Common use of No Defaults or Conflicts Clause in Contracts

No Defaults or Conflicts. The execution and delivery by the Buyer of this Agreement and the Ancillary Agreements to which the Buyer is or will be a party and the consummation of the transactions by the Buyer contemplated hereby and thereby and performance by the Buyer of its obligations hereunder and thereunder do not (a) conflict with or violate or result in any violation of the Organizational Documents of the Buyer, (b) conflict with, violate or result in a breach of any of the terms or provisions of, or constitute a default under, in any case with or without notice or lapse of time or both, or give any right of termination, suspension, amendment, revocation, cancellation or acceleration under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) under, any Contract to which the Buyer is party or by which it is are bound or to which its properties or assets are subject, or (c) assuming all filings and consents necessary for the consummation of the transactions contemplated hereby as set forth in Section 6.5 of the Buyer Disclosure Letter shall have been, as relevant, obtained or made (and assuming the truth and accuracy of the representations and warranties of the Seller in Article 4 and the Company in Article 5), violate, conflict with or result in a breach or default under any existing applicable Law or Order applicable to the Buyer or any of its assets or properties; provided, however, that no representation or warranty is made in the foregoing clauses (b) or (c), where the conflict, violation, breach, default, acceleration, termination, revocation, modification, cancellation, failure to give notice or obtain consent, as applicable, would not, individually or in the aggregate, have a Buyer Material Adverse Effect.

No Defaults or Conflicts. The execution authorization, execution, delivery and delivery performance by the Buyer of this Agreement and the Ancillary Agreements each Transaction Document to which the Buyer it is or will be a party and the consummation of the transactions by the Buyer contemplated hereby and thereby and performance by the Buyer of its obligations hereunder and thereunder the Contemplated Transactions do not and will not: (a) assuming the taking of each action by (including obtaining each necessary authorization, consent or approval), or in respect of, and the making of all necessary filings with, Governmental Authorities, in each case as disclosed on Schedule 6.4, conflict with or violate or result in any violation of the Organizational Documents of the Buyer, (b) conflict with, violate or result in a breach of any of the terms or provisions violation of, or constitute a default under(or an event which, in any case with or without notice or lapse of time or both, would constitute a default) under any Law applicable to the Buyer; or (b) conflict with, or result in any violation or breach of, or default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, suspension, amendment, revocation, cancellation or acceleration or the loss of any benefit under, or require any consent, approval or waiver from or notice to any Person (except for any Governmental Authorities for which the representations in Section 6.4 are applicable) (whether after the giving of notice, lapse of time or both) pursuant to, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon or forfeiture of any of the rights, properties, Equity Interests or assets of the Buyer under, any of the terms, conditions or provisions of (i) the Organizational Documents of the Buyer, (ii) any Contract to which the Buyer is a party or by which it is are bound or to which its properties or assets are subject, or (ciii) assuming all filings and consents necessary for the consummation of the transactions contemplated hereby as set forth in Section 6.5 of the Buyer Disclosure Letter shall have been, as relevant, obtained or made (and assuming the truth and accuracy of the representations and warranties of the Seller in Article 4 and the Company in Article 5), violate, conflict with or result in a breach or default under any existing applicable Law or Order applicable to having jurisdiction over the Buyer or any of its assets or propertiesBuyer; provided, however, that no representation or warranty is made in the foregoing clauses (bii) or (c), where the conflict, violation, breach, default, acceleration, termination, revocation, modification, cancellation, failure iii) with respect to give notice or obtain consent, as applicable, would notmatters that, individually or in the aggregate, would not have a Buyer Material Adverse Effectmaterial adverse effect on the Buyer’s ability to consummate the Contemplated Transactions.

