Common use of No Approvals or Conflicts Clause in Contracts

No Approvals or Conflicts. Neither the execution and delivery by the Buyer of this Agreement nor the consummation by the Buyer of the Stock Sale will (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws of the Buyer, (b) violate, conflict with or result in a breach of any provision of, or constitute a default under, or result in the termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of the Buyer under, any note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or commitment or obligation to which the Buyer or any of its properties may be bound or affected, (c) violate any order, writ, injunction, decree, judgment, ruling, law, rule or regulation of any court or governmental authority, domestic or foreign, applicable to the Buyer or its properties, or (d) except for any required filings under the HSR Act (as provided in Section 6.1(b)) or those that have already been obtained, require any consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental or regulatory authority in connection with the execution, delivery and performance of this Agreement by the Buyer other than those that, in the case of clauses (b), (c) and (d) above, are not likely to have a Material Adverse Effect.

No Approvals or Conflicts. Neither the execution The execution, delivery and delivery performance by the each Buyer of this Agreement nor and the Ancillary Agreements to which it is a party and the consummation by the Buyer Buyers of the Stock Sale transactions contemplated hereby and thereby do not and will not (a) violate, conflict with or result in the a breach by either Buyer of any provision of the certificate of incorporation or by-laws of the Buyerits organizational documents, (b) violate, conflict with or result in a breach of any provision of, or constitute a default by either Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) in any material respect under, or result in the termination give rise to any payment or other penalty or any right of termination, cancellation of, or accelerate the performance required byacceleration under, or result in the creation of any Lien Encumbrance upon any of the properties of the Buyer Buyers under, or require any notice, consent or waiver under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument or commitment or obligation to which the Buyer Buyers or any of its their properties may be bound or affectedbound, (c) violate or result in a breach in any order, writ, injunction, decree, judgment, ruling, law, rule or regulation material respect of any court Governmental Order or governmental authority, domestic or foreign, Law applicable to the Buyer Buyers or its properties, any of their properties or (d) except for any required filings under the HSR Act (as provided in Section 6.1(b)) or those that have already been obtained, require any order, consent, approval or authorization of, or notice to, or declaration, filing filing, application, qualification or registration with, any governmental Governmental Authority or regulatory authority in connection with the execution, delivery and performance of this Agreement by the Buyer other than those that, in the case of clauses (b), (c) and (d) above, are not likely to have a Material Adverse EffectPerson.

No Approvals or Conflicts. Neither the execution The execution, delivery and delivery performance by the Buyer of this Agreement nor and the Ancillary Agreements to which it is a party and the consummation by the Buyer of the Stock Sale transactions contemplated hereby and thereby do not and will not (a) violate, conflict with or result in the a breach by Buyer of any provision of the certificate of incorporation or by-laws of the Buyerits organizational documents, (b) violate, conflict with or result in a breach of any provision of, or constitute a default by Buyer (or create an event which, with or without notice or lapse of time or both, would constitute a default) in any material respect (individually or in the aggregate) under, or result in the termination give rise to any payment or other penalty or any right of termination, cancellation of, or accelerate the performance required byacceleration under, or result in the creation of any Lien Encumbrance upon 44 any of the properties of the Buyer under, or require any notice, consent or waiver under, any note, bond, mortgage, indenture, deed of trust, license, franchise, Permit, lease, contract, agreement or other instrument or commitment or obligation to which the Buyer or any of its properties may be bound or affectedbound, (c) violate or result in a breach in any order, writ, injunction, decree, judgment, ruling, law, rule or regulation material respect of any court Governmental Order or governmental authority, domestic or foreign, Law applicable to the Buyer or any of its properties, properties or (d) except for any required filings under the HSR Act (as provided in Section 6.1(b)) or those that have already been obtained, require any order, consent, approval or authorization of, or notice to, or declaration, filing filing, application, qualification or registration with, any governmental Governmental Authority or regulatory authority in connection with the execution, delivery and performance of this Agreement by the Buyer other than those that, in the case of clauses (b), (c) and (d) above, are not likely to have a Material Adverse EffectPerson.

No Approvals or Conflicts. Neither the The execution and delivery by the Buyer Purchaser of this Agreement nor and the consummation by the Buyer Purchaser of the Stock Sale transactions contemplated hereby will not (ai) violate, violate or conflict with or result in the a breach of any provision of the certificate of incorporation or by-laws organizational documents of the BuyerPurchaser, (bii) violate, violate or conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien a lien, security interest, charge or encumbrance upon any of the properties of the Buyer Purchaser under, any note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or commitment or obligation contract to which the Buyer Purchaser is a party or by which the Purchaser or any of its properties may be bound or affectedproperty is bound, (ciii) violate any order, writ, injunction, decree, judgment, ruling, law, rule law or regulation of any court or governmental authority, domestic or foreign, applicable to the Buyer Purchaser or any of its properties, properties or (div) except for any required filings under the HSR Act (as provided in Section 6.1(b)) or those that have already been obtained, require any order, license, consent, approval approval, waiver, permit or authorization of, or notice to, or declaration, filing or registration with, or the granting of any exemption by, or the taking of any other action in respect of, any governmental or regulatory authority or other person not a party to this Agreement, except where the occurrence of any of the events in connection with the execution, delivery and performance of this Agreement by the Buyer other than those that, in the case of clauses (bii), (ciii) and or (div) above, are above would not likely to have a Material Adverse Effectmaterial adverse effect on Purchaser.

