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

No Conflicts; Consents and Approvals. The execution and delivery by such Seller of this Agreement does not, and the performance by such Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Charter Documents of such Seller; (b) materially violate or result in a material default (or give rise to any right of termination, cancellation or acceleration) under any material Contract to which such Seller is a party, or require any notice under any material Contract to which such Seller is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien (other than a Permitted Lien) upon any of the assets of the Facilities; and (c) assuming all required filings, approvals, consents, authorizations and notices set forth on Schedule 3.03(c) (collectively, “Seller Approvals”) have been made, obtained or given, (i) materially violate or materially breach any material Law or writ, judgment, order or decree applicable to such Seller (ii) require any consent or approval of any Governmental Authority under any material applicable Law applicable to such Seller or (iii) require the material consent or material approval of any third party (other than a Governmental Authority) under a material Contract.

No Conflicts; Consents and Approvals. The execution and delivery by such Seller of this Agreement does do not, and the performance by such Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Charter Documents of such Sellerany of the Seller Entities; (b) materially assuming all consents set forth on Schedule 3.03(b) (collectively, the “Seller Consents”) have been obtained, violate or result in a material default (or give rise to any right of termination, cancellation or acceleration) under any material Contract to which such any Seller Entity is a party, except for any such violations or require any notice under any material Contract to which such Seller is a party or by which it is bound or to which any of its assets is subject defaults (or rights of termination, cancellation or acceleration) which, individually or in the aggregate, would not reasonably be expected to result in the imposition of any Lien (other than a Permitted Lien) upon any of the assets of the Facilitiesmaterial adverse effect on Seller’s ability to perform its obligations hereunder; and (c) assuming all required filings, approvals, consents, authorizations and notices set forth on Schedule 3.03(c) (collectively, the “Seller Governmental Approvals”) have been made, obtained or given, (i) materially conflict with, violate or materially breach any material term or provision of any Law or writ, judgment, order or decree applicable to such the Seller Entities or (ii) require any the material consent or approval of any Governmental Authority under any material applicable Law applicable to such Seller or (iii) require the material consent or material approval of any third party (other than a Governmental Authority) under a material ContractLaw.

No Conflicts; Consents and Approvals. The execution and delivery by such Seller Buyer Party of this Agreement does not, and the performance by such Seller Buyer Party of its respective obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Charter Organizational Documents of such SellerBuyer Party; (b) materially violate be in violation of or result in a material breach of or default (or give rise to any right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both) any material Contract to which such Seller Buyer Party is a party, except for any such violations or require any notice under any material Contract to which such Seller is a party or by which it is bound or to which any of its assets is subject defaults (or result in the imposition rights of any Lien (other than termination, cancellation or acceleration) which would not reasonably be expected to materially delay or have a Permitted Lien) upon any of the assets of the Facilitiesmaterial adverse effect on such Buyer Party’s ability to perform its respective obligations under this Agreement; andor (c) assuming all required filings, approvals, consents, authorizations and notices set forth on Schedule 3.03(c) (collectively, “Seller Approvals”) have been made, obtained or given, (i) materially conflict with, violate or materially breach any material term or provision of any Law or writ, judgment, order or decree applicable to such Seller Buyer Party, except as would not reasonably be expected to materially delay or have a material adverse effect on such Buyer Party’s ability to perform its obligations under this Agreement or (ii) require any consent or approval of of, notice to, or declaration, filing or registration with any Governmental Authority under any material applicable Law applicable to Law, except for such Seller or (iii) require filings as may be required under the material consent or material approval of any third party (Exchange Act and other than a Governmental Authority) under such consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not reasonably be expected to materially delay or have a material Contractadverse effect on such Buyer Party’s ability to perform its respective obligations under this Agreement.

