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 and, and when executed, the Ancillary Agreements to which such Seller is a party do not, and the performance by such Seller of its obligations under this Agreement and, and when executed, the Ancillary Agreements to which such Seller is a party will not: (a) if applicable, conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of such Seller; (b) assuming all consents set forth on Schedule 4.03(b) have been obtained or waived in writing, be in violation of or result in a 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 Contract to which such Seller is a party, except for (i) any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or, when executed, any Ancillary Agreement to which such Seller is a party and (ii) approvals required as a result of the business activities of Buyers and their Affiliates; or (c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 4.03(c) (collectively, the “Sellers’ Approvals”) have been made, obtained or given (i) conflict with, violate or breach any term or provision of any Applicable Law applicable to such Seller, except as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or (ii) require any consent or approval of any Governmental Authority, or notice to, or declaration, filing or registration with, any Governmental Authority, under any Applicable Law, other than (1) such consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder and (2) such approvals required as a result of the business activities of Buyers and their Affiliates.

No Conflicts; Consents and Approvals. The execution and delivery by such Seller each of the Companies of this Agreement and, and when executed, the Ancillary Agreements Transaction Documents to which such Seller the Company is a party do does not, and the consummation of the transactions contemplated hereby and thereby and the performance by such Seller the Company of its obligations hereunder and thereunder, assuming (a) the payment of the Closing Indebtedness in accordance with Section 2.3(d), (b) Purchaser’s compliance with its other obligations under this Agreement and, and when executed, (the Ancillary Agreements to which such Seller is a party will not: actions described in the foregoing subsection (a) if applicable, conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of such Seller; and this subsection (b) assuming all consents set forth are collectively referred to herein as the “Required Actions”), and (c) the receipt of the consents, approvals and waivers listed on Schedule 4.03(b4.4 (the “Required Consents”), do not and will not: (i) have been obtained violate or waived conflict with, result in writingthe loss of any rights or benefits or impose any additional or greater burdens or obligations, be in violation of give any third party additional or greater rights or benefits (including the right to terminate, modify, or accelerate any obligation), or result in a breach of, any term, condition or provision of, or constitute (with the giving of notice or lapse of time or both) a default (or give rise to any right of terminationtermination or cancellation, cancellation or acceleration) require any payment or result in the acceleration of any payments required thereunder), under (with or without A) the giving Organizational Documents of notice, the lapse of timeCompany, or both(B) any Contract to which such Seller is a party, except for (i) any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or, when executed, any Ancillary Agreement to which such Seller is a party and (ii) approvals required as a result of the business activities of Buyers and their Affiliates; or (c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 4.03(c) (collectively, the “Sellers’ Approvals”) have been made, obtained or given (i) conflict with, violate or breach any term or provision of any Applicable Law applicable to such Seller, except as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder Company; or (ii) require result in the creation of any consent Lien (other than Permitted Liens) upon any of the properties or assets owned or used by the Company or give to others any interest or right in any of the properties or assets owned or used by the Company. Assuming the completion of the Required Actions and receipt of the Required Consents, no other authorization, consent, permit or approval of any Governmental Authorityof, or notice to, or declaration, filing or registration with, any Governmental Authority, under Authority or any Applicable Law, other than (1) such consents, approvals, notices, declarations, filings Person is required to be obtained or registrations which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder and (2) such approvals required as a result by any of the business activities Companies in connection with the execution and delivery of Buyers this Agreement by the Company or the execution and their Affiliatesdelivery of any of the Transaction Documents to which the Company is a party.

