Validity of the Transactions Clause Samples

Validity of the Transactions. Except for any consents, approvals, filings, submissions, waivers and notices specified on Schedule 5.5 , neither the execution and delivery of any Transaction Document by any Seller Party or the Company, nor the consummation of any of the Transactions will, directly or indirectly, (a) result, or could reasonably be expected to result, in a Default under any Law or Order which is applicable to the Company or any of its Subsidiaries, any Seller Party or any of the Assets, (b) result, or could reasonably be expected to result, in a Default under, or require the consent or approval of any party to, any Contract (including any Customer Contract) relating to the Business or the Assets or to or by which the Company or any Seller Party is a party or otherwise bound or affected, (c) result, or could reasonably be expected to result, in the creation of any Liens upon any of the Assets, (d) result, or could reasonably be expected to result, in a Default under, or require consent or approval under any Governmental Permit or (e) require the Company or any of its Subsidiaries to notify or make a filing or submission to a Governmental Body or obtain any Governmental Permit. None of the Transactions will give rise to any right of co-sale.

Validity of the Transactions. Neither the execution and delivery of any Transaction Document by the Purchaser, nor the consummation or performance of any of the Transactions by the Purchaser, will or could reasonably be expected to (a) result in a Default, or require consent, notification or approval of any party, under (i) any Law or Court Order which is applicable to the Purchaser, (ii) any Contract to or by which the Purchaser is a party or otherwise bound or affected, or (iii) any Governmental Permit, or (b) require the Purchaser to notify or obtain the consent of any Governmental Body or obtain any Governmental Permits.

Validity of the Transactions. Neither the execution and delivery of this Agreement by the Buyer Parties nor the consummation of the Transactions by the Buyer Parties will contravene or violate any Law or Court Order that is applicable to any Buyer Party, or the Charter Documents of either Buyer Party, or will result in a Default under any Contract to which any Buyer Party is a party or by which it is otherwise bound, or will require any Target Company to notify or obtain any Permit from any Governmental Authority except for (a) the filing of a Pre-Merger Notification and Report Form by Acquiror under the HSR Act, and the expiration or termination of applicable waiting periods thereunder and (b) the filing of the Certificate of Merger with the Delaware Secretary of State.

Validity of the Transactions. Neither the execution and delivery of this Agreement by ▇▇▇▇▇▇▇ or HPF nor the performance of the Transactions by them (i) will cause a Default under any Law or court order which is applicable to, ▇▇▇▇▇▇▇ or HPF, (ii) require the consent or approval of, or notice to, any party to any material Contract to which either ▇▇▇▇▇▇▇ or HPF is a party or is otherwise bound or affected, including the Charter Documents of HPF or (iii) require ▇▇▇▇▇▇▇ or HPF to notify, or obtain any Governmental Authorization from, any governmental or regulatory body or authority.

Validity of the Transactions. Except for any consents, approvals, filings, submissions, waivers and notices specified on Schedule 5.5, neither the execution and delivery of any Transaction Document by any Seller or the Company, nor the consummation of any of the Transactions will, directly or indirectly, (a) result in a Default under any Law or Order which is applicable to the Company, any of its Subsidiaries, any Seller or any of the Assets, except where such Default would not materially impede the conduct of the Business, (b) result in a Default of any of the material terms under, or require the consent or approval of any party to, any Company Contract (including any Customer Contract), (c) result in the creation of any Liens (other than Permitted Liens) upon any of the Assets, (d) result or require consent or approval under any Governmental Permit, except where the failure to obtain such consent or approval would not materially impede the conduct of the Business, or (e) require the Company or any of its Subsidiaries to notify or make a filing or submission to a Governmental Body or obtain any Governmental Permit, except where the failure to make such filing or notification or to obtain such Governmental Permit would not materially impede the conduct of the Business. None of the Transactions will give rise to any right of co-sale.

Validity of the Transactions. Neither the execution and delivery of this Agreement by such Member nor the consummation of the Transactions will (a) contravene or violate any Law or Order which is applicable to such Member, (b) result in a default under, or require the consent or approval of any party to, any Contract to or by which such Member is a party or is bound or affected, or (c) require such Member to notify or obtain any Authorization from any Governmental Entity.

Validity of the Transactions. Except for any consents specified in SCHEDULE 4.4 (the "Required Consents"), neither the execution and delivery of the Agreement by any Seller, nor the consummation of any of the Transactions (a) requires the consent or approval of any Person pursuant to any Contract or Law, (b) will result in a Default under any Law or Court Order which is applicable to such Seller, (c) will result or could reasonably be expected to result, in a Default by the Company under, or require the consent or approval of any party to, any Contract (including any Customer Contract) to which the Company is a party or otherwise bound or affected or (d) require either of the Sellers or the Company to notify a Governmental Body or obtain any Governmental Permits.

Validity of the Transactions. Except for any notices, filings, approvals or consents specified in Section 4.5 of the Seller Disclosure Letter (the “Required Consents”), neither the execution and delivery of any Transaction Document by any Seller Party, nor the consummation or performance of any of the Transactions by any Seller Party, will or could reasonably be expected to (a) result in a Default, or require consent, notification or approval of any party, under (i) any Law or Court Order which is applicable to any Seller Party, (ii) any Contract (including any Customer Contract) relating to the Business or the Assets or to or by which any Seller Party is a party or otherwise bound or affected or (iii) any Governmental Permit, or (b) require any Seller Party to notify or obtain the consent of any Governmental Body or obtain any Governmental Permits.

Validity of the Transactions. Except for any consents specified in Schedule 4.4 (the “Required Consents”), neither the execution and delivery of this Agreement by Seller nor the performance of the Transactions (i) will cause a Default under any Law or Court Order which is applicable to the Company or Seller, (ii) require the consent or approval of, or notice to, any party to, any Contract relating to the Business or the Assets or by which the Company or Seller is a party or otherwise bound or affected, or (iii) require the Company or Seller to notify, or obtain any Governmental Authorization from, any governmental or regulatory body or authority.