Common use of Conflicts and Approvals Clause in Contracts

Conflicts and Approvals. Assuming the accuracy of Seller’s representations and warranties and except for (a) the receipt of the Buyer Third Person Consents set forth on Section 4.3(a) of the Disclosure Schedules and (b) the effectuation of all filings required under the HSR Act and the other filings and registrations with and the receipt of the Authorizations from Governmental Authorities set forth on Section 4.3(b) of the Disclosure Schedules, neither the execution and delivery by Buyers of this Agreement or the Other Agreements to which Buyers are a party, nor the performance by Buyers of their obligations hereunder or thereunder will (A) violate or breach the terms of or cause a default event of default or right for any Person to accelerate, terminate, modify or cancel under (i) any Law applicable to Buyers, (ii) the certificate of organization or bylaws or other organizational documents of Buyers, (iii) any Authorizations or Judgments binding on Buyers or to which any of their assets are subject or (iv) any material contract of Buyers or (B) with the passage of time, the giving of notice or the taking of any action by a third Person, have any of the effects set forth in clause (A) of this Section 4.3, except for any matters described in this Section 4.3 that would not reasonably be expected to materially and adversely affect the ability of Buyers to execute, deliver and perform their obligations under this Agreement and the Other Agreements; and further there are no actions, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of Buyers, threatened, against Buyers or to which any assets of Buyers are subject, except any that, individually or, with respect to multiple actions, suits, proceedings or arbitrations that allege similar theories of recovery based on similar facts, in the aggregate, would not reasonably be expected to materially and adversely affect the ability of Buyers to execute, deliver and perform its obligations under this Agreement or any Other Agreement to which Buyers are a party.

Conflicts and Approvals. Assuming the accuracy of Seller’s Buyers’ representations and warranties and except for (a) the receipt of the Buyer Seller Third Person Consents set forth on in Section 4.3(a3.3(a) of the Disclosure Schedules Schedules, and (b) the effectuation of all filings required under the HSR Act Act, and the other filings and registrations with and the receipt of the Authorizations from Governmental Authorities set forth on in Section 4.3(b3.3(b) of the Disclosure Schedules, neither the execution and delivery by Buyers Sellers and their Affiliates of this Agreement or the Other Agreements to which Buyers are each, as appropriate, will be a party, nor the performance by Buyers each of their its obligations hereunder or thereunder will (A) violate or breach the terms of or cause a default default, event of default or right for any Person to accelerate, terminate, modify or cancel under (i) any Law applicable to BuyersSellers or any Affiliates of Sellers, (ii) the certificate certificates of organization incorporation or bylaws of Sellers or other organizational documents any Affiliates of BuyersSellers, (iii) any Authorizations or Judgments binding on Buyers Sellers or any Affiliates of Sellers or to which any of their respective assets are subject subject, or (iv) any material contract Material Contract of Buyers Sellers or any Affiliates of Sellers or (v) result in the creation or imposition of any Lien, other than a Permitted Lien, on any of the Assets or (B) with the passage of time, the giving of notice or the taking of any action by a third Person, have any of the effects set forth in clause (A) of this Section 4.33.3, except for any matters described in this Section 4.3 3.3 that would not reasonably be expected to materially and adversely affect the ability of Buyers either Seller or any Affiliate of Sellers to execute, deliver and perform their its obligations under this Agreement and the Other AgreementsAgreements to which it is a party; and further there are no actions, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of BuyersSellers, threatened, against Buyers Sellers or to which any assets of Buyers Sellers are subject, except any that, individually or, with respect to multiple actions, suits, proceedings or arbitrations that allege similar theories of recovery based on similar facts, in the aggregate, would not reasonably be expected to materially and adversely affect the ability of Buyers Sellers to execute, deliver and perform its obligations under this Agreement or any Other Agreement to which Buyers Sellers are a party.