No Conflicts; Consents and Approvals. The execution and delivery by such Seller of this Agreement and, and when executed, the Ancillary Agreements other Transaction Documents to which such Seller it is or will be a party do not and will not, and the performance by such Seller of its obligations under this Agreement and, and when executed, the Ancillary Agreements Transaction Documents to which such Seller it is or will be a party do not and will not: (a) if applicable, conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of such SellerSeller or any Acquired Company; (b) assuming all consents required Consents set forth on Schedule 4.03(b3.3(b) of the Sellers Disclosure Schedules (collectively, the “Sellers Approvals”), the Buyer Approvals and the Ratings Reaffirmation have been obtained made, obtained, waived or waived given, and the accuracy of the Buyer’s representations set forth in writingArticle V, be result in a violation of or result in a breach of or default (or give rise to any right of termination, modification, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both) any Material Contract to which any Acquired Company with respect to such Seller is a party or by which any of its properties is bound or any Contract to which such Seller is a partyparty or by which any of its properties is bound, except for (i) for any such violations or defaults (or rights of termination, modification, cancellation or acceleration) which would not, individually or in the aggregate, reasonably be expected to result in have a material adverse effect on such Seller’s ability to perform its obligations hereunder or, when executed, any Ancillary Agreement to which such Seller is a party and (ii) approvals required as a result of the business activities of Buyers and their Affiliates; orMaterial Adverse Effect; (c) assuming all required filings, waivers, approvals, consents, authorizations the Sellers Approvals and notices set forth on Schedule 4.03(c) (collectively, the “Sellers’ Approvals”) Buyer Approvals have been made, obtained obtained, waived or given given, and the accuracy of Buyer’s representations set forth in Article V, (i) conflict with, violate or breach any term or provision result in a violation of any Applicable Law applicable to such Seller or any Acquired Company with respect to such Seller, except as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or (ii) require any consent or approval Consent of any Governmental Authority, or notice to, or declaration, filing or registration with, any Governmental Authority, Authority under any Applicable applicable Law, in each case, other than (1) such consentsviolations or Consents, approvalsas applicable, noticeswhich, declarations, filings or registrations whichin the case of Consents, if not made made, obtained or obtainedgiven, (A) would not, individually not have a Material Adverse Effect or in the aggregate, reasonably be expected to (B) that would result in a material adverse effect on such Seller’s ability to perform its obligations hereunder and (2) such approvals required solely as a result of the specific legal or regulatory status of the Buyer or its Affiliates, or as a result of any other facts or circumstances that specifically relate to the business or activities in which the Buyer or its Affiliates are or propose to be engaged, other than the Business; or (d) result in the creation of Buyers and their Affiliatesan Encumbrance on any of the Acquired Interests (other than any Encumbrance that may be created by or on behalf of the Buyer).

No Conflicts; Consents and Approvals. The Subject to receipt of the Consents, approvals and waivers, and the making of the filings and notifications, in each case listed in Section 3.03 of the Seller Disclosure Schedule, none of (i) the execution and delivery by such Seller or the Subsidiary Transferors, as applicable, of this Agreement and, and when executed, the each Ancillary Agreements Agreement to which it is or will be a party, (ii) the consummation by Seller or such Subsidiary Transferors of the transactions contemplated hereby or thereby or (iii) the compliance by Seller is a party do notor the Subsidiary Transferors with any of the provisions hereof or thereof, and as the performance by such Seller of its obligations under this Agreement andcase may be, and when executed, the Ancillary Agreements to which such Seller is a party will notwill: (a) if applicableconflict with, conflict with violate or result in a violation or the breach of any provision of the terms, conditions certificate of incorporation or provisions by-laws or equivalent organizational documents of the Organizational Documents of such SellerSeller or any Subsidiary Transferor; (b) assuming all consents set forth on Schedule 4.03(brequire Seller or any Subsidiary Transferor to make any filing with, or obtain any Permit, authorization, clearance, consent or approval (each, a “Consent”) have been obtained from any Governmental Authority, except as may be required (i) solely by reason of Purchaser’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated by this Agreement or waived the Ancillary Agreements or (ii) in writingorder to prevent the termination of any right, be in violation privilege, license or qualification of or affecting the Business or the Transferred Assets; (c) conflict with or, violate, or result in a the breach of any Law applicable to Seller, any Subsidiary Transferor, the Business, or default any of the Transferred Assets or by which Seller, any Subsidiary Transferor, the Business, or any of the Transferred Assets may be bound or affected; (d) conflict with, violate, result in the breach or give rise to any right of terminationtermination of, cancellation or acceleration) under constitute (with or without the giving of notice, the notice or lapse of time, time or both) a default under, require Seller or any Subsidiary Transferor to obtain any Consent or give any notice to any Person under any Material Contract or any material Permit applicable to which such Seller is a party, except forthe Business or the Transferred Assets; or (ie) result in the creation of any such violations or defaults Lien (or rights other than any Permitted Lien) upon any of terminationthe Transferred Assets; except, cancellation or accelerationin the case of each of (b), (c), (d) which and (e), as would notnot reasonably be expected, individually or in the aggregate, reasonably to be expected materially adverse to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or, when executed, any Ancillary Agreement to which such Seller is a party and (ii) approvals required as a result of the business activities of Buyers and their Affiliates; or (c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 4.03(c) (collectively, the “Sellers’ Approvals”) have been made, obtained or given (i) conflict with, violate or breach any term or provision of any Applicable Law applicable to such Seller, except as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or (ii) require any consent or approval of any Governmental Authority, or notice to, or declaration, filing or registration with, any Governmental Authority, under any Applicable Law, other than (1) such consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder and (2) such approvals required as a result of the business activities of Buyers and their AffiliatesBusiness.

