Common use of No Conflicts; Consents and Approvals Clause in Contracts

No Conflicts; Consents and Approvals. (a) Except as set forth in Section 4.03(a) of the Disclosure Schedule, neither the execution and delivery by Seller of this Agreement or the other Transaction Documents to which it is or will be a party, nor the consummation by Seller of the Transactions will (i) violate or conflict with any provision of Seller’s Organizational Documents, (ii) assuming receipt of all Consents of Governmental Authorities described in Section 4.03(b) of the Disclosure Schedule, violate in any material respect any Law to which Seller is subject or (iii) result in the imposition or creation of any Lien (other than Permitted Liens) on the Company Stock, except in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to prevent, materially impede or materially delay Seller’s ability to timely consummate the Transactions. (b) No Consent of, with or to any Governmental Authority is required to be obtained or made by Seller in connection with the execution and delivery by Seller of this Agreement or the other Transaction Documents to which it is or will be a party or the consummation of the Transactions, other than (i) requirements of any securities Laws, (ii) Consents set forth in Section 4.03(b) of the Disclosure Schedule, (iii) the requirements of the HSR Act, and (iv) Consents that may be required because of Purchaser’s or Parent’s participation in the Transactions, including any requirements applicable as a result of the specific legal or regulatory status of Purchaser, Parent or any of their respective Affiliates or as a result of any other facts that specifically relate to the business or activities in which Purchaser, Parent or any of their respective Affiliates are or propose to be engaged.

No Conflicts; Consents and Approvals. (a) Except as set forth in Section 4.03(a) The execution, delivery and performance by each of the Disclosure Schedule, neither Parent and the execution and delivery by Seller Sub of this Agreement or and the other Transaction Documents to which it is or will be a party, nor and the consummation by Seller of the Transactions transactions contemplated hereby and thereby do not and will not (with or without the giving of notice, the lapse of time, or both) conflict with, or result in any violation or breach of, or require any Consent under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Parent or the Sub under (i) violate assuming compliance with the matters referred to in Section 5.2(b), any Applicable Law applicable to the Parent or conflict with the Sub or any provision of Seller’s Organizational Documentsthe properties or assets of the Parent or the Sub, (ii) assuming receipt of all Consents of Governmental Authorities described in Section 4.03(b) of the Disclosure Schedule, violate in any material respect any Law Contract to which Seller the Parent or the Sub is subject a party or by which the Parent or the Sub or any of their properties or assets is bound or affected (iii) result in any Organizational Documents of the imposition Parent or creation of any Lien (other than Permitted Liens) on the Company StockSub, except in the case of clauses (iii) and (iii)ii) above, as for any such violation, breach or approval which would not reasonably be expected, individually expected to materially impair the ability of the Parent or in the aggregate, Sub to prevent, materially impede or materially delay Seller’s ability to timely consummate the Transactionstransactions contemplated by this Agreement. (b) No Consent of, with or to any Governmental Authority Approval is required to be obtained or made by Seller or with respect to the Parent or the Sub in connection with the execution and delivery by Seller of this Agreement or and the other Transaction Documents to which it is or will be a party or the consummation of the Transactions, other than transactions contemplated hereby or thereby except (i) requirements of any securities Laws, filings required with respect to the HSR Act and (ii) Consents set forth in Section 4.03(b) where the failure to do so would not reasonably be expected to materially impair the ability of the Disclosure Schedule, (iii) the requirements of the HSR Act, and (iv) Consents that may be required because of Purchaser’s or Parent’s participation in the Transactions, including any requirements applicable as a result of the specific legal or regulatory status of Purchaser, Parent or any of their respective Affiliates or as a result of any other facts that specifically relate the Sub to consummate the business or activities in which Purchaser, Parent or any of their respective Affiliates are or propose to be engagedtransactions contemplated by this Agreement.

No Conflicts; Consents and Approvals. (a) Except as set forth in Section 4.03(a5.03(a) of the Disclosure Schedule, neither the execution and delivery by such Seller of this Agreement or the other Transaction Documents to which it is or will be a party, nor the consummation by such Seller of the Transactions will (i) violate or conflict with any provision of such Seller’s Organizational Documents, (ii) violate, result in a breach of or require consent or notice under any material Contract to which such Seller is a party, or result in the acceleration of or create in any Person the right to accelerate, terminate, modify or cancel any such material Contract, (iii) assuming receipt of all Consents of Governmental Authorities described in Section 4.03(b5.03(b) of the Disclosure Schedule, materially violate or result in any a material respect violation of any Law to which such Seller is subject or (iiiiv) result in the imposition or creation of any Lien (other than Permitted Liens) on the Company StockGeneral Partner Interests or the Partnership Interests, except in the case of clauses (ii) and (iiiiv), as would not reasonably be expected, individually or in the aggregate, to prevent, materially impede or materially delay such Seller’s ability to timely consummate the Transactions. (b) No Consent of, with or to any Governmental Authority is required to be obtained or made by such Seller in connection with the execution and delivery by such Seller of this Agreement or the other Transaction Documents to which it is or will be a party or the consummation of the Transactions, other than (i) requirements of any securities Laws, (ii) Consents set forth in Section 4.03(b5.03(b) of the Disclosure Schedule, (iii) the requirements of Consents required under the HSR Act, (iv) Consents not required to be made or given until after the Closing and (ivv) Consents that may be required because of the Purchaser’s or Parent’s participation in the Transactions, including any requirements applicable as a result of the specific legal or regulatory status of Purchaser, Parent the Purchaser or any of their respective its Affiliates or as a result of any other facts that specifically relate to the business or activities in which Purchaser, Parent the Purchaser or any of their respective its Affiliates are or propose to be engagedengaged (other than the Business).

