiver, declaration or filing with, or notification to any System ContractPerson, Franchise including without limitation any Governmental Body, is required on the part of Seller in connection with the execution, delivery and performance of this Agreement or License or any the other instrument that Transaction Documents to which it is a Purchased Asset party, or evidences an Assumed Liability or any instrument or agreement the compliance by which Seller with any of the Purchased Assets are bound provisions hereof or affected, except to the extent listed on Schedule 5.3thereof.

Conflicts; Consents of Third Parties. Subject to obtaining the approval of a majority in interest of the limited partners of Seller, except (a) Except as set forth on Schedule 5.3 (the “Consents”5.3(a), none of the execution and delivery by Seller of this Agreement, the consummation of the transactions contemplated hereby, or compliance by Seller with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or accelerate the performance provided by the terms of, or give rise to a right of termination or cancellation or acceleration of any obligation under, or result in the imposition of any lien other than a Permitted Encumbrance under, any provision of (ai) the certificate of limited partnership incorporation and limited partnership agreement, as amended, bylaws or comparable organizational or governing documents of Seller; (ii) any Material Contract or Permit to which Seller is a party or by which any of the properties or assets of Seller are bound; (iii) any Order of any Governmental Body applicable to Seller or by which any of the properties or assets of Seller are bound; or (iv) any applicable Law, other than, in the case of clauses, (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not be material to the Company. (b) violate any Legal Requirement in any material respectExcept as set forth on Schedule 5.3(b), (c) require any no consent, waiver, approval approval, Order, Permit or authorization of, or any filing with with, or notice notification to, any Person or Governmental Entity or other Person, or (d) conflict in any material respect with or constitute a material violation or material breach of or a material default under (without regard to requirements of notice, lapse of time or elections of other Persons or any combination thereof), permit or result in Body is required on the termination, suspension or material modification of, result in the acceleration of (or give any Person the right to accelerate) the performance part of Seller underin connection with the execution and delivery of this Agreement, or result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) under, any System Contract, Franchise or License or any other instrument that is a Purchased Asset or evidences an Assumed Liability or any instrument or agreement compliance by which Seller with any of the Purchased Assets are bound provisions hereof, or affected, except to the extent listed on Schedule 5.3consummation of the transactions contemplated hereby.

Conflicts; Consents of Third Parties. Subject to obtaining (a) Assuming the approval of a majority in interest making of the limited partners filings and notifications and the receipt of Seller, except as set forth on Schedule 5.3 (the “Consents”consents or waiting period terminations or expirations identified in Section 5.3(b), none of the execution execution, delivery and delivery performance by such Seller of this AgreementAgreement or the other Transaction Agreements to which it is a party, or the consummation of the transactions contemplated herebyTransaction by such Seller, conflicts with, violates or constitutes a default under, or compliance by Seller with permit the acceleration of any of the provisions hereof or thereof will conflict withobligation under, or result give rise to a right of termination, modification or cancellation by any third party under (in any violation of or default (each case with or without notice or lapse of time, or both), (i) under, or give rise to a right of termination or cancellation or acceleration of any obligation under, or result in the imposition of any lien other than a Permitted Encumbrance under, any provision of the Organizational Documents of such Seller (aif not a natural person) or of the certificate issuer of limited partnership and limited partnership agreement, as amended, of Acquired Securities being sold by such Seller; (ii) any Contract to which such Seller is a party or by which any of its properties or assets are bound; or (iii) any Law applicable to such Seller, except in the case of clauses (ii) and (iii), where such conflict, violation or default would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of such Seller to perform its obligations under this Agreement. (b) violate any Legal Requirement in any material respectExcept as set forth on Section 3.3(b) of the Company Disclosure Schedule, (c) require any no consent, waiver, approval approval, waiting period expiration or termination, Order, Permit or authorization of, or any declaration or filing with with, or notice notification to, any Governmental Entity or other Person, or (d) conflict in any material respect with or constitute a material violation or material breach of or a material default under (without regard to requirements of notice, lapse of time or elections of other Persons or any combination thereof), permit or result in the termination, suspension or material modification of, result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, or result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) under, any System Contract, Franchise or License Authority or any other instrument that Person is required on the part of such Seller in connection with the execution and delivery by such Seller of this Agreement or the other Transaction Agreements to which it is a Purchased Asset party or evidences an Assumed Liability or any instrument or agreement by which any the consummation of the Purchased Assets are bound or affectedTransaction by such Seller, except to as may be necessary as a result of the extent listed on Schedule 5.3identity or the legal or regulatory status of Purchaser or its Affiliates.