No Conflicts; Consents and Approvals. The (a) Neither the execution and delivery by such the Seller of this Agreement and, and when executed, or the Ancillary Agreements other Transaction Documents to which such Seller it is or will be a party do notparty, and nor the performance consummation by such the Seller of its obligations under this Agreement and, and when executed, the Ancillary Agreements to which such Seller is a party Transactions will not: (ai) if applicable, conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of such Seller; (b) assuming all consents set forth on Schedule 4.03(b) have been obtained or waived in writing, be in violation of or result in a breach of or conflict with any provision of the Seller’s Organizational Documents, violate, (ii) (A) require any consent or approval under, (B) result in a breach of or any loss of any benefit under, (C) constitute a default (or give rise to require consent or notice under 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 the Seller is a party, except for (i) or result in the acceleration of or create in any Person the right to accelerate, terminate, modify or cancel any such violations material Contract (other than under a Company Benefit Plan), (iii) assuming receipt of all Consents of Governmental Authorities described in Section 4.03(a) of the Disclosure Schedule, violate or defaults result in a violation of any Law to which the Seller is subject or (iv) result in the imposition or rights creation of terminationany Lien (other than Permitted Liens) on the Company Interests, cancellation or accelerationexcept in the case of clauses (ii), (iii) which and (iv), as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such prevent, materially impede or materially delay the Seller’s ability to perform its obligations hereunder ortimely consummate the Transactions. (b) No Consent of, when executed, with or to any Ancillary 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 such Seller it is or will be a party or the consummation of the Transactions, other than filings and (iiexpirations or terminations of the applicable waiting periods required under the HSR Act, the approval of the FCC as set forth in Section 3.02(b) approvals of the Disclosure Schedule, Consents not required to be made or given until after the Closing and Consents that may be required because of the Purchaser’s participation in the Transactions, including any requirements applicable as a result of the business activities specific legal or regulatory status of Buyers and their Affiliates; or (c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 4.03(c) (collectively, the “Sellers’ Approvals”) have been made, obtained Purchaser or given (i) conflict with, violate any of its Affiliates or breach any term or provision of any Applicable Law applicable to such Seller, except as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or (ii) require any consent or approval of any Governmental Authority, or notice to, or declaration, filing or registration with, any Governmental Authority, under any Applicable Law, other than (1) such consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder and (2) such approvals required as a result of any other facts that specifically relate to the business or activities in which the Purchaser or any of Buyers and their Affiliatesits Affiliates are or propose to be engaged (other than the Business).