No Approvals or Conflicts. Neither the execution The execution, delivery and delivery performance by the Buyer Purchaser of this Agreement nor and the Ancillary Documents to which it is a party and the consummation by the Buyer Purchaser of the Stock Sale transactions contemplated hereby and thereby do not and will not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or by-laws of the Buyer, (bi) violate, conflict with or result in a breach by the Purchaser of any provision the certificates of incorporation, by-laws or equivalent documents of the Purchaser, (ii) violate, conflict with or result in a breach of, or constitute a default by the Purchaser (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien Encumbrance upon any of the properties of the Buyer Purchaser under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument or commitment or obligation to which the Buyer Purchaser or any of its properties may be bound or affectedbound, (ciii) violate or result in a breach of any Governmental Order or Law applicable to the Purchaser or any of its properties or (iv) require any order, writ, injunction, decree, judgment, ruling, law, rule or regulation of any court or governmental authority, domestic or foreign, applicable to the Buyer or its properties, or (d) except for any required filings under the HSR Act (as provided in Section 6.1(b)) or those that have already been obtained, require any consent, approval or authorization of, or notice to, or declaration, filing filing, application, qualification or registration with, any governmental or regulatory authority in connection Governmental Authority, except, with respect to the execution, delivery and performance of this Agreement by the Buyer other than those that, in the case of foregoing clauses (bii), (ciii) and (div) above, are not as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse EffectEffect on the Purchaser.

No Approvals or Conflicts. Neither the execution The execution, delivery and delivery performance by the Buyer of this Agreement nor and the Ancillary Agreements to which it is a party and the consummation by the Buyer of the Stock Sale transactions contemplated hereby and thereby do not and will not (a) violate, conflict with or result in a breach by the breach Buyer of any provision of the its organizational documents (including its certificate of incorporation or incorporation, by-laws of the Buyer, or similar documents); (b) violate, conflict with or result in a breach of any provision of, or constitute a default by the Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any payment or other penalty or any right of termination, cancellation or acceleration under, loss of right or result in the termination or cancellation of, or accelerate the performance required bybenefit under, or result in the creation of any Lien Encumbrance upon any of the properties of the Buyer under, under any note, bond, mortgage, indenture, deed of trust, license, franchise, Permit, lease, contract, agreement or other instrument or commitment or obligation to which the Buyer or any of its properties may be bound or affected, bound; (c) violate any order, writ, injunction, decree, judgment, ruling, law, rule or regulation result in a breach of any court Governmental Order or governmental authority, domestic or foreign, Law applicable to the Buyer or any of its properties, ; or (d) except for any required filings under the HSR Act (as provided in Section 6.1(b)) or those that have already been obtained, require any order, consent, approval or authorization of, or of notice to, to or declaration, filing filing, application, qualification or registration with, any governmental or regulatory authority in connection with the execution, delivery and performance of this Agreement by the Buyer other than those thatGovernmental Authority except, in the each case of clauses (b), (cb)-(d) and (d) above, are as would not likely to have a Material Adverse Effectmaterial adverse effect on the ability of the Buyer to consummate the transactions contemplated by this Agreement.

No Approvals or Conflicts. Neither the execution and delivery by the Buyer Purchaser or Holdings of this Agreement nor the consummation by the Buyer Purchaser and Holdings of the Stock Sale transactions contemplated hereby will (ai) violate, conflict with or result in the a breach of any provision of the certificate of incorporation or by-laws of the BuyerPurchaser, (bii) violate, conflict with or result in a breach of any provision of, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien upon any of Purchaser's or Holdings' properties under, or cause the properties of termination or modification of, or give any other Person the Buyer underright to terminate or modify, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument or commitment or obligation to which the Buyer either Holdings or Purchaser or any of its their respective properties may be bound or affectedbound, (ciii) violate any order, writ, injunction, decree, judgment, ruling, law, rule or regulation of any court or governmental authority, domestic or foreign, Law applicable to the Buyer either Holdings or Purchaser or any of its respective properties, or (div) except for any required filings under the HSR Act (as provided in Section 6.1(b)) or those that have already been obtained, require any consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental Governmental Body or regulatory authority in connection other third party other than filings under the HSR Act and the filing of the Certificate of Merger with the execution, delivery and performance Secretary of this Agreement by State of the Buyer other than those that, in the case State of clauses (b), (c) and (d) above, are not likely to have a Material Adverse EffectDelaware.