No Conflicts; Consents and Approvals. (a) Except as set forth in Section 4.03(a) of Neither the Disclosure Scheduleexecution, neither the execution delivery and delivery by Seller performance of this Agreement by Purchaser, or of the other Transaction Documents Agreements to which it is or will be a party, nor the consummation by Seller Purchaser of the Transactions will transactions contemplated hereby or thereby, shall: (i) conflict with, violate or conflict with result in a breach of, or result in the acceleration of any provision rights under or the creation in any party of Seller’s Organizational Documents, the right to accelerate any provisions of the certificate of incorporation or bylaws (or equivalent organizational documents) of Purchaser; (ii) assuming receipt of all Consents of Governmental Authorities described in Section 4.03(b) of the Disclosure Schedule, violate in any material respect any Law to which Seller is subject constitute or (iii) result in the imposition or creation breach of any Lien (other than Permitted Liens) on the Company Stockterm, except condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the case creation or imposition of clauses (ii) and (iii)a Lien upon any property or assets of Purchaser, as pursuant to any Contract to which Purchaser is a party, that would not in any such event, have or reasonably be expectedexpected to have, individually or in the aggregate, a Purchaser Material Adverse Effect; or (iii) violate any applicable Law or Order applicable to prevent, materially impede Purchaser or materially delay Seller’s ability to timely consummate the Transactionsany of its properties or assets. (b) No Consent ofThe execution, with or to any Governmental Authority is required to be obtained or made delivery and performance by Seller in connection with the execution and delivery by Seller Purchaser of this Agreement or Agreement, and of the other Transaction Documents Agreements to which it is or will be a party or party, and the consummation by Purchaser of the Transactionstransactions contemplated hereby and thereby does not and will not require any consent, other than approval, authorization or permit of, action by, filing with or notification to, any Person, except for (i) requirements of any securities Laws, the Closing Regulatory Approvals and (ii) Consents set forth in Section 4.03(b) those consents, approvals, authorizations or permits of, actions by, filings with or notifications the failure of the Disclosure Schedulewhich to be made or obtained would not reasonably be expected to have, (iii) the requirements of the HSR Act, and (iv) Consents that may be required because of Purchaser’s individually or Parent’s participation in the Transactionsaggregate, including any requirements applicable as a result of the specific legal or regulatory status of Purchaser, Parent or any of their respective Affiliates or as a result of any other facts that specifically relate to the business or activities in which Purchaser, Parent or any of their respective Affiliates are or propose to be engaged.Purchaser Material Adverse Effect. |

No Conflicts; Consents and Approvals. (a) Except as set forth in Section 4.03(a5.03(a) of the Disclosure Schedule, neither the execution and delivery by Seller the New Member of this Agreement or the other Transaction Documents to which it is or will be a party, nor the consummation by Seller the New Member of the Transactions will transactions contemplated hereby or thereby, will: (i) violate or conflict with any provision of Seller’s the Organizational Documents, Documents of the New Member; (ii) violate, result in a breach of, or require consent or notice under any material Contract to which the New Member is a party or by which any of its assets are bound, or result in the acceleration of or create in any Person the right to accelerate, terminate, modify, or cancel any such material Contract; (iii) assuming receipt of all Consents of Governmental Authorities described in Section 4.03(b5.03(b) of the Disclosure Schedule, violate violate, conflict with, or result in any material respect a violation of or conflict with any Law to which Seller the New Member is subject subject; or (iiiiv) result in the imposition or creation of any Lien (other than Permitted Liens) on the Company Stockassets of the New Member, except in the case of clauses (ii), (iii) and (iiiiv), as would not reasonably be expectedexpected to have, individually or in the aggregate, to prevent, materially impede or materially delay Seller’s ability to timely consummate the Transactionsa New Member Material Adverse Effect. (b) No Consent of, or Filing with or to to, any Person (including a Governmental Authority Authority) is required to be obtained or made by Seller the New Member in connection with the execution and delivery by Seller the New Member of this Agreement or the other Transaction Documents to which it is or will be a party or the consummation of the Transactionstransactions contemplated hereby or thereby, other than (i) requirements of any securities LawsCompetition Laws or as set forth on Section 5.03(b) of the Disclosure Schedule, (ii) Consents or Filings set forth in Section 4.03(b5.03(b) of the Disclosure Schedule, (iii) Filings and Consents not required to be made, given or obtained until after the requirements of the HSR ActClosing, and (iv) Consents that may be required because of Purchaser’s or Parent’s participation in the Transactions, including any requirements applicable as a result of the specific legal or regulatory status of Purchaser, Parent the Existing Member or any of their respective its Affiliates or as a result of any other facts that specifically relate to the business or activities in which Purchaser, Parent the Existing Member or any of their respective its Affiliates are or propose to be engaged.

