Common use of No Conflicts or Violations; No Consents or Approvals Required Clause in Contracts

No Conflicts or Violations; No Consents or Approvals Required. Except as set forth in Seller Disclosure Schedule 3.3, the execution, delivery and performance by each Seller Party of this Agreement and the other Seller Party Concurrent Agreements to which such Seller Party is or will at Closing be a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (a) violate, conflict with, or result in any breach of, with or without notice, lapse of time or both, any provision of such Seller Party’s or any Subject Entity’s Charter Documents, (b) give rise to the creation of any Encumbrance upon any of the assets of the Subject Entities, the Subsidiary Interests or the Assigned Interest, any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any Contract to which the Subject Entities are a party, by which any Subject Entity’s assets are bound or to which the Subsidiary Interests or the Assigned Interest are subject, (c) violate any Order applicable to any Seller Party or Subject Entity or (d) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any applicable Law or material Contract binding upon any Seller Party, the Subject Entities or the Subsidiary Interests or the Assigned Interest, except where such violations or breaches would not reasonably be expected to result in a Material Adverse Effect with respect to any Subject Entity or the Subsidiary Interests or the Assigned Interest. No Consent of any Governmental Entity or any other Person is required to be obtained by any Seller Party in connection with the execution, delivery and performance of this Agreement and the Seller Party Concurrent Agreements to which such Seller Party is a party or the consummation of the transactions contemplated hereby or thereby, except for the required filing under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto or as set forth in Seller Disclosure Schedule 3.3.

No Conflicts or Violations; No Consents or Approvals Required. Except as set forth in Seller Disclosure Schedule 3.3, the execution, The execution and delivery and performance by each Seller Party Purchaser of this Agreement do not, the execution and the other Seller Party Concurrent Agreements delivery by Purchaser of each Ancillary Agreement to which such Seller Party it is, or is or will at Closing be specified to be, a party does will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby (other than the transactions contemplated in Schedule 4.18) will not, (a) violate, not conflict with, or result in any breach ofof or constitute a default under, with or without notice, lapse result in the creation of time any Lien upon any of the properties or bothassets of Purchaser or any of its subsidiaries under, any provision of such Seller Party’s (i) the organizational documents of Purchaser or any Subject Entity’s Charter Documentsof its subsidiaries, (bii) give rise to the creation of any Encumbrance upon any of the assets of the Subject Entities, the Subsidiary Interests or the Assigned Interest, any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any Contract to which the Subject Entities are Purchaser or any of its subsidiaries is a party, party or by which any Subject Entity’s of their respective properties or assets are is bound or to which the Subsidiary Interests (iii) any Judgment or the Assigned Interest are subject, (c) violate any Order Applicable Law applicable to Purchaser or any Seller Party of its subsidiaries or Subject Entity their respective properties or (d) subject to obtaining the Consents or making the registrationsassets, declarations or filings set forth other than, in the next sentencecase of clauses (ii) and (iii) above, violate in any material respect any applicable Law or material Contract binding upon any Seller Party, the Subject Entities or the Subsidiary Interests or the Assigned Interest, except where such violations or breaches items that would not reasonably be expected to result in have a Purchaser Material Adverse Effect with respect to any Subject Entity or the Subsidiary Interests or the Assigned InterestEffect. No Consent of of, or registration, declaration or filing with, any Governmental Entity or any other Person is required to be obtained or made by or with respect to Purchaser or any Seller Party of its subsidiaries in connection with the execution, delivery and performance of this Agreement and the Seller Party Concurrent Agreements to which such Seller Party is a party or the consummation of the Acquisition and the other transactions contemplated hereby or thereby, except for by this Agreement (other than the required filing transactions contemplated in Schedule 4.18) other than (A) compliance with and filings under the HSR Act and any other applicable competition, antitrust or similar laws or regulations, (B) compliance with and filings and notifications under applicable Environmental Laws, (C) those that may be required solely by reason of Seller's (as opposed to any third party's) participation in the expiration Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (D) those the failure of which to obtain or termination of the applicable waiting period with respect thereto or as set forth in Seller Disclosure Schedule 3.3make would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. Except as set forth in Seller Disclosure Schedule 3.3, (a) Neither