No Conflicts; Consents and Approvals. The Except for Consents and the making of filings and notifications listed in Section 3.03 of the Seller Disclosure Letter, none of: (a) the execution and delivery by such the Seller of this Agreement and, and when executed, the by any Seller Entity of each Ancillary Agreements Agreement to which such it is or will be a party; (b) the consummation by the Seller is a party do notor the Seller Entities, and as applicable, of the transactions contemplated hereby or thereby; (c) the compliance by the Seller or the Seller Entities, as applicable, with any of the provisions hereof or thereof; or (d) the performance by such the Seller or the Seller Entities, as applicable, of its the obligations under this Agreement andhereunder and thereunder, and when executedas the case may be, the Ancillary Agreements to which such Seller is a party will notwill: (ai) if applicableconflict with, conflict with constitute a default under, violate or result in a violation or the breach of any of the terms, conditions or provisions provision of the Organizational Documents of such Sellerany of the Target Group Entities, as applicable; (bii) assuming all consents set forth on Schedule 4.03(brequire any of the Target Group Entities, as applicable, to make any filing with or otherwise give notice to, or obtain any Consent from any Governmental Authority; (iii) have been obtained or waived in writingconflict with, be in violation of constitute a default under, violate, or result in the breach (with or without notice or lapse of time or both) by the Target Group Entities of any applicable Law applicable to the Target Group Entities or by which any properties or assets owned or used by the Target Group Entities are bound; or (iv) conflict with, violate, result in the breach or termination of, or constitute (with or without notice or lapse of time or both) a breach of default under, require the Target Group Entities to obtain any Consent of, make any filing with or default (or give any notice to any Person under, give rise to any right of termination, cancellation termination or acceleration) under (with acceleration or without right to increase the giving of notice, obligations or otherwise adversely modify the lapse of time, or both) any Contract to which such Seller is a party, except for (i) any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or, when executedterms under, any Ancillary Agreement to which such Seller is a party and (ii) approvals required as a result of the business activities of Buyers and their Affiliates; or (c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 4.03(c) (collectively, the “Sellers’ Approvals”) have been made, obtained or given (i) conflict with, violate or breach any term or provision of any Applicable Law applicable to such Seller, except as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or (ii) require any consent or approval of any Governmental Authority, or notice to, or declaration, filing or registration with, any Governmental Authority, under any Applicable Law, other than (1) such consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder and (2) such approvals required as a result of the business activities of Buyers and their AffiliatesMaterial Contract.

No Conflicts; Consents and Approvals. The (a) Neither the execution and delivery by such Seller Buyer of this Agreement and, and when executed, or the Ancillary Agreements other Transaction Documents to which such Seller it is or will be a party do notparty, and nor the performance consummation by such Seller Buyer of its obligations under this Agreement andthe transactions contemplated hereby or thereby, and when executed, the Ancillary Agreements to which such Seller is a party will not: will: (ai) if applicablecontravene, conflict with or result in any breach or violation of any provision of the Organizational Documents of Buyer; (ii) conflict with, violate, result in a violation or breach of or default under, or require consent, approval or waiver from, or require the giving of notice to any Person under or in connection with any of the terms, conditions or provisions of the Organizational Documents any material Contract to which Buyer is a party or by which any of such Seller; (b) assuming all consents set forth on Schedule 4.03(b) have been obtained or waived in writingits assets are bound, be in violation of or result in a breach the acceleration of or default (create in any Person the right to accelerate, terminate, modify, amend or cancel or give rise to any loss of any material benefit under any such material Contract; (iii) assuming receipt of the HSR Approval, contravene, conflict with, violate or result in a violation of or default under any \\4141-5696-8778 v37 Law to which Buyer or its assets are subject; (iv) result in the imposition or creation of any Lien (other than Permitted Liens) on the assets of Buyer; or (v) pursuant to a preferential purchase right, right of termination, cancellation first refusal or acceleration) under (with or without the giving of notice, the lapse of timeoffer, or both) buy-sell arrangement granted by Seller, give any Contract Person the right to which such Seller is a partyprevent, except for impede or delay the Closing under this Agreement, except, in the case of clauses (i) any such violations or defaults ii), (or rights of terminationiii), cancellation or acceleration) which (iv), and (v), as would notnot reasonably be expected to have, individually or in the aggregate, reasonably a Buyer Material Adverse Effect. (b) No Consent of, with or to any Governmental Authority is required to be expected to result obtained or made by Buyer in a material adverse effect on such Seller’s ability to perform its obligations hereunder or, when executed, any Ancillary connection with the execution and delivery by Buyer of this Agreement or the other Transaction Documents to which such Seller it is or will be a party or the consummation of the transactions contemplated hereby or thereby, other than (i) the HSR Approval, and (ii) approvals required as a result of the business activities of Buyers and their Affiliates; or (c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 4.03(c) (collectively, the “Sellers’ Approvals”) have been made, obtained or given (i) conflict with, violate or breach any term or provision requirements of any Applicable Law applicable to such Seller, except as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or (ii) require any consent or approval of any Governmental Authority, or notice to, or declaration, filing or registration with, any Governmental Authority, under any Applicable Law, other than (1) such consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder and (2) such approvals required as a result of the business activities of Buyers and their Affiliatessecurities Laws.