Conflicts and Approvals. Assuming the accuracy of Seller’s Buyer's representations and warranties and except for (a) the receipt of the Buyer Seller Third Person Consents set forth on in Section 4.3(a3.3(a) of the Disclosure Schedules and (b) the effectuation of all filings required under the HSR Act and the other filings and registrations with and the receipt of the Authorizations from Governmental Authorities set forth on in Section 4.3(b3.3(b) of the Disclosure Schedules, neither the execution and delivery by Buyers Seller of this Agreement or the Other Related Agreements to which Buyers are Seller will be a party, nor the performance by Buyers Seller of their obligations its Obligations hereunder or thereunder will (A) violate conflict with, result in a breach or breach violation of the terms of of, cause or cause constitute a default event under, give rise to any right of default termination, cancellation or right for acceleration under, or require to be obtained or made any Person to accelerateconsent, terminatewaiver, modify order, approval, order or cancel under authorization of, or declaration, of, or notice to, or filing or registration with, any third party or any Governmental Authority, under, (i) any Law applicable to BuyersSeller or to which the TH Interest is subject, (ii) the certificate Governing Documents of organization or bylaws or other organizational documents of BuyersSeller, (iii) any Authorizations or Judgments Orders binding on Buyers Seller or to which any of their assets are the TH Interest is subject or (iv) any material contract or other instrument or obligation to which Seller is a party or by which the TH Interest is subject, (B) result in the imposition or creation of Buyers any Lien, other than Permitted Liens, on the TH Interest, other than any Liens that may be created by or on behalf of Buyer, or (BC) with the passage of time, the giving of notice or the taking of any action by a third Personaction, have any of the effects set forth in clause clauses (A) or (B) of this Section 4.33.3, except for any matters described in this Section 4.3 clauses (A)(i), (iii) or (iv) that would not reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability of Buyers to execute, deliver and perform their obligations under this Agreement and the Other Agreements; and further there are no actions, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of Buyers, threatened, against Buyers or to which any assets of Buyers are subject, except any that, individually or, with respect to multiple actions, suits, proceedings or arbitrations that allege similar theories of recovery based on similar facts, in the aggregate, would not reasonably be expected to materially and adversely affect the ability of Buyers Seller to execute, deliver and perform its obligations Obligations under this Agreement or any Other Agreement and the Related Agreements to which Buyers are it will be a party.

Conflicts and Approvals. Assuming the accuracy of Seller’s Buyer's representations and warranties and except for (a) the receipt of the Buyer Seller Third Person Consents set forth on in Section 4.3(a3.3(a) of the Disclosure Schedules and Schedules, (b) the effectuation of all filings required under the HSR Act and the other filings and registrations with and the receipt of the Authorizations from Governmental Authorities set forth on in Section 4.3(b3.3(b) of the Disclosure SchedulesSchedules and (c) for any consents, approvals or notices that may be required related to the Pipeline ROW Interests, neither the execution and delivery by Buyers the Companies of this Agreement or the Other Related Agreements to which Buyers are each or either of the Companies will be a party, nor the performance by Buyers each of their obligations the Companies of its Obligations, as applicable, hereunder or thereunder will (A) violate conflict with, result in a breach or breach violation of the terms of of, cause or cause constitute a default event under, give rise to any right of default termination, cancellation or right for acceleration under, or require to be obtained or made any Person to accelerateconsent, terminatewaiver, modify order, approval, order or cancel under authorization of, or declaration, of, or notice to, or filing or registration with, any third party or any Governmental Authority, under, (i) any Law applicable to Buyers, (ii) either of the certificate of organization or bylaws or other organizational documents of Buyers, (iii) any Authorizations or Judgments binding on Buyers Companies or to which any of their assets are subject, (ii) the respective Governing Documents of the Companies, (iii) any Authorizations or Orders binding on either of the Companies or to which any of their respective assets are subject or (iv) any material contract or other instrument or obligation of Buyers either of the Companies or to which any of their assets are subject, (B) result in the imposition or creation of any Lien, other than Permitted Liens, on any asset of any of the Companies, other than any Liens that may be created by or on behalf of Buyer, or (BC) with the passage of time, the giving of notice or the taking of any action by a third Person, have any of the effects set forth in clause (A) or (B) of this Section 4.3, except for any matters described in this Section 4.3 clauses (A)(i), (iii) or (iv) that would not reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability of Buyers to execute, deliver and perform their obligations under this Agreement and each of the Other Agreements; and further there are no actions, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of Buyers, threatened, against Buyers or to which any assets of Buyers are subject, except any that, individually or, with respect to multiple actions, suits, proceedings or arbitrations that allege similar theories of recovery based on similar facts, in the aggregate, would not reasonably be expected to materially and adversely affect the ability of Buyers Companies to execute, deliver and perform its obligations Obligations, as applicable, under this Agreement or any Other Agreement and the Related Agreements to which Buyers are it will be a party.