the execution, execution and delivery and performance by each Seller Party of this Agreement and the nor any other Seller Party Concurrent Agreements to which such Seller Party is or will at Closing be a party does notTransaction Agreement, and nor the consummation of the transactions contemplated hereby and or thereby will not(i) conflict with or violate any provision of the certificate of incorporation or by-laws of Seller or GILC or require the approval or consent of the shareholders of either Seller or GILC, (aii) violateconflict with or violate in any respect material to the Business, conflict withany judgment, order or decree to which Seller or any of its Affiliates is bound (“Judgment”), statute, law (including common law), rule, regulation or ordinance or other governmental requirement, applicable to Seller or GILC, the Business or any of the Transferred Assets (together with Judgments, “Applicable Law”) or (iii) result in any a material violation or material breach of, or constitute a material default (or an event that with notice or without notice, lapse of or time or bothboth would constitute a material default) under any material Contract to which Seller or GILC is a party or by which any of the Transferred Assets is bound or (iv) result in the creation or imposition of any mortgage, pledge, lien or other similar encumbrance (collectively, “Liens”) on any provision of such Seller Party’s material Transferred Assets other than Permitted Liens or any Subject Entity’s Charter Documents, Liens caused by Buyer. (b) give rise to the creation of any Encumbrance upon any of the assets of the Subject EntitiesNo material consent, the Subsidiary Interests approval or the Assigned Interest, any right of termination, amendment, cancellation or acceleration of any obligations contained inauthorization of, or the loss of any benefit underregistration, any Contract to which the Subject Entities are a partydeclaration or filing with, by which any Subject Entity’s assets are bound or to which the Subsidiary Interests or the Assigned Interest are subject, (c) violate any Order applicable to any Seller Party or Subject Entity or (d) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any applicable Law or material Contract binding upon any Seller Party, the Subject Entities or the Subsidiary Interests or the Assigned Interest, except where such violations or breaches would not reasonably be expected to result in a Material Adverse Effect with respect to any Subject Entity or the Subsidiary Interests or the Assigned Interest. No Consent of any Governmental Entity or any other Person is required to be obtained or made by or with respect to Seller or any Seller Party of its Affiliates in connection with the execution, delivery and performance of this Agreement by Seller and the Seller Party Concurrent Agreements to which such Seller Party is a party GILC or the consummation by Seller or GILC of the transactions contemplated hereby or therebyhereby, except for the required filing other than (A) compliance with and filings under the HSR Act or any applicable foreign competition or antitrust law and (B) those that may be required solely by reason of Buyer’s (as opposed to any other third party’s) participation in the transactions contemplated by this Agreement and the expiration or termination of the applicable waiting period with respect thereto or as set forth in Seller Disclosure Schedule 3.3agreements contemplated hereby.

No Conflicts or Violations; No Consents or Approvals Required. Except as set forth in Seller Disclosure Schedule 3.34.3, the execution, delivery and performance by each Seller Party EPD of this Agreement and the other Seller Party EPD Concurrent Agreements to which such Seller Party EPD is or will at Closing be a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (a) violate, conflict with, or result in any breach of, with or without notice, lapse of time or both, any provision of such Seller Party’s or any Subject EntityEPD’s Charter Documents, (b) give rise to the creation of any Encumbrance upon any of the assets of the Subject Entities, the Subsidiary Interests or the Assigned InterestEPD, any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any Contract to which the Subject Entities are EPD is a party, party or by which any Subject Entity’s its assets are bound or to which the Subsidiary Interests or the Assigned Interest are subjectbound, (c) violate any Order applicable to any Seller Party or Subject Entity EPD or (d) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any applicable Law or material Contract binding upon any Seller Party, the Subject Entities or the Subsidiary Interests or the Assigned InterestEPD, except where such violations or breaches would not reasonably be expected to result in a Material Adverse Effect with respect to any Subject Entity or the Subsidiary Interests or the Assigned InterestEffect. No Consent of any Governmental Entity or any other Person is required to be obtained by any Seller Party EPD in connection with the execution, delivery and performance of this Agreement and the Seller Party other EPD Concurrent Agreements to which such Seller Party EPD is a party or the consummation of the transactions contemplated hereby or thereby, except for the required filing under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto or as set forth in Seller Disclosure Schedule 3.3.