No Conflicts; Consents and Approvals. The Except for Consents and the making of filings and notifications listed in Section 3.03 of the Seller Disclosure Letter, none of: (a) the execution and delivery by such the Seller of this Agreement and, and when executed, the by any Seller Entity of each Ancillary Agreements Agreement to which such it is or will be a party; (b) the consummation by the Seller is a party do notor the Seller Entities, and as applicable, of the transactions contemplated hereby or thereby; (c) the compliance by the Seller or the Seller Entities, as applicable, with any of the provisions hereof or thereof; or (d) the performance by such the Seller or the Seller Entities, as applicable, of its the obligations under this Agreement andhereunder and thereunder, and when executedas the case may be, the Ancillary Agreements to which such Seller is a party will notwill: (ai) if applicableconflict with, conflict with constitute a default under, violate or result in a violation or the breach of any of the terms, conditions or provisions provision of the Organizational Documents of such Sellerthe Seller or any Seller Entity, as applicable; (bii) assuming all consents set forth on Schedule 4.03(brequire the Seller or any other Seller Entity, as applicable, to make any filing with or otherwise give notice to, or obtain any permit, authorization, clearance, consent, waiver or approval (each, a “Consent”) have been obtained or waived in writingfrom any Governmental Authority; (iii) conflict with, be in violation of constitute a default under, violate, or result in the breach (with or without notice or lapse of time or both) by the Seller or any other Seller Entity of any applicable Law applicable to the Seller or any other Seller Entity or by which any properties or assets owned or used by the Seller or any other Seller Entity is bound; or (iv) conflict with, violate, result in the breach or termination of, or constitute (with or without notice or lapse of time or both) a breach of default under, require the Seller or default (any other Seller Entity to obtain any Consent of, make any filing with or give any notice to any Person under, give rise to any right of termination, cancellation termination or acceleration) under (with acceleration or without right to increase the giving of notice, obligations or otherwise adversely modify the lapse of time, or both) any Contract to which such Seller is a party, except for (i) any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or, when executedterms under, any Ancillary Agreement to which such Seller is a party and (ii) approvals required as a result of the business activities of Buyers and their Affiliates; or (c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 4.03(c) (collectively, the “Sellers’ Approvals”) have been made, obtained or given (i) conflict with, violate or breach any term or provision of any Applicable Law applicable to such Seller, except as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or (ii) require any consent or approval of any Governmental Authority, or notice to, or declaration, filing or registration with, any Governmental Authority, under any Applicable Law, other than (1) such consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder and (2) such approvals required as a result of the business activities of Buyers and their AffiliatesMaterial Contract.

No Conflicts; Consents and Approvals. The Subject to (i) receipt of the consents, approvals and waivers, and the making of the filings and notifications, in each case listed in Section 3.03 of the Seller Disclosure Letter, (ii) compliance with any requirements under applicable Review Laws and (iii) the filing by Seller of reports under the Exchange Act and as contemplated by the rules of the New York Stock Exchange, none of (1) the execution and delivery by such Seller of this Agreement and, and when executed, the by Seller and its Subsidiaries of each Ancillary Agreements Agreement to which it is or will be a party, (2) the consummation by Seller or each such Subsidiary Transferor, of the transactions contemplated hereby or thereby or (3) the compliance by Seller is a party do notwith any of the provisions hereof or thereof, and as the performance by such Seller of its obligations under this Agreement andcase may be, and when executed, the Ancillary Agreements to which such Seller is a party will notwill: (a) if applicable, conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of such Seller; (b) assuming all consents set forth on Schedule 4.03(b) have been obtained or waived in writing, be in violation of or result in a 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 Contract to which such Seller is a party, except for (i) any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or, when executed, any Ancillary Agreement to which such Seller is a party and (ii) approvals required as a result of the business activities of Buyers and their Affiliates; or (c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 4.03(c) (collectively, the “Sellers’ Approvals”) have been made, obtained or given (i) conflict with, violate or result in the breach of, any term or provision of the certificate of incorporation or by-laws or other organizational documents of Seller or any Applicable Law applicable to such Seller, except as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform of its obligations hereunder or Subsidiaries; (iib) require Seller or any of its Subsidiaries to make any material registration, declaration or filing with, or obtain any material license, waiver, permit, authorization, clearance, consent or approval of (each, a “Consent”) from any Governmental Authority; (c) conflict with, violate, or notice to, result in the breach by Seller or declaration, filing or registration with, any Governmental Authority, under of its Subsidiaries of any Applicable applicable Law, ; or (d) result in the creation of any Lien (other than (1any Permitted Lien or any Lien created by or through Purchaser) such consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder and (2) such approvals required as a result upon any of the business activities assets of Buyers and their Affiliatesthe Transferred Entities (after giving effect to the Pre-Closing Restructuring) or any of the Varta Companies Equity Interests.