No Conflicts; Consents and Approvals. The execution and delivery by such Seller Buyer of this Agreement does notAgreement, and the performance by such Seller Buyer of its obligations under this Agreement hereunder and the consummation of the transactions contemplated hereby will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the its Charter Documents of such SellerDocuments; (b) materially violate be in violation of or result in a material default (or give rise to any right of termination, cancellation or acceleration) under any material Contract to which such Seller is a party, or require any notice under any material Contract to which such Seller Buyer is a party or by which it is bound or to which any of its assets is subject may be bound except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, reasonably be expected to result in the imposition of any Lien (other than a Permitted Lien) upon any of the assets of the Facilitiesmaterial adverse effect on Buyer’s ability to perform its obligations hereunder; andor (c) assuming all required filings, approvals, consents, authorizations and notices set forth on in Schedule 3.03(c5.03(c) (collectively, the “Seller Buyer Governmental Approvals”) have been made, obtained or given, (i) materially violate conflict with or materially result in a violation or breach of any material term or provision of any Law or writ, judgment, order or decree applicable to such Seller Buyer or any of its assets or (ii) require any the material consent or approval of any Governmental Authority under any material applicable Law applicable to such Seller or (iii) require the material consent or material approval of any third party (other than a Governmental Authority) under a material ContractLaw.

No Conflicts; Consents and Approvals. The execution and delivery by such Seller Seller's Parent of this Agreement does not, and the performance by such Seller Seller's Parent of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (ai) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Charter Organizational Documents of such Seller's Parent; (bii) materially violate assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 3.02(b)(ii) (collectively, the “Seller's Parent's Approvals”) have been obtained, be in violation of or result in a breach of or default in any material default respect (or give rise to any right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both) any material Contract to which such Seller Seller's Parent is a party, or require any notice under any material Contract to which such Seller is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien (other than a Permitted Lien) upon any of the assets of the Facilities; andor (ciii) assuming all required filingsof Seller's Parent's Approvals and other notifications provided in the ordinary course of business and, approvalsto the extent applicable, consents, authorizations and notices set forth on Schedule 3.03(c) (collectively, “Seller Approvals”) consistent with past practice have been made, obtained or given, given (i) materially conflict with, violate or materially breach any material term or provision of any Applicable Law or writ, judgment, order or decree applicable to such Seller Seller's Parent or (ii) require any consent or approval of any Governmental Authority Authority, or notice to, or declaration, filing or registration with, any Governmental Authority, under any material applicable Law applicable to such Seller or (iii) require the material consent or material approval of any third party (other than a Governmental Authority) under a material ContractApplicable Law.

No Conflicts; Consents and Approvals. The execution and delivery by such Seller Buyer of this Agreement does notAgreement, and the performance by such Seller Buyer of its obligations under this Agreement hereunder and the consummation of the transactions contemplated hereby will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the its Charter Documents of such SellerDocuments; (b) materially violate be in violation of or result in a material default (or give rise to any right of termination, cancellation or acceleration) under any material Contract to which such Seller is a party, or require any notice under any material Contract to which such Seller Buyer is a party or by which it is bound or to which any of its assets is subject may be bound except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, reasonably be expected to result in the imposition of any Lien (other than a Permitted Lien) upon any of the assets of the Facilitiesmaterial adverse effect on Buyer's ability to perform its obligations hereunder; andor (c) assuming all required filings, approvals, consents, authorizations and notices set forth on in Schedule 3.03(c5.03(c) (collectively, “Seller Approvals”the "BUYER GOVERNMENTAL APPROVALS") have been made, obtained or given, (i) materially violate conflict with or materially result in a violation or breach of any material term or provision of any Law or writ, judgment, order or decree applicable to such Seller Buyer or any of its assets or (ii) require any the material consent or approval of any Governmental Authority under any material applicable Law applicable to such Seller or (iii) require the material consent or material approval of any third party (other than a Governmental Authority) under a material ContractLaw.