Conflicts and Approvals. Assuming the accuracy of SellerBuyer’s representations and warranties and except for (a) the receipt of the Buyer Seller Third Person Consents set forth on in Section 4.3(a3.3(a) of the Seller Disclosure Schedules Schedule and (b) the effectuation of all filings required under the HSR Act and the other filings and registrations with and the receipt Execution Version of the Authorizations from Governmental Authorities set forth on in Section 4.3(b3.3(b) of the Seller Disclosure SchedulesSchedule, neither the execution and delivery by Buyers Seller of this Agreement or the Other Related Agreements to which Buyers are Seller will be a party, nor the performance by Buyers Seller of their obligations its Obligations hereunder or thereunder will (A) violate conflict with, result in a breach or breach violation of the terms of of, cause or cause constitute a default event under, give rise to any right of default termination, cancellation or right for acceleration under, or require to be obtained or made any Person to accelerateconsent, terminatewaiver, modify order, approval, order or cancel under authorization of, or declaration, of, or notice to, or filing or registration with, any third party or any Governmental Authority, under, (i) any Law applicable to BuyersSeller or to which the Purchased Shares is subject, (ii) the certificate Governing Documents of organization or bylaws or other organizational documents of BuyersSeller, (iii) any Authorizations or Judgments Orders binding on Buyers Seller or to which any of their assets are the Purchased Shares is subject or (iv) any material contract or other instrument or obligation to which Seller is a party or by which the Purchased Shares is subject, (B) result in the imposition or creation of Buyers any Lien, other than Permitted Liens, on the Purchased Shares, other than any Liens that may be created by or on behalf of Buyer, or (BC) with the passage of time, the giving of notice or the taking of any action by a third Personaction, have any of the effects set forth in clause clauses (A) or (B) of this Section 4.33.3, except for any matters described in this Section 4.3 clauses (A)(i), (iii) or (iv) that would not reasonably be expected to constitute a Material Adverse Effect or materially and adversely affect the ability of Buyers to execute, deliver and perform their obligations under this Agreement and the Other Agreements; and further there are no actions, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of Buyers, threatened, against Buyers or to which any assets of Buyers are subject, except any that, individually or, with respect to multiple actions, suits, proceedings or arbitrations that allege similar theories of recovery based on similar facts, in the aggregate, would not reasonably be expected to materially and adversely affect the ability of Buyers Seller to execute, deliver and perform its obligations Obligations under this Agreement or any Other Agreement and the Related Agreements to which Buyers are it will be a party.

Conflicts and Approvals. Assuming the accuracy of SellerBuyer’s representations and warranties and except for (a) the receipt of the Buyer Seller Third Person Consents set forth on in Section 4.3(a3.3(a) of the Disclosure Schedules and (b) the effectuation of all filings required under the HSR Act and the other filings and registrations with and the receipt of the Authorizations from Governmental Authorities set forth on in Section 4.3(b3.3(b) of the Disclosure Schedules, neither the execution and delivery by Buyers Seller of this Agreement or the Other Related Agreements to which Buyers are Seller will be a party, nor the performance by Buyers Seller of their obligations its Obligations hereunder or thereunder will (A) violate conflict with, result in a breach or breach violation of the terms of of, cause or cause constitute a default event under, give rise to any right of default termination, cancellation or right for acceleration under, or require to be obtained or made any Person to accelerateconsent, terminatewaiver, modify order, approval, order or cancel under authorization of, or declaration, of, or notice to, or filing or registration with, any third party or any Governmental Authority, under, (i) any Law applicable to BuyersSeller or to which the TH Interest is subject, (ii) the certificate Governing Documents of organization or bylaws or other organizational documents of BuyersSeller, (iii) any Authorizations or Judgments Orders binding on Buyers Seller or to which any of their assets are the TH Interest is subject or (iv) any material contract or other instrument or obligation to which Seller is a party or by which the TH Interest is subject, (B) result in the imposition or creation of Buyers any Lien, other than Permitted Liens, on the TH Interest, other than any Liens that may be created by or on behalf of Buyer, or (BC) with the passage of time, the giving of notice or the taking of any action by a third Personaction, have any of the effects set forth in clause clauses (A) or (B) of this Section 4.33.3, except for any matters described in this Section 4.3 clauses (A)(i), (iii) or (iv) that would not reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability of Buyers to execute, deliver and perform their obligations under this Agreement and the Other Agreements; and further there are no actions, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of Buyers, threatened, against Buyers or to which any assets of Buyers are subject, except any that, individually or, with respect to multiple actions, suits, proceedings or arbitrations that allege similar theories of recovery based on similar facts, in the aggregate, would not reasonably be expected to materially and adversely affect the ability of Buyers Seller to execute, deliver and perform its obligations Obligations under this Agreement or any Other Agreement and the Related Agreements to which Buyers are it will be a party.

