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

No Conflicts; Consents and Approvals. The execution and delivery by the Company and the Operating Seller of this Agreement do not, the performance by the Company and the Operating Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby 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 any Company Entity; or (b) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 3.17(f) and Schedule 3.18 (collectively, the “Company Approvals”) have been made, obtained or given or waived in writing, (i) be in violation in any material respect of or result in a material breach of or material 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 Company Contract to which any Company Entity is a party, (ii) conflict with, violate or breach in any material respect any term or provision of any Applicable Law applicable to any Company Entity or (iii) 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, except for approvals required as a result of the business activities of Buyers and their Affiliates.

No Conflicts; Consents and Approvals. The execution and delivery by the Company and the Operating Seller of this Agreement and the other Transaction Documents to which the Company is a party do not, and the performance by the Company and the Operating Seller of its obligations under this Agreement and the consummation of other Transaction Documents to which the transactions contemplated hereby Company 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 any Company Entity; orthe Company; (b) assuming all required filingsrequire the consent, waiversnotice or other action by any Person under, approvals, consents, authorizations and notices set forth on Schedule 3.17(f) and Schedule 3.18 (collectively, the “Company Approvals”) have been made, obtained or given or waived result in writing, (i) be in a violation in any material respect of or result in a material breach of or material default (or give rise to any right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, time or both) any Company Contract or other understandings to which any the Company Entity is a party, except for (i) any such violations or defaults (or rights of termination, cancellation or acceleration) which would not reasonably be expected to be material to the Company, individually or taken as a whole and (ii) approvals required as a result of the business activities of Parent and its Affiliates; (c) (i) conflict with, violate or breach in any material respect any term or provision of any Applicable Law Laws applicable to any Company Entity the Company, except as would not reasonably be expected to be material to the Company, taken as a whole, or (iiiii) require any consent or approval of any Governmental Authority, or notice to, or declaration, filing or registration with, any Governmental Authority, under any Applicable LawLaws, except for approvals required as a result the Required Stockholder Approval and the filing of the business activities Certificate of Buyers and their AffiliatesMerger; or (d) result in the creation or imposition of any material Lien other than Permitted Liens on any asset of the Company.

No Conflicts; Consents and Approvals. The Except as set forth on Schedule 4.02, the execution and delivery by the Company and the Operating Seller of this Agreement do does not, and the performance by the Company and the Operating Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby (including the Pre-Closing Asset Transfer) 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 any Company Entity; orthe Company; (b) assuming all required filingsexcept with respect to the termination of the O&M Agreement, waivers, approvals, consents, authorizations and notices set forth on Schedule 3.17(f) and Schedule 3.18 (collectively, the “Company Approvals”) have been made, obtained or given or waived in writing, (i) be in violation in any material respect of violate or result in a material breach of or material default (or give rise to any right of termination, cancellation or acceleration) under (with ), or without the giving of require any notice, the lapse of time, or both) under any Company Contract to which any the Company Entity is a partyparty 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 Company; and (c) assuming FERC Approval and all other Seller Approvals have been made, obtained or given, (i) violate or breach any Law or writ, judgment, order or decree applicable to the Company (ii) conflict require any notice to, filing with, violate or breach in any material respect any term or provision of any Applicable Law applicable to any Company Entity or (iii) require any authorization, consent or approval of any Governmental Authority, Authority under any Law applicable to the Company or notice to, (iii) require the consent or declaration, filing or registration with, approval of any third party (other than a Governmental Authority, ) under any Applicable Law, except for approvals required as a result of the business activities of Buyers and their AffiliatesContract.

No Conflicts; Consents and Approvals. The execution and delivery by the Company and the Operating Seller of this Agreement do does not, and the performance by the Company and the Operating Seller of its obligations under this Agreement and the consummation of the transactions contemplated hereby 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 the Company or any Company Entity; orSubsidiary; (b) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 3.17(f4.04(b) and Schedule 3.18 (collectively, the “Company Approvals”) have been madeobtained, obtained or given or waived in writing, (i) be in violation in any material respect of or result in a material breach of or default in any material default respect (or give rise to any right of modification, termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both) any Company Contract to which any Contract; or (c) assuming all Company Entity is a party, Approvals have been obtained or given (iii) conflict with, violate or breach in any material respect any term or provision of any Applicable Law applicable to the Company or any Company Entity Subsidiary or (iiiii) 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, except for approvals required as a result of the business activities of Buyers and their Affiliates.