No Conflicts; Consents and Approvals. The execution and delivery by such Seller Buyer of this Agreement does notAgreement, and the performance by such Seller Buyer of its obligations under this Agreement hereunder and the consummation of the transactions contemplated hereby will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the its Charter Documents of such SellerDocuments; (b) materially violate be in violation of or result in a material default (or give rise to any right of termination, cancellation or acceleration) under any material Contract to which such Seller is a party, or require any notice under any material Contract to which such Seller Buyer is a party or by which it is bound or to which any of its assets is subject may be bound except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, reasonably be expected to result in the imposition of any Lien (other than a Permitted Lien) upon any of the assets of the Facilitiesmaterial adverse effect on Buyer’s ability to perform its obligations hereunder; andor (c) assuming all required filings, approvals, consents, authorizations and notices set forth on in Schedule 3.03(c5.03(c) (collectively, the “Seller ApprovalsBUYER GOVERNMENTAL APPROVALS”) have been made, obtained or given, (i) materially violate conflict with or materially result in a violation or breach of any material term or provision of any Law or writ, judgment, order or decree applicable to such Seller Buyer or any of its assets or (ii) require any the material consent or approval of any Governmental Authority under any material applicable Law applicable to such Seller or (iii) require the material consent or material approval of any third party (other than a Governmental Authority) under a material ContractLaw.

No Conflicts; Consents and Approvals. The execution and delivery by such Seller of this Agreement does notAgreement, and the performance by such Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby will do not: (a) conflict with violate or result in a violation or breach of any of the terms, conditions or provisions of the Charter Documents of such SellerSeller or any Company; (b) materially assuming the consents disclosed on Schedule 3.5(b) (the “Company Consents”) have been obtained or made, violate or result in a material default (or give rise to any right an event that with notice or the lapse of termination, cancellation time or accelerationboth would constitute a material breach or material violation) under any material Material Contract to which such Seller or any Company is a party, subject to or require any notice under any material Contract to which such Seller is a party bound or by which it any material asset owned by the Companies or otherwise used in connection with the Business is in any way bound or to which obligated, including any of its assets is subject (or result in the imposition of any Lien (other than a Permitted Lien) upon any of the assets of the FacilitiesMaterial Contract; and (c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth disclosed on Schedule 3.03(c3.5(c) (collectively, the “Seller Approvals”) and the HSR Approval, if required, have been received and the Company Consents have been made, obtained or given, (i) materially violate or materially result in a breach of any Law applicable to Seller or any Company in any material Law respect, or writ, judgment, order or decree applicable to such Seller (ii) require any consent or approval of any Governmental Authority under any material applicable Law applicable to such Seller or (iii) require the material consent or material approval of any third party (other than a Governmental Authority) under a material ContractCompany.

No Conflicts; Consents and Approvals. The execution and delivery by such Seller of this Agreement does do not, and the performance by such Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (a) assuming the Seller Consents have been obtained, conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Charter Documents of such Sellerany of the Seller Entities; (b) materially assuming all consents set forth on Schedule 3.03(b) (collectively, the "SELLER CONSENTS") have been obtained, violate or result in a material default (or give rise to any right of termination, cancellation or acceleration) under any material Contract to which such any Seller Entity is a party, except for any such violations or require any notice under any material Contract to which such Seller is a party or by which it is bound or to which any of its assets is subject defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, reasonably be expected to result in the imposition of any Lien (other than a Permitted Lien) upon any of the assets of the Facilitiesmaterial adverse effect on Seller's ability to perform its obligations hereunder; and (c) assuming all required filings, approvals, consents, authorizations and notices set forth on Schedule 3.03(c) (collectively, “Seller Approvals”the "SELLER GOVERNMENTAL APPROVALS") have been made, obtained or given, (i) materially conflict with, violate or materially breach any material term or provision of any Law or writ, judgment, order or decree applicable to such the Seller Entities or (ii) require any the material consent or approval of any Governmental Authority under any material applicable Law applicable to such Seller or (iii) require the material consent or material approval of any third party (other than a Governmental Authority) under a material ContractLaw.

