Common use of No Approvals or Conflicts Clause in Contracts

No Approvals or Conflicts. The execution, delivery and performance by the Buyers of this Agreement and the Transaction Agreements and the consummation by the Buyers of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Buyers of the organizational documents of any of the Buyers, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Buyers (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 creation of any Encumbrance, other than a Permitted Encumbrance, upon any of the properties or assets of any of the Buyers under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Buyers or any of its properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Buyers or any of their respective properties or assets or (iv) except for applicable requirements of the HSR Act, the EC Merger Regulation and other applicable Competition/Investment Law and filings that are or may be required by the Exchange Act, the Securities Act or any state securities or "blue sky" Laws, require any Governmental Approval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to have Buyer Material Adverse Effect or a material adverse effect on the ability of the Buyers to consummate the transactions contemplated by this Agreement.

No Approvals or Conflicts. The Except as set forth in Section 3.3 of the Disclosure Schedule, the execution, delivery and performance by the Buyers Buyer of this Agreement and the Transaction Agreements and the consummation by the Buyers Buyer of the transactions contemplated hereby and thereby do not and to be consummated by it will not (i) violate, conflict with or result in a breach by the Buyer of any provision of the Buyers Certificate of Incorporation or By-laws of the organizational documents of any of the BuyersBuyer, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by any of the Buyers Buyer (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 creation of any Encumbrancelien, other than a Permitted Encumbrancesecurity interest, charge or encumbrance upon any of the Buyer's properties or assets of any of the Buyers under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Buyers Buyer or any of its properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order order, injunction, judgment, ruling, law or Law regulation of any court or governmental authority applicable to any of the Buyers Buyer or any of their respective properties or assets its properties, or (iv) except for applicable requirements of the HSR Act, the EC Merger Regulation and other applicable Competition/Investment Law and filings that are or may be required by the Exchange Act, the Securities Act or any state securities or "blue sky" Laws, require any Governmental Approvalorder, exceptconsent, with respect to approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any governmental or regulatory authority, excluding from the foregoing clauses (ii), ) and (iii) and (iv) above, as would notsuch violations, conflicts and breaches which, individually or in the aggregate, would not reasonably be expected likely to have Buyer Material Adverse Effect or a material adverse effect on the ability of the Buyers Buyer to consummate the transactions contemplated hereby to be consummated by this Agreementit or cause the Buyer to suffer a loss or pay a claim in excess of $25,000.

No Approvals or Conflicts. The execution, delivery and performance by the Buyers Buyer of this Agreement and the Transaction Ancillary Agreements to which it is a party and the consummation by the Buyers Buyer of the transactions contemplated hereby and thereby do not and will not (ia) violate, conflict with or result in a breach by any the Buyer of the Buyers of the its organizational documents (including its certificate of any of the Buyersincorporation, by-laws or similar documents); (iib) violate, conflict with or result in a breach of, or constitute a default by any of the Buyers 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, or result in the creation of any Encumbrance, other than a Permitted Encumbrance, Encumbrance upon any of the properties or assets of any of the Buyers under, Buyer under any note, bond, mortgage, indenture, deed of trust, license, franchise, permitPermit, lease, contract, agreement or other instrument to which any of the Buyers Buyer or any of its properties or assets may be bound, ; (iiic) violate or result in a breach of any Governmental Order or Law applicable to any of the Buyers Buyer or any of their respective properties or assets its properties; or (ivd) except for applicable requirements of the HSR Act, the EC Merger Regulation and other applicable or any Competition/Foreign Investment Law and filings that are or may be required by the Exchange Act, the Securities Act or any state securities or "blue sky" LawsLaw, require any order, consent, approval or authorization of notice to or declaration, filing, application, qualification or registration with, any Governmental ApprovalAuthority, except, with respect to the foregoing clauses (iib), (iiic) and (ivd) above, as would not, individually or in the aggregate, reasonably be expected to not have Buyer Material Adverse Effect or a material adverse effect on the ability of the Buyers Buyer to consummate the transactions contemplated by this Agreement.

No Approvals or Conflicts. (a) The execution, delivery and performance by the Buyers such Buyer of this Agreement and the Transaction Ancillary Agreements to which such Buyer is a party and the consummation by the Buyers such Buyer of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Buyers such Buyer of the organizational documents of any of the Buyerssuch Buyer, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Buyers such Buyer (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 creation of any EncumbranceLien, other than a Permitted EncumbranceLien, upon any of the properties or assets of any of the Buyers such Buyer under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Buyers such Buyer or any of its properties or assets may be bound, or (iii) subject to the receipt of the requisite approvals referred to on SCHEDULE 5.3(A), violate or result in a breach of any Governmental Order or Law applicable to any of the Buyers such Buyer or any of their respective its properties or assets or (iv) assets, except for applicable requirements of the HSR Act, the EC Merger Regulation and other applicable Competition/Investment Law and filings that are or may be required by the Exchange Act, the Securities Act or any state securities or "blue sky" Laws, require any Governmental Approval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect or a material adverse effect on the ability of the Buyers such Buyer to consummate the transactions contemplated by this Agreement. (b) Except as set forth on SCHEDULE 5.3(B), no Consent is required to be obtained by such Buyer for the consummation by such Buyer of the transactions contemplated by this Agreement or the Ancillary Agreements to which such Buyer is a party.

No Approvals or Conflicts. The Except as set forth in Section 3.3 of the Disclosure Schedule, the execution, delivery and performance by the Buyers Buyer of this Agreement and the Transaction Agreements and the consummation by the Buyers Buyer of the transactions contemplated hereby and thereby do not and to be consummated by it will not (i) violate, conflict with or result in a breach by the Buyer of any provision of the Buyers Certificate of Incorporation or By-laws of the organizational documents of any of the BuyersBuyer, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by any of the Buyers Buyer (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 creation of any Encumbrancelien, other than a Permitted Encumbrancesecurity interest, charge or encumbrance upon any of the Buyer's properties or assets of any of the Buyers under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Buyers Buyer or any of its properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order order, injunction, judgment, ruling, law or Law regulation of any court or governmental authority applicable to any of the Buyers Buyer or any of their respective properties or assets its properties, or (iv) except for applicable requirements of the HSR Act, the EC Merger Regulation and other applicable Competition/Investment Law and filings that are or may be required by the Exchange Act, the Securities Act or any state securities or "blue sky" Laws, require any Governmental Approvalorder, exceptconsent, with respect to approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any governmental or regulatory authority, excluding from the foregoing clauses (ii), ) and (iii) and (iv) above, as would notsuch violations, conflicts and breaches which, individually or in the aggregate, would not reasonably be expected likely to have Buyer Material Adverse Effect or a material adverse effect on the ability of the Buyers Buyer to consummate the transactions contemplated hereby to be consummated by this Agreementit or cause the Buyer to suffer a loss or pay a claim in excess of $50,000.