No Conflicts or Violations; No Consents or Approvals Required. Except as set forth in (a) (i) None of the Seller Disclosure Schedule 3.3Parties or Subject Entities is, nor will the execution, delivery and performance by each Seller Party of this Agreement and the other Seller Party Concurrent Agreements to which such Seller Party is or will at Closing be a party does notTransaction Documents, and the consummation of the transactions contemplated hereby and thereby will notTransactions, as of the Closing Date, cause any of the Seller Parties or Subject Entities to be, (aA) violate, in violation of or in conflict with, or result in any breach of, (with or without notice, lapse of time or both, ) any provision of such Seller Party’s or any Subject Entity’s its Charter Documents, (bB) in violation of any Order applicable to it or (C) except as set forth on Schedule 3.3, in violation of any applicable Law or material Contract binding upon it, except in the case of clauses (B) and (C), where such violations or conflicts would not reasonably be expected to result in a Material Adverse Effect with respect to any Subject Entity or the Assigned Interests and (ii) the execution, delivery and performance by each Seller Party of the Transaction Documents, and the consummation of the Transactions, will not as of the Closing Date, (X) give rise to the creation of any Encumbrance upon any of the assets of the Subject Entities, the Subsidiary Interests Entities or the Assigned InterestInterests, or (Y) except as permitted by Section 5.1, give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit underunder (with or without notice, lapse of time or both), any Contract to which the Subject Entities are a party, by which any Subject Entity’s assets are bound or to which the Subsidiary Assigned Interests or the Assigned Interest are subject, (c) violate any Order applicable to any Seller Party or Subject Entity or (d) subject to obtaining the Consents or making the registrations, declarations or filings set forth except in the next sentencecase of clause (Y), violate in any material respect any applicable Law or material Contract binding upon any Seller Party, the Subject Entities or the Subsidiary Interests or the Assigned Interest, except where such violations or breaches rights would not reasonably be expected to result in a Material Adverse Effect with respect to any Subject Entity or the Subsidiary Interests or the Assigned Interest. No Interests. (b) Except as set forth on Schedule 3.3, no Consent of any Governmental Entity or any other Person is required to be obtained by any Seller Party or Subject Entity in connection with the execution, delivery and performance of this Agreement and the Seller Party Concurrent Agreements to which such Seller Party is a party Transaction Documents or the consummation of the transactions contemplated hereby or thereby, except for the required filing under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto or as set forth in Seller Disclosure Schedule 3.3Transactions.

No Conflicts or Violations; No Consents or Approvals Required. Except as set forth in Seller Disclosure Schedule 3.33.3 hereto, the execution, delivery and performance by each Seller Party EPCO of this Agreement, the Merger Agreement and the other Seller Party EPCO Concurrent Agreements to which such Seller Party EPCO is or will at Closing be a party does not, and the consummation of the transactions contemplated hereby and thereby will not, (a) violate, conflict with, or result in any breach of, with or without notice, lapse of time or both, any provision of such Seller PartyEPCO’s, ETC’s or any Subject EntityJMRS’s Charter Documents, (b) give rise to the creation of any Encumbrance upon any of the assets of the Subject EntitiesEPCO, the Subsidiary Interests ETC or JMRS or the Assigned Interest, any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit under, any Contract to which the Subject Entities are EPCO, ETC or JMRS is a party, by which any Subject EntityEPCO’s, ETC’s or JMRS’s assets are bound or to which the Subsidiary Interests or the Assigned Interest are is subject, (c) violate any Order applicable to any Seller Party EPCO, ETC or Subject Entity JMRS or (d) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any applicable Law or material Contract binding upon any Seller PartyEPCO, the Subject Entities ETC or the Subsidiary Interests JMRS or the Assigned Interest, except where such violations or breaches would not reasonably be expected to result in a Material Adverse Effect with respect to any Subject Entity or the Subsidiary Interests EPCO, JMRS, ETC or the Assigned Interest. No Except as set forth in Schedule 3.3 hereto, no Consent of any Governmental Entity or any other Person is required to be obtained by any Seller Party EPCO in connection with the execution, delivery and performance of this Agreement and the Seller Party EPCO Concurrent Agreements to which such Seller Party EPCO is a party or the consummation of the transactions contemplated hereby or thereby, except for the required filing under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto or as set forth in Seller Disclosure Schedule 3.3.

