Common use of Governmental Consents; No Conflicts Clause in Contracts

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each of Purchaser and Merger Sub of this Agreement and its Related Agreements, and the consummation by each of Purchaser and Merger Sub of the Transactions do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not be material to Purchaser or Merger Sub, as applicable, or prevent or materially delay the consummation by Purchaser or Merger Sub, as applicable, of the Transactions, and (ii) any Consent that is required as a result of any facts or circumstances relating solely to Seller or any of its Affiliates (including the Company). (b) The execution, delivery, and performance by each of Purchaser and Merger Sub of this Agreement and its Related Agreements, and the consummation by each of Purchaser and Merger Sub of the Transactions, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of such Party under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (i) any Law or Order applicable to or binding on such Party or any of its properties or assets, (ii) any material Contract to which such Party is a party or by which such Party or any of its properties or assets is bound, (iii) any Permit held by such Party, or (iv) any of the Organizational Documents of such Party except, in the case of each of clauses (i), (ii), and (iii), where such violation, conflict, breach, cancellation, termination, or default would not prevent or delay the consummation by such Party of the Transactions.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each of Purchaser and Merger Sub of this Agreement and its Related Agreements, and the consummation by each of Purchaser and Merger Sub of the Transactions do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not be material to Purchaser or Merger Sub, as applicable, or prevent or materially delay the consummation by Purchaser or Merger Sub, as applicable, of the Transactions, Transactions and (ii) any Consent that is required as a result of any facts or circumstances relating solely to Seller Sellers or any of its their respective Affiliates (including the Company). (b) The execution, delivery, and performance by each of Purchaser and Merger Sub of this Agreement and its Related Agreements, and the consummation by each of Purchaser and Merger Sub of the Transactions, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of such Party under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (i) any Law or Order applicable to or binding on such Party or any of its properties or assets, (ii) any material Contract to which such Party is a party or by which such Party or any of its properties or assets is bound, (iii) any Permit held by such Party, or (iv) any of the Organizational Documents of such Party except, in the case of each of clauses (i), (ii), and (iii), where such violation, conflict, breach, cancellation, termination, or default would not prevent or delay the consummation by such Party of the Transactions.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each of Purchaser and Merger Sub of this Agreement and its Related Agreements, and the consummation by each of Purchaser and Merger Sub of the Transactions do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not be material to Purchaser or Merger Sub, as applicable, or prevent or materially delay the consummation by Purchaser or Merger Sub, as applicable, of the Transactions, Transactions and (ii) any Consent that is required as a result of any facts or circumstances relating solely to any Seller or any of its Affiliates (including the Company). (b) The execution, delivery, and performance by each of Purchaser and Merger Sub of this Agreement and its Related Agreements, and the consummation by each of Purchaser and Merger Sub of the Transactions, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of such Party Purchaser under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (i) any Law or Order applicable to or binding on such Party Purchaser or any of its properties or assets, (ii) any material Contract to which such Party Purchaser is a party or by which such Party Purchaser or any of its properties or assets is bound, (iii) any Permit held by such PartyPurchaser, or (iv) any of the Organizational Documents of such Party Purchaser except, in the case of each of clauses (i), (ii), and (iii), where such violation, conflict, breach, cancellation, termination, or default would not prevent or delay the consummation by such Party Purchaser of the Transactions.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each of Purchaser and Merger Sub of this Agreement and its Related Agreements, and the consummation by each of Purchaser and Merger Sub of the Transactions do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not be material to Purchaser or Merger Sub, as applicable, or prevent or materially delay the consummation by Purchaser or Merger Sub, as applicable, of the Transactions, and (ii) any Consent that is required as a result of any facts or circumstances relating solely to Seller Sellers or any of its their respective Affiliates (including the Company). (b) The execution, delivery, and performance by each of Purchaser and Merger Sub of this Agreement and its Related Agreements, and the consummation by each of Purchaser and Merger Sub of the Transactions, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of such Party Purchaser under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (i) any Law or Order applicable to or binding on such Party Purchaser or any of its properties or assets, (ii) any material Contract to which such Party Purchaser is a party or by which such Party Purchaser or any of its properties or assets is bound, (iii) any Permit held by such PartyPurchaser, or (iv) any of the Organizational Documents of such Party Purchaser except, in the case of each of clauses (i), (ii), and (iii), where such violation, conflict, breach, cancellation, termination, or default would not prevent or delay the consummation by such Party Purchaser of the Transactions.