Conflicts; Consents of Third Parties. Subject to obtaining the approval of a majority in interest of the limited partners of Seller, Purchaser’s obtaining on its own behalf each of the Franchises listed on Schedule 5.14(a), and except as set forth on Schedule 5.3 (the “Consents”), none of the execution and delivery by Seller of this Agreement, the consummation of the transactions contemplated hereby, or compliance by Seller with any of the provisions hereof or thereof will conflict with, or 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 or cancellation or acceleration of any obligation under, or result in the imposition of any lien other than a Permitted Encumbrance under, any provision of (a) the certificate of limited partnership and limited partnership agreement, as amended, of Seller; (b) violate any Legal Requirement in any material respect, (c) require any consent, waiver, approval or authorization of, or any filing with or notice to, any Governmental Entity or other Person, or (d) conflict in any material respect with or constitute a material violation or material breach of or a material default under (without regard to requirements of notice, lapse of time or elections of other Persons or any combination thereof), permit or result in the termination, suspension or material modification of, result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, or result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) under, any System Contract, Franchise or License or any other instrument that is a Purchased Asset or evidences an Assumed Liability or any instrument or agreement by which any of the Purchased Assets are bound or affected, except to the extent listed on Schedule 5.3.

Conflicts; Consents of Third Parties. Subject to obtaining the approval of a majority in interest (a) None of the limited partners of Sellerexecution, except as set forth on Schedule 5.3 (the “Consents”), none of the execution and delivery or performance by Seller such Investor of this AgreementAgreement or the Transaction Documents to which such Investor is a party, the consummation by such Investor of the transactions contemplated herebyTransactions, or compliance by Seller such Investor with any of the provisions hereof or thereof will conflict with, or 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 or cancellation or acceleration of any obligation under, or result in the imposition of any lien other than a Permitted Encumbrance under, any provision of (ai) Governing Documentation of such Investor; (ii) any Contract or Permit to which such Investor is a party; (iii) any Order applicable to such Investor or by which any of the certificate properties or assets of limited partnership such Investor are bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and limited partnership agreement(iv), such conflicts, violations, defaults, terminations or cancellations that would not reasonably be expected to (A) prohibit or restrain the ability of such Investor from consummating the Transactions or (B) be material, individually or in the aggregate, to the businesses of such Investor’s Acquired Entities, taken as amended, of Seller; a whole. (b) violate any Legal Requirement in any material respect, (c) require any No consent, waiver, approval approval, Order, Permit or authorization of, or any declaration or filing with with, or notice notification to, any Person or Governmental Entity or other Person, or (d) conflict in any material respect with or constitute a material violation or material breach Body is required on the part of or a material default under (without regard to requirements of notice, lapse of time or elections of other Persons such Investor or any combination thereof)of such Investor’s Acquired Entities in connection with the execution and delivery by such Investor of this Agreement or the Transaction Documents, permit or result in the termination, suspension or material modification of, result in the acceleration compliance of (or give any Person the right to accelerate) the performance of Seller under, or result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) under, any System Contract, Franchise or License or any other instrument that is a Purchased Asset or evidences an Assumed Liability or any instrument or agreement by which such Investor with any of the Purchased Assets are bound provisions hereof or affectedthereof, or the consummation by such Investor of the Transactions on the Closing Date, except to for those filings and other approvals required under and in compliance with the extent listed applicable requirements of the HSR Act and the other Antitrust Laws, in each case as set forth on Schedule 5.35.3(b).