No Conflicts; Consents and Approvals. The execution and delivery by such Seller of this Agreement does do not, and the performance by such Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (a) assuming the Seller Consents have been obtained, conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Charter Documents of such Sellerany of the Seller Entities; (b) materially assuming all consents set forth on Schedule 3.03(b) (collectively, the “SELLER CONSENTS”) have been obtained, violate or result in a material default (or give rise to any right of termination, cancellation or acceleration) under any material Contract to which such any Seller Entity is a party, except for any such violations or require any notice under any material Contract to which such Seller is a party or by which it is bound or to which any of its assets is subject defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, reasonably be expected to result in the imposition of any Lien (other than a Permitted Lien) upon any of the assets of the Facilitiesmaterial adverse effect on Seller’s ability to perform its obligations hereunder; and (c) assuming all required filings, approvals, consents, authorizations and notices set forth on Schedule 3.03(c) (collectively, the “Seller ApprovalsSELLER GOVERNMENTAL APPROVALS”) have been made, obtained or given, (i) materially conflict with, violate or materially breach any material term or provision of any Law or writ, judgment, order or decree applicable to such the Seller Entities or (ii) require any the material consent or approval of any Governmental Authority under any material applicable Law applicable to such Seller or (iii) require the material consent or material approval of any third party (other than a Governmental Authority) under a material ContractLaw.

No Conflicts; Consents and Approvals. The execution and delivery by such Seller of this Agreement does do not, and the performance by such Seller of its obligations under this Agreement hereunder do not and the consummation of the transactions contemplated hereby and the taking of any action contemplated to be taken by any Parent Company or Project Company hereunder or pursuant to the Company Assignment Agreements or the Assignment and Assumption Agreements, as applicable, will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Charter Documents of such Sellerany Project Company; (b) materially violate assuming all of the consents set forth on Schedule 4.2 (the “Company Consents”) have been obtained, be in material violation of or result in a material breach of or default (or give rise to any material right of termination, cancellation or acceleration) (with or without the giving of notice, lapse of time, or both) under any material Material Contract to which such Seller is a party, or require any notice under any material Contract to which such Seller is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien (other than a Permitted Lien) upon any of the assets of the Facilities; andAffiliate Contract; (c) assuming all required filings, approvals, consents, authorizations and notices set forth on Schedule 3.03(c) (collectively, “the Seller Approvals”) , the Company Consents and other notifications provided in the ordinary course of business consistent with past practice have been made, obtained or given, (i) materially violate conflict with or materially result in a violation or breach of any material term or provision of any Law or writ, judgment, order or decree applicable to such Seller any Project Company or any of its material Purchased Assets or (ii) require any the consent or approval of any Governmental Authority Authority, or notice to, or declaration, filing or registration with, any Governmental Entity, under any material applicable Law applicable to such Seller Law; or (d) result in the imposition or (iii) require the material consent or material approval creation of any third party (Lien on any material Purchased Assets, other than a Governmental Authority) under a material ContractPermitted Liens, or on any Company Interests.

No Conflicts; Consents and Approvals. The execution and delivery by such Seller Buyer of this Agreement does and each of the documents contemplated hereby do not, and the performance by such Seller Buyer of its obligations hereunder and under this Agreement each of the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the its Charter Documents of such SellerDocuments; (b) materially violate be in violation of or result in a material default (or give rise to any right of termination, cancellation or acceleration) under any material Contract to which such Seller is a party, or require any notice under any material Contract to which such Seller Buyer is a party or by which it is bound or to which any of its assets is subject may be bound except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, be reasonably expected to result in the imposition of any Lien (other than a Permitted Lien) upon any of the assets of the Facilitiesmaterial adverse effect on Buyer’s ability to perform its obligations hereunder; andor (c) assuming all required filings, approvals, consents, authorizations and notices set forth on in Schedule 3.03(c6.3(c) (collectively, the “Seller Buyer Governmental Approvals”) have been made, obtained or given, (i) materially violate conflict with or materially result in a violation or breach of any material term or provision of any Law or writ, judgment, order or decree applicable to such Seller Buyer or any of its assets or (ii) require any the consent or approval of any Governmental Authority under any material applicable Law applicable Law, except in each case such conflicts, violations or breaches, or the failure to obtain such Seller consents or (iii) require the material consent or material approval of any third party (other than a Governmental Authority) under approvals, which would not reasonably be expected to result in a material Contractadverse effect on Buyer’s ability to perform its obligations hereunder.