No Conflicts; Consents and Approvals. (a) Except as set forth in Section 4.03(a3.02(a) of the Disclosure Schedule, and, assuming receipt of all Consents of Governmental Authorities described in Section 3.02(b) of the Disclosure Schedule, neither the execution and delivery by an applicable Seller of this Agreement or the other any Transaction Documents to which it is or will be a party, nor the consummation by such applicable Seller of the Transactions will (i) violate or conflict with any provision of Sellerany Partnership Group member’s or MMP Group member’s Organizational Documents, (ii) assuming receipt violate, result in a breach of all Consents or require consent or notice under any Material Contract, or result in the acceleration of Governmental Authorities described in Section 4.03(b) of the Disclosure Schedule, violate or create in any Person the right to accelerate, terminate, modify or cancel, any rights or obligations under any Material Contract, (iii) materially violate or result in a material respect violation of any Law to which Seller any Partnership Group member or MMP Group member is subject or (iiiiv) result in the imposition or creation of any Lien (other than Permitted Liens) on any Partnership Group member’s or MMP Group member’s assets, the Company StockPartnership Group Interests or the MMP Interests, except in the case of clauses (ii) and (iiiiv), as would not reasonably be expected, individually or in the aggregate, expected to prevent, materially impede or materially delay Seller’s ability to timely consummate the Transactionshave a Material Adverse Effect. (b) No Consent of, with or to any Governmental Authority is required to be obtained or made by Seller any member of the Partnership Group or the MMP Group in connection with the execution and delivery by an applicable Seller of this Agreement or the other Transaction Documents to which it is or will be a party or the consummation of the Transactions, other than (i) requirements of any securities Laws, (ii) Consents set forth in Section 4.03(b3.02(b) of the Disclosure ScheduleSchedule or required pursuant to the HSR Act, (iii) Consents that, if not obtained or made, would not reasonably be expected to have a Material Adverse Effect or materially delay the requirements of Closing, (iv) Consents not required to be made or given until after the HSR Act, Closing and (ivv) Consents that may be required because of the Purchaser’s or Parent’s participation in the Transactions, including any requirements applicable as a result of the specific legal or regulatory status of Purchaser, Parent the Purchaser or any of their respective its Affiliates or as a result of any other facts that specifically relate to the business or activities in which Purchaser, Parent the Purchaser or any of their respective its Affiliates are or propose to be engagedengaged (other than the Business).

No Conflicts; Consents and Approvals. (a) Except as set forth in Section 4.03(a) of the Disclosure Schedule, neither the execution and delivery by the Seller of this Agreement or the other Transaction Documents to which it is or will be a party, nor the consummation by the Seller of the Transactions will (i) violate or conflict with any provision of the Seller’s Organizational Documents, (ii) violate, result in a Breach of or require consent or notice under any material Contract to which the Seller is a party, or result in the acceleration of or create in any Person the right to accelerate, terminate, modify or cancel any such material Contract, (iii) assuming receipt of all Consents of Governmental Authorities described in Section 4.03(b) of the Disclosure Schedule, violate or result in any material respect a violation of any Law to which the Seller is subject or (iiiiv) result in the imposition or creation of any Lien (other than Permitted Liens) on the Company StockInterests, except in the case of clauses (ii), (iii) and (iiiiv), as would not reasonably be expected, individually or in the aggregate, to prevent, materially impede or materially delay the Seller’s ability to timely consummate the Transactions. (b) No Consent of, with or to any Governmental Authority is required to be obtained or made by the Seller in connection with the execution and delivery by the Seller of this Agreement or the other Transaction Documents to which it is or will be a party or the consummation of the Transactions, other than (i) requirements of any securities Laws, (ii) Consents set forth in Section 4.03(b) of the Disclosure Schedule, (iii) the requirements of Consents required under the HSR Act, (iv) Consents not required to be made or given until after the Closing and (ivv) Consents that may be required because of the Purchaser’s or Parent’s participation in the Transactions, including any requirements applicable as a result of the specific legal or regulatory status of Purchaser, Parent the Purchaser or any of their respective its Affiliates or as a result of any other facts that specifically relate to the business or activities in which Purchaser, Parent the Purchaser or any of their respective its Affiliates are or propose to be engagedengaged (other than the Business).