No Conflicts; Consents and Approvals. The execution Except for the Consents and the making of filings and notifications in each case listed in Section 3.03 of the Seller Disclosure Letter, none of: (a) the execution, delivery and performance by such the Seller and the Seller Parties, as applicable, of this Agreement and, and when executed, the Ancillary Agreements to which such Seller is a party do not, and the performance by such Seller of its obligations under this Agreement and, and when executed, the Ancillary Agreements to which such Seller is a party will not: (a) if applicable, conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of such Seller; (b) assuming all consents set forth on Schedule 4.03(b) have been obtained or waived in writing, be in violation of or result in a 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 Contract to which such Seller is a party, except for (i) any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or, when executed, any each Ancillary Agreement to which such it is, or is specified to be or will be, a party; (b) the consummation by the Seller is a party and (ii) approvals required or its Affiliates, as a result applicable, of the business activities of Buyers and their Affiliatestransactions contemplated hereby or thereby; or or (c) assuming all required filingsthe compliance by the Seller or its Affiliates, waiversas applicable, approvalswith any of the provisions hereof or thereof, consentsas the case may be, authorizations will, in each case of the foregoing (a), (b) and notices set forth on Schedule 4.03(c) (collectively, the “Sellers’ Approvals”) have been made, obtained or given c): (i) conflict with, violate or result in the breach of any term or provision of the Governing Documents of the Seller or its Affiliates, as applicable; (ii) require the Seller or its Affiliates, as applicable, to make any Applicable filing with, or obtain any Consent from, any Governmental Authority; (iii) conflict with, violate, or result in the breach (with or without notice or lapse of time or both) by the Seller or any of its Affiliates of any applicable Law applicable or by which any properties or assets owned or used by the Seller or any of its Affiliates is bound; (iv) conflict with, violate, result in the breach or termination of, or constitute (with or without notice or lapse of time or both) a default under, require the Seller or any of its Affiliates to such Sellerobtain any Consent of, except make any filing with or give any notice to, any Person under, give rise to any right of termination or acceleration or right to increase the obligations or otherwise adversely modify the terms under, any Contract to which the Seller or any of its Affiliates is a party or by which any of their respective assets or properties is bound; or (v) result in the creation or imposition of any Lien (other than any Permitted Lien) upon any of the Purchased Shares, Business, Holding Companies, Company Subsidiaries or the Assets; except, in the case of clauses (ii), (iii) and (iv) immediately above, (1) as would not, or would not reasonably be expected to, prevent or materially delay or impair the consummation of the Acquisition or the other transactions contemplated by this Agreement or the Ancillary Agreements or (2) as would not be, or would not reasonably be expected to be, individually or in the aggregate, reasonably be expected material to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or (ii) require any consent or approval of any Governmental Authoritythe Business, or notice to, or declaration, filing or registration with, any Governmental Authority, under any Applicable Law, other than (1) such consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder and (2) such approvals required taken as a result of the business activities of Buyers and their Affiliateswhole.