Conflicts; Consents of Third Parties. Subject to obtaining the approval of a majority in interest of the limited partners of Seller, except (a) Except as set forth on Schedule 5.3 (in Section 5.3(a) of the “Consents”)Disclosure Schedules, none neither the execution of the Pre-Closing Reorganizations, the execution and delivery by such Seller of this AgreementAgreement or the Seller Documents, the consummation of the transactions contemplated herebyhereby or thereby, or nor the compliance by such Seller with any of the provisions hereof or thereof will either result in the creation or imposition of any Liens on the Membership Interests or conflict with, or 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 or cancellation or acceleration under (i) any Order of any obligation under, or result in the imposition of any lien other than a Permitted Encumbrance under, any provision of (a) the certificate of limited partnership and limited partnership agreement, as amended, of Governmental Authority applicable to such Seller; (ii) in the case of an entity, any such Seller’s Governing Documents; or (iii) any applicable Law. (b) violate any Legal Requirement Except as set forth in any material respectSection 5.3(b) of the Disclosure Schedules, (c) require any no consent, waiver, approval approval, Order, Permit or authorization of, declaration or any filing with with, or notice notification to, any Governmental Entity Authority or other Personparty to any Contract to which such Seller is a party or by which such Seller is otherwise bound is required on the part of such Seller in connection with the execution of the Pre-Closing Reorganizations, the execution and delivery of this Agreement or the Seller Documents by such Seller, or (d) conflict in any material respect the compliance by such Seller with or constitute a material violation or material breach of or a material default under (without regard to requirements of notice, lapse of time or elections of other Persons or any combination thereof), permit or result in the termination, suspension or material modification of, result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, or result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) under, any System Contract, Franchise or License or any other instrument that is a Purchased Asset or evidences an Assumed Liability or any instrument or agreement by which any of the Purchased Assets are bound provisions hereof or affectedthereof, except to or the extent listed on Schedule 5.3consummation of the transactions contemplated hereby.

Conflicts; Consents of Third Parties. Subject to obtaining the approval of a majority in interest of the limited partners of Seller, except (a) Except as set forth on Schedule 5.3 (the “Consents”), 4.3 none of the execution and delivery by Seller of this AgreementAgreement or the Seller Documents, the consummation of the transactions contemplated herebyhereby or thereby, or the compliance by Seller with any of the provisions hereof or thereof will conflict with, or result in any material violation of or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in give rise to any obligation of Seller to make any payment under, or to the imposition increased, additional, accelerated or guaranteed rights or entitlements of any lien other than a Permitted Encumbrance under, any provision of (a) the certificate of limited partnership and limited partnership agreement, as amended, of Seller; (b) violate any Legal Requirement in any material respect, (c) require any consent, waiver, approval or authorization of, or any filing with or notice to, any Governmental Entity or other Person, or (d) conflict in any material respect with or constitute a material violation or material breach of or a material default under (without regard to requirements of notice, lapse of time or elections of other Persons or any combination thereof), permit or result in the termination, suspension or material modification of, result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, or result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) under, any System Contract, Franchise or License or any other instrument that is a Purchased Asset or evidences an Assumed Liability or any instrument or agreement by which Liens upon any of the Purchased Assets are bound under any provision of the certificate of incorporation and bylaws and constitution (as relevant) of Seller as in effect on the date hereof; or affected(ii) any applicable Law. (b) Except for the Lender Consent, except to no consent, waiver, approval, Permit or authorization of or filing with, or notification to, any Governmental Body is required on the extent listed on Schedule 5.3.part of Seller in connection with (i) the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller with any of the provisions hereof and thereof, the consummation of the transactions contemplated by this Agreement or the Seller Documents or the taking by Seller of any other action contemplated by this Agreement or the Seller Document, or