No Defaults or Conflicts. The execution execution, delivery and delivery by the Buyer performance of this Agreement and the Ancillary Agreements each other Transaction Document to which the Buyer or any of its Subsidiaries is or will be a party party, and the consummation by Buyer or such Subsidiaries of the transactions by the Buyer contemplated hereby and thereby and performance by the Buyer of its obligations hereunder and thereunder do not (a) do not constitute a breach of, conflict with or violate or result in any violation of any of the Organizational Documents of the BuyerBuyer or any of its Subsidiaries, (b) conflict with, violate or result except as set forth in a breach of any Section 4.3 of the terms or provisions ofBuyer Disclosure Letter, or constitute a default under, in any case with or without notice or lapse of time or both, do not conflict with, or give result in a breach or violation of any of the terms or provisions of, constitute a default under, result in the termination (or right of termination), suspensioncancellation, amendmentmodification, revocation, cancellation creation or acceleration of any right under, require any consent or notice under, or result in the creation of any Encumbrance Lien (other than a Permitted EncumbranceLien) under, upon any Contract to which the Buyer is party or by which it is are bound or to which its properties or assets are subject, or (c) assuming all filings and consents necessary for the consummation of the transactions contemplated hereby as set forth in Section 6.5 properties, assets or rights of the Buyer Disclosure Letter shall have been, as relevant, obtained or made (and assuming the truth and accuracy of the representations and warranties of the Seller in Article 4 and the Company in Article 5), violate, conflict with or result in a breach or default under any existing applicable Law or Order applicable to the Buyer or any of its assets Subsidiaries under, any material Contract or material Permit to which Buyer or its Subsidiary is a party or by which Buyer or any such Subsidiary is bound or to which the properties of Buyer or any of its Subsidiaries are subject and (c) do not violate any existing applicable Law, judgment, order or decree of any Governmental Authority having jurisdiction over Buyer or any of its Subsidiaries or any of their respective properties; provided, howeverexcept, that no representation or warranty is made in the foregoing each case of clauses (b) or and (c), where the conflict, violation, breach, default, acceleration, termination, revocation, modification, cancellation, failure to give notice or obtain consent) above, as applicable, would not, individually or in the aggregate, have a Buyer Material Adverse Effectmaterially impair or delay Buyer’s ability to effect the transactions contemplated by this Agreement.

No Defaults or Conflicts. The execution and delivery by the Buyer of this Agreement and the Ancillary Agreements to which the Buyer it is or will be a party and the consummation of the transactions by the Buyer contemplated hereby and thereby by Parent, Merger Sub I and Merger Sub II and performance by the Buyer each of Parent, Merger Sub I and Merger Sub II of its obligations hereunder and thereunder do not (a) do not conflict with or violate or result in any violation of the Organizational Documents charter or bylaws or other constituent documents of the BuyerParent, Merger Sub I or Merger Sub II, (b) do not conflict with, violate or result in a breach of any of the terms or provisions of, or constitute a default under, in any case (with or without notice or lapse of time or both) under any material indenture, mortgage or give loan or any right of termination, suspension, amendment, revocation, cancellation other agreement or acceleration under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) under, any Contract instrument to which the Buyer each of Parent, Merger Sub I or Merger Sub II is a party or by which it is are bound or to which its properties of Parent, Merger Sub I or assets are Merger Sub II may be subject, or and (c) assuming all filings and consents necessary for the consummation of the transactions contemplated hereby as set forth in Section 6.5 of the Buyer Disclosure Letter shall have been, as relevant, obtained or made (and assuming the truth and accuracy of the representations and warranties of the Seller in Article 4 and the Company in Article 5), violate, conflict with or result in a breach or default under do not violate any existing applicable Law Law, judgment, order or Order applicable to the Buyer decree or any Governmental Authority having jurisdiction over the properties of its assets Parent, Merger Sub I or propertiesMerger Sub II; provided, however, that no representation or warranty is made in the foregoing clauses (b) or (c), where the conflict, violation, breach, default, acceleration, termination, revocation, modification, cancellation, failure ) with respect to give notice or obtain consent, as applicable, matters that would notnot reasonably be expected, individually or in the aggregate, have a Buyer Material Adverse Effectto materially impair or delay the ability of Parent, Merger Sub I or Merger Sub II to consummate the transactions contemplated hereby.