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each of Purchaser and Merger Sub of this Agreement and its Related Agreements, and the consummation by each of Purchaser and Merger Sub of the Transactions do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not be material to Purchaser or Merger Sub, as applicable, or prevent or materially delay the consummation by Purchaser or Merger Sub, as applicable, of the Transactions, Transactions and (ii) any Consent that is required as a result of any facts or circumstances relating solely to Seller or any of its Affiliates (including the Company). (b) The execution, delivery, and performance by each of Purchaser and Merger Sub of this Agreement and its Related Agreements, and the consummation by each of Purchaser and Merger Sub of the Transactions, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of such Party Purchaser under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (i) any Law or Order applicable to or binding on such Party Purchaser or any of its properties or assets, (ii) any material Contract to which such Party Purchaser is a party or by which such Party Purchaser or any of its properties or assets is bound, (iii) any Permit held by such PartyPurchaser, or (iv) any of the Organizational Documents of such Party Purchaser except, in the case of each of clauses (i), (ii), and (iii), where such violation, conflict, breach, cancellation, termination, or default would not prevent or delay the consummation by such Party Purchaser of the Transactions.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each Purchaser of the Purchaser and Merger Sub of this Agreement and its Related AgreementsDocuments, and the consummation by each of Purchaser and Merger Sub of the Transactions transactions contemplated hereby or thereby, do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not be material to Purchaser or Merger Sub, as applicable, or prevent or materially delay the consummation by Purchaser or Merger Sub, as applicable, of the Transactionstransactions contemplated by the Purchaser Documents, and (ii) any Consent that is required as a result of any facts or circumstances relating solely to Seller Seller, the Company Group, or any of its Affiliates (including the Company)their respective Affiliates. (b) The execution, delivery, and performance by each Purchaser of the Purchaser and Merger Sub of this Agreement and its Related AgreementsDocuments, and the consummation by each of Purchaser and Merger Sub of the Transactionstransactions contemplated hereby or thereby, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of such Party Purchaser under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (i) any Law or Order applicable to or binding on such Party Purchaser or any of its properties or assets, (ii) any material Contract to which such Party Purchaser is a party or by which such Party Purchaser or any of its properties or assets is bound, (iii) any Permit held by such PartyPurchaser, or (iv) any of the Organizational Documents of such Party Purchaser except, in the case of each of clauses (i), (ii), and (iii), where such violation, conflict, breach, cancellation, termination, or default would not prevent or delay the consummation by such Party Purchaser of the Transactionstransactions contemplated by the Purchaser Documents.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each of Parent and Purchaser and Merger Sub of this Agreement and its Related Agreements, and the consummation by each of Parent and Purchaser and Merger Sub of the Transactions do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not be material to Purchaser or Merger Sub, as applicable, the Acquirors or prevent or materially delay the consummation by Purchaser or Merger Sub, as applicable, the Acquirors of the Transactions, Transactions and (ii) any Consent that is required as a result of any facts or circumstances relating solely to Seller or any of its Affiliates (including the Company). (b) The execution, delivery, and performance by each of Purchaser and Merger Sub Acquiror of this Agreement and its Related Agreements, and the consummation by each of Purchaser and Merger Sub such Acquiror of the Transactions, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of such Party the Acquirors under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (i) any Law or Order applicable to or binding on such Party either Parent or Purchaser or any of its properties or assets, (ii) any material Contract to which such Party either Parent or Purchaser is a party or by which such Party either Parent or Purchaser or any of its properties or assets is bound, (iii) any Permit held by such Partyeither Parent or Purchaser, or (iv) any of the Organizational Documents of such Party Parent and Purchaser except, in the case of each of clauses (i), (ii), and (iii), where such violation, conflict, breach, cancellation, termination, or default would not prevent or delay the consummation by such Party Parent and Purchaser of the Transactions.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each of Purchaser and Merger Sub of this Agreement and its Related Agreements, and the consummation by each of Purchaser and Merger Sub of the Transactions do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not be material to Purchaser or Merger Sub, as applicable, or prevent or materially delay the consummation by Purchaser or Merger Sub, as applicable, of the Transactions, Transactions and (ii) any Consent that is required as a result of any facts or circumstances relating solely to Seller or any of its Affiliates (including the Company). (b) The execution, delivery, and performance by each of Purchaser and Merger Sub of this Agreement and its Related Agreements, and the consummation by each of Purchaser and Merger Sub of the Transactions, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of such Party Purchaser under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (i) any Law or Order applicable to or binding on such Party Purchaser or any of its properties or assets, (ii) any material Contract to which such Party Purchaser is a party or by which such Party Purchaser or any of its properties or assets is bound, (iii) any Permit held by such PartyPurchaser, or (iv) any of the Organizational Documents of such Party Purchaser except, in the case of each of clauses (i), (ii), and (iii), where such violation, conflict, breach, cancellation, termination, or default would not prevent or delay the consummation by such Party Purchaser of the Transactions.