Conflicts and Approvals. Assuming the accuracy of SellerBuyer’s representations representation and warranties and except for (a) the receipt of the Buyer Seller Third Person Consents set forth on in Section 4.3(a3.3(a) of the Disclosure Schedules and (b) the effectuation of all filings required under the HSR Act Act, with CFIUS and the other filings and registrations with and the receipt of the Authorizations from Governmental Authorities set forth on in Section 4.3(b3.3(b) of the Disclosure Schedules, neither the execution and delivery by Buyers Seller and each Affiliate of Seller of this Agreement or the Other Agreements to which Buyers are Seller and, in the appropriate case, each Affiliate of Seller will be a party, nor the performance by Buyers Seller and each Affiliate of their Seller of its obligations hereunder or thereunder thereunder, nor the consummation of the transactions contemplated hereby and thereby will (A) violate or breach the terms of or cause a default event of default or right for any Person to accelerate, terminate, modify or cancel under (i) any Law applicable to BuyersSeller or an Affiliate of Seller, (ii) the certificate of organization incorporation or bylaws of Seller or other organizational documents an Affiliate of BuyersSeller, (iii) any Authorizations or Judgments binding on Buyers Seller or an Affiliate of Seller or the Company or to which any of their respective assets are subject or (iv) any material contract Material Contract of Buyers Seller or an Affiliate of Seller or (B) with the passage of time, the giving of notice or the taking of any action by a third Person, have any of the effects set forth in clause (A) of this Section 4.33.3, except for any matters described in this Section 4.3 3.3 that would not reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability of Buyers to execute, deliver and perform their obligations under this Agreement and the Other Agreements; and further there are no actions, suits, proceedings, arbitrations Seller or investigations pending or, to the Knowledge an Affiliate of Buyers, threatened, against Buyers or to which any assets of Buyers are subject, except any that, individually or, with respect to multiple actions, suits, proceedings or arbitrations that allege similar theories of recovery based on similar facts, in the aggregate, would not reasonably be expected to materially and adversely affect the ability of Buyers Seller to execute, deliver and perform its obligations under this Agreement or any and the Other Agreement Agreements to which Buyers are it is a party, assuming, for purposes of this Section 3.3, that clause (a) in the definition of “Material Adverse Effect” shall not apply.

Conflicts and Approvals. Assuming the accuracy of SellerBuyer’s representations and warranties and except for (a) the receipt of the Buyer Seller Third Person Consents set forth on in Section 4.3(a3.3(a) of the Seller Disclosure Schedules and Schedule, (b) the effectuation of all filings required under the HSR Act and the other filings and registrations with and the receipt of the Authorizations from Governmental Authorities set forth on in Section 4.3(b3.3(b) of the Seller Disclosure SchedulesSchedule and (c) for any consents, approvals or notices that may be required related to the Pipeline ROW Interests, neither the execution and delivery by Buyers the Company of this Agreement or the Other Related Agreements to which Buyers are the Company will be a party, nor the performance by Buyers the Company of their obligations its Obligations, hereunder or thereunder will (A) violate conflict with, result in a breach or breach violation of the terms of of, cause or cause constitute a default event under, give rise to any right of default termination, cancellation or right for acceleration under, or require to be obtained or made any Person to accelerateconsent, terminatewaiver, modify order, approval, order or cancel under authorization of, or declaration, of, or notice to, or filing or registration with, any third party or any Governmental Authority, under, (i) any Law applicable to Buyersthe Company or to which any of its assets are subject, (ii) the certificate Governing Documents