No Conflicts; Consents and Approvals. The (a) Except as set forth in Section 5.03(a) of the Disclosure Schedule, neither the execution and delivery by such Seller of this Agreement and, and when executed, or the Ancillary Agreements other Transaction Documents to which such Seller it is or will be a party do notparty, and nor the performance consummation by such Seller of its obligations under this Agreement andthe transactions contemplated hereby or thereby, and when executed, the Ancillary Agreements to which such Seller is a party will not: will: (ai) if applicablecontravene, conflict with or result in any breach or violation of any provision of the Organizational Documents of Seller; (ii) conflict with, violate, result in a violation or breach of or default under, or require consent, approval or waiver from, or require the giving of notice to any Person under or in connection with any of the terms, conditions or provisions of the Organizational Documents any material Contract to which Seller is a party or by which any of such Seller; (b) assuming all consents set forth on Schedule 4.03(b) have been obtained or waived in writingits assets are bound, be in violation of or result in a breach the acceleration of or default (create in any Person the right to accelerate, terminate, modify, amend or cancel or give rise to any loss of any material benefit under any such material Contract; (iii) assuming receipt of the HSR Approval and all Consents of Governmental Authorities described in Section 5.03(b) of the Disclosure Schedule, contravene, conflict with, violate or result in a violation of or default under any Law to which Seller or its assets are subject; (iv) result in the imposition or creation of any \\4141-5696-8778 v37 Lien on the Acquired Company Interests owned by Seller or any Lien (other than Permitted Liens) on the assets of Seller; or (v) pursuant to a preferential purchase right, right of termination, cancellation first refusal or acceleration) under (with or without the giving of notice, the lapse of timeoffer, or both) buy-sell arrangement granted by Seller, give any Contract Person the right to which such Seller is prevent, impede or delay the Closing under this Agreement or to acquire all or any part of the Acquired Company Interests or a partymaterial portion of the assets or business of Seller, except for except, in the case of clauses (i) any such violations or defaults ii), (or rights of terminationiii), cancellation or acceleration) which (iv), and (v), as would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected material to result the Acquired Company Group or prevent, materially impede, or materially delay the ability of Seller to timely consummate the transactions contemplated by this Agreement. (b) No Consent of, with or to any Governmental Authority is required to be obtained or made by Seller in a material adverse effect on such Seller’s ability to perform its obligations hereunder or, when executed, any Ancillary connection with the execution and delivery by Seller of this Agreement or the other Transaction Documents to which such Seller it is or will be a party and or the consummation of the transactions contemplated hereby or thereby, other than (i) the HSR Approval, (ii) approvals requirements of any applicable securities Laws, (iii) Consents set forth in Section 5.03(b) of the Disclosure Schedule, (iv) Consents not required to be made or given until after the Closing, or (v) requirements applicable as a result of the business activities specific legal or regulatory status of Buyers and their Affiliates; or (c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 4.03(c) (collectively, the “Sellers’ Approvals”) have been made, obtained Buyer or given (i) conflict with, violate any of its Affiliates or breach any term or provision of any Applicable Law applicable to such Seller, except as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or (ii) require any consent or approval of any Governmental Authority, or notice to, or declaration, filing or registration with, any Governmental Authority, under any Applicable Law, other than (1) such consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder and (2) such approvals required as a result of any other facts that specifically relate to the business or activities in which Buyer or any of Buyers and their Affiliatesits Affiliates are or propose to be engaged (other than the business of the Acquired Company Group).

No Conflicts; Consents and Approvals. The execution and delivery by such Seller of this Agreement and, and when executed, the Ancillary Agreements to which such Seller is a party do not, and the performance by such Seller of its obligations under this Agreement and, and when executed, the Ancillary Agreements taking of any action contemplated to which such Seller is a party be taken by any Parent Company hereunder will not: (a) if applicable, conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Charter Documents of Seller or such SellerParent Company; (b) assuming all consents set forth on Schedule 4.03(b) of the Company Consents have been obtained or waived in writingobtained, be in violation of or result in a 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 Seller, any Non-Company Affiliate or any Parent Company is a partyparty (including, without limitation, the Affiliate Contracts), except for (i) for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder or, when executed, or on any Ancillary Agreement Parent Company’s ability to which take the actions contemplated to be taken by such Seller is a party and (ii) approvals required as a result of the business activities of Buyers and their AffiliatesParent Company hereunder; orand (c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 4.03(c3.3(c) (collectively, the “Sellers’ 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 given, (i) conflict with, violate or breach any material term or provision of any Applicable Law applicable to such Seller, except as would not, individually the Parent Companies or in the aggregate, reasonably be expected to result in a any of its or their material adverse effect on such Seller’s ability to perform its obligations hereunder Assets or (ii) require any material consent or approval of any Governmental Authority, or notice to, or declaration, filing or registration with, any Governmental Authority, under any Applicable applicable Law, other than (1) such consents, approvals, notices, declarations, filings or registrations which, if not made or obtained, would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Seller’s ability to perform its obligations hereunder and (2) such approvals required as a result of the business activities of Buyers and their Affiliates.