Conflicts; Consents of Third Parties. Subject to obtaining (a) Assuming the approval of a majority in interest making of the limited partners filings and notifications and the receipt of Seller, except as set forth on Schedule 5.3 (the “Consents”consents or waiting period terminations or expirations identified in Section 5.3(b), none of the execution execution, delivery and delivery performance by Seller such Blocker of this AgreementAgreement or the other Transaction Agreements to which it is a party, or the consummation of the transactions contemplated herebyTransaction by such Blocker, conflicts with, violates or constitutes a default under, or compliance by Seller with permit the acceleration of any of the provisions hereof or thereof will conflict withobligation under, or result give rise to a right of termination, modification or cancellation by any third party under (in any violation of or default (each case with or without notice or lapse of time, or both), (i) under, or give rise to a right of termination or cancellation or acceleration of any obligation under, or result in the imposition of any lien other than a Permitted Encumbrance under, any provision of (a) the certificate of limited partnership incorporation or bylaws of such Blocker; (ii) any Contract to which such Blocker is a party or by which any of its properties or assets are bound; or (iii) any Law applicable to such Blocker, except in the case of clauses (ii) and limited partnership agreement(iii), as amendedwhere such conflict, violation or default would not have, individually or in the aggregate, a material adverse effect on such Blocker or the ability of Seller; such Blocker to perform its obligations under this Agreement. (b) violate any Legal Requirement in any material respectExcept as set forth on Section 4.3(b) of the Company Disclosure Schedule, (c) require any no consent, waiver, approval approval, waiting period expiration or termination, Order, Permit or authorization of, or any declaration or filing with with, or notice notification to, any Governmental Entity or other Person, or (d) conflict in any material respect with or constitute a material violation or material breach of or a material default under (without regard to requirements of notice, lapse of time or elections of other Persons or any combination thereof), permit or result in the termination, suspension or material modification of, result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, or result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) under, any System Contract, Franchise or License Authority or any other instrument that Person is required on the part of such Blocker in connection with the execution and delivery by such Blocker of this Agreement or the other Transaction Agreements to which it is a Purchased Asset party or evidences an Assumed Liability or any instrument or agreement by which any the consummation of the Purchased Assets are bound or affectedTransaction by such Blocker, except to as may be necessary as a result of the extent listed on Schedule 5.3identity or the legal or regulatory status of Purchaser or its Affiliates.

Conflicts; Consents of Third Parties. Subject to obtaining the approval of a majority in interest of the limited partners of Seller, except (a) Except as set forth on Schedule 5.3 5.3(a) (the “Required Consents”), none of the execution and or delivery by Seller the Sellers or the Principals of this AgreementAgreement or any of the other Transaction Documents, the consummation of any of the transactions contemplated herebyhereby or thereby, or compliance by Seller the Sellers or any Principal with any of the provisions hereof or thereof does or will conflict with, or result in any violation of, or constitute a breach of or a default (with or without notice or lapse of time, or both) under, or give rise to a right result in the loss of termination any benefit under, or cancellation or permit the acceleration of any obligation under, or result in the imposition give rise to a right of any lien other than a Permitted Encumbrance under, any provision of (a) the certificate of limited partnership and limited partnership agreement, as amended, of Seller; (b) violate any Legal Requirement in any material respect, (c) require any consent, waiver, approval or authorization of, or any filing with or notice to, any Governmental Entity or other Person, or (d) conflict in any material respect with or constitute a material violation or material breach of or a material default under (without regard to requirements of notice, lapse of time or elections of other Persons or any combination thereof), permit or result in the termination, suspension modification or material modification of, result in the acceleration of (or give any Person the right to accelerate) the performance of Seller cancellation under, or result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) underLien, any System Contract, Franchise or License or any other instrument that is a Purchased Asset or evidences an Assumed Liability or any instrument or agreement by which upon any of the Purchased Assets are bound under, any provision of (i) the articles of organization or affectedoperating agreement of each Seller); (ii) any Contract or Permit to which the Business, except the Sellers or any Principal is a party or by which the Sellers, any Principal or any of the Purchased Assets is bound; (iii) any Order of any Governmental Body applicable to the extent listed Business, the Sellers or any Principal or by which the Sellers, any Principal or any of the Purchased Assets is bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration, registration or filing with, or notification to, any Person or Governmental Body is required on Schedule 5.3the part of the Sellers or any Principal in connection with the execution, delivery or performance of this Agreement or any of the other Transaction Documents, the compliance by the Sellers and the Principals with any of the provisions hereof or thereof, or the consummation of any of the transactions contemplated hereby or thereby.