No Conflicts; Consents and Approvals. The execution and delivery by such Seller of this Agreement does do not, and the performance by such Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Charter Documents of such SellerSeller or of any Parent Company; (b) materially violate be in violation of or result in a material default (or give rise to any right of termination, cancellation or acceleration) under any material Contract to which such Seller or any Parent Company is a party, except for any such violations or require any notice under any material Contract to which such Seller is a party or by which it is bound or to which any of its assets is subject defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, reasonably be expected to result in a material adverse effect on Seller’s ability to perform its obligations hereunder or on the imposition of any Lien (other than a Permitted Lien) upon any consummation of the assets of the Facilitiestransactions contemplated hereby; and (c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 3.03(c3.3(c) (collectively, the “Seller Approvals”) ), the Company Consents and other notifications provided in the ordinary course of business have been made, obtained or given, (i) materially conflict with, violate or materially breach any material term or provision of any Law or writ, judgment, order or decree applicable to such Seller Seller, the Parent Companies or any of its or their material Assets or (ii) require any material consent or approval of any Governmental Authority under any material applicable Law applicable to such Seller or (iii) require the material consent or material approval of any third party (other than a Governmental Authority) under a material ContractLaw.

No Conflicts; Consents and Approvals. The execution and delivery by such Seller of this Agreement does and the Ancillary Agreements to which Seller is a party do not, and the performance by such Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby Ancillary Agreements to which Seller is a party will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Charter Organizational Documents of such Seller; (b) materially violate assuming all of the Seller Consents set forth in Schedule 3.3(b) have been obtained, be in violation of or result in a material breach of or default (or give rise to any right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both) any material Contract to which such Seller is a party, except for any such violations or require any notice under any material Contract to which such Seller is a party or by which it is bound or to which any of its assets is subject defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the aggregate, reasonably be expected to result in the imposition of any Lien (other than a Permitted Lien) upon any of the assets of the FacilitiesMaterial Adverse Effect on Seller's ability to perform its obligations hereunder; and (c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 3.03(c3.3(c) (collectively, “the "Seller Approvals”) "), Seller Consents and other notifications provided in the ordinary course of business have been made, obtained or given, (i) materially conflict with, violate or materially breach any material term or provision of any Law or writ, judgment, order or decree applicable to such Seller Seller; or (ii) require any consent or approval of any Governmental Authority Authority, or notice to, or declaration, filing or registration with, any Governmental Authority, under any material applicable Law applicable to such Seller or (iii) require the material consent or material approval of any third party (other than a Governmental Authority) under a material ContractLaw.

No Conflicts; Consents and Approvals. The execution and delivery by such Seller of this Agreement does not, and the performance by such Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Charter Documents of such Seller; (b) materially violate or result in a material default (or give rise to any right of termination, cancellation or acceleration) under any material Contract to which such Seller is a party, or require any notice under any material Contract to which such Seller is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien (other than a Permitted Lien) upon any of the assets of the FacilitiesFacility) except as would not, individually or in the aggregate, have a Material Adverse Effect; and (c) assuming all required filings, approvals, consents, authorizations and notices set forth on Schedule 3.03(c) (collectively, the “Seller Governmental Approvals”) have been made, obtained or givengiven and except as would not, individually or in the aggregate, have a Material Adverse Effect, (i) materially violate or materially breach any material Law or writ, judgment, order or decree applicable to such Seller (ii) require any the consent or approval of any Governmental Authority under any material applicable Law applicable to such Seller or (iii) require the material consent or material approval of any third party (other than a Governmental Authority) under a material Contract).