No Conflicts or Violations; No Consents or Approvals Required. Except as set forth in Seller Disclosure Schedule 3.3, the execution, (a) The execution and delivery and performance by each Seller Party Purchaser of this Agreement does not, and the other Seller Party Concurrent execution and delivery by Purchaser of the Ancillary Agreements to which such Seller Party it is, or is or will at Closing be specified to be, a party does will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby thereby, will not, (a) violate, not conflict with, or result in any breach ofviolation of or default under, with or without notice, lapse of time or both, any provision of such Seller Party’s or any Subject Entity’s Charter Documents, (b) give rise to the creation of any Encumbrance upon any of the assets of the Subject Entities, the Subsidiary Interests or the Assigned Interest, any a right of termination, amendment, cancellation or acceleration of any obligations contained inobligation under, or result in the loss creation of any benefit underLien upon any of the assets or properties of Purchaser, under any provision of (i) the certificate of incorporation or by-laws of Purchaser, (ii) any Contract to which the Subject Entities are Purchaser is a party, party or by which any Subject Entity’s of the properties or assets of Purchaser are bound or (iii) any Judgment or, subject to which the Subsidiary Interests or the Assigned Interest are subjectSection 4.03(b), (c) violate any Order Applicable Law applicable to Purchaser or any Seller Party of the properties or Subject Entity or (d) subject to obtaining the Consents or making the registrationsassets of Purchaser, declarations or filings set forth other than, in the next sentencecase of each of clauses (ii) and (iii), violate any such items that, individually or in any material respect any applicable Law or material Contract binding upon any Seller Partythe aggregate, the Subject Entities or the Subsidiary Interests or the Assigned Interest, except where such violations or breaches would not reasonably be expected to result in have a Purchaser Material Adverse Effect Effect. (a) Other than post-Closing notification requirements in connection with respect to any Subject Entity banking regulations, no Consent of, or the Subsidiary Interests registration, declaration or the Assigned Interest. No Consent of filing with any Governmental Entity or any other Person is required to be obtained by any Seller Party or made in connection with the execution, delivery and performance of this Agreement and the Seller Party Concurrent Agreements to which such Seller Party is a party or the consummation of the Acquisition and the transactions contemplated hereby or therebyhereby, except for the required filing other than (i) compliance with and filings under the HSR Act and the expiration or termination applicable North American Competition Laws, (ii) those that may be required solely by reason of the applicable waiting period with respect thereto participation of the Sellers or the Sellers’ affiliates (as set forth opposed to any other third party) in Seller Disclosure Schedule 3.3the Acquisition and the transactions contemplated hereby and (iii) those the failure of which to obtain or make, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. Except as set forth in (i) None of the Seller Disclosure Schedule 3.3Parties or Subject Entities is, nor will the execution, delivery and performance by each Seller Party of this Agreement and the other Seller Party Concurrent Agreements to which such Seller Party is or will at Closing be a party does notTransaction Documents, and the consummation of the transactions contemplated hereby and thereby will notTransactions, as of the Closing Date, cause any of the Seller Parties or Subject Entities to be, (aA) violate, in violation of or in conflict with, or result in any breach of, (with or without notice, lapse of time or both, ) any provision of such Seller Party’s or any Subject Entity’s its Charter Documents, (bB) in violation of any Order applicable to it or (C) except as set forth on Schedule 3.3, in violation of any applicable Law or material Contract binding upon it, except in the case of clauses (B) and (C), where such violations or conflicts would not reasonably be expected to result in a Material Adverse Effect with respect to any Subject Entity or the Assigned Interests and (ii) the execution, delivery and performance by each Seller Party of the Transaction Documents, and the consummation of the Transactions, will not as of the Closing Date, (X) give rise to the creation of any Encumbrance upon any of the assets of the Subject Entities, the Subsidiary Interests Entities or the Assigned InterestInterests, or (Y) except as permitted by Section 5.1, give rise to any right of termination, amendment, cancellation or acceleration of any obligations contained in, or the loss of any benefit underunder (with or without notice, lapse of time or both), any Contract to which the Subject Entities are a party, by which any Subject Entity’s assets are bound or to which the Subsidiary Assigned Interests or the Assigned Interest are subject, (c) violate any Order applicable to any Seller Party or Subject Entity or (d) subject to obtaining the Consents or making the registrations, declarations or filings set forth except in the next sentencecase of clause (Y), violate in any material respect any applicable Law or material Contract binding upon any Seller Party, the Subject Entities or the Subsidiary Interests or the Assigned Interest, except where such violations or breaches rights would not reasonably be expected to result in a Material Adverse Effect with respect to any Subject Entity or the Subsidiary Interests or the Assigned Interest. No Interests. (b) Except as set forth on Schedule 3.3, no Consent of any Governmental Entity or any other Person is required to be obtained by any Seller Party or Subject Entity in connection with the execution, delivery and performance of this Agreement and the Seller Party Concurrent Agreements to which such Seller Party is a party Transaction Documents or the consummation of the transactions contemplated hereby or thereby, except for the required filing under the HSR Act and the expiration or termination of the applicable waiting period with respect thereto or as set forth in Seller Disclosure Schedule 3.3Transactions.