Conflicts; Consents of Third Parties. Subject to obtaining the approval of a majority in interest of the limited partners of Seller, except Except as set forth on Schedule 5.3 5.4: (the “Consents”), a) none of the execution and delivery by Seller and Property Company of this AgreementAgreement or the Seller Documents, the consummation of the transactions contemplated herebyTransactions, or compliance by Seller and Property Company with any of the provisions hereof or thereof will conflict with, or 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 or cancellation or acceleration of any obligation under, or result in the imposition of any lien other than a Permitted Encumbrance under, under any provision of (ai) the certificate of limited partnership formation and limited partnership agreement, as amended, liability company agreement or comparable organizational documents of SellerSeller or Property Company; (bii) violate any Legal Requirement in any material respect, (c) require any consent, waiver, approval Contract or authorization of, Permit to which Seller or any filing with or notice to, any Governmental Entity or other Person, or (d) conflict in any material respect with or constitute a material violation or material breach of or a material default under (without regard to requirements of notice, lapse of time or elections of other Persons or any combination thereof), permit or result in the termination, suspension or material modification of, result in the acceleration of (or give any Person the right to accelerate) the performance of Seller under, or result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) under, any System Contract, Franchise or License or any other instrument that Property Company is a Purchased Asset party or evidences an Assumed Liability or any instrument or agreement by which any of the Purchased Assets are bound bound; (iii) any Order of any Governmental Body applicable to Seller or affectedProperty Company or by which any of the Purchased Assets are bound; or (iv) any applicable Law, except to other than, in case of clauses (ii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a Material Adverse Effect; and (b) no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the extent listed on Schedule 5.3part of Seller or Property Company in connection with the execution and delivery of this Agreement or the Seller Documents, the compliance by Seller and Property Company with any of the provisions hereof or thereof, or the consummation of the Transactions, or the taking by Seller or Property Company of any other action contemplated hereby or thereby.

Conflicts; Consents of Third Parties. Subject to obtaining the approval of a majority in interest of the limited partners of Seller, except (a) Except as set forth on Schedule 5.3 5.3(a) (the “Required Consents”), none of the execution and or delivery by any Seller of this AgreementAgreement or any of the other Seller Documents, the consummation of any of the transactions contemplated herebyhereby or thereby, or compliance by any Seller with any of the provisions hereof or thereof does or will conflict with, or result in any violation of, or constitute a breach of or a default (with or without notice or lapse of time, or both) under, or give rise to a right result in the loss of termination any benefit under, or cancellation or permit the acceleration of any obligation under, or result in the imposition give rise to a right of any lien other than a Permitted Encumbrance under, any provision of (a) the certificate of limited partnership and limited partnership agreement, as amended, of Seller; (b) violate any Legal Requirement in any material respect, (c) require any consent, waiver, approval or authorization of, or any filing with or notice to, any Governmental Entity or other Person, or (d) conflict in any material respect with or constitute a material violation or material breach of or a material default under (without regard to requirements of notice, lapse of time or elections of other Persons or any combination thereof), permit or result in the termination, suspension modification or material modification of, result in the acceleration of (or give any Person the right to accelerate) the performance of Seller cancellation under, or result in the creation or imposition of any Encumbrance (Lien, other than a Permitted Encumbrance) underExceptions, any System Contract, Franchise or License or any other instrument that is a Purchased Asset or evidences an Assumed Liability or any instrument or agreement by which upon any of the Purchased Assets are bound under, any provision of (i) the certificate or affectedarticles of incorporation, except to the extent organization or formation, bylaws or comparable organizational or governing documents of any Seller; (ii) any Assumed Contract or Permit listed on Schedule 5.35.17 to which a Business or any Seller is a party or by which any Seller or any of the Purchased Assets is bound; (iii) any Order of any Governmental Body applicable to a Business or any Seller or by which any Seller or any of the Purchased Assets is bound; or (iv) any applicable Law. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration, registration or filing with, or notification to, any Person or Governmental Body is required on the part of any Seller in connection with the execution, delivery or performance of this Agreement or any of the other Seller Documents, the compliance by any Seller with any of the provisions hereof or thereof, or the consummation of any of the transactions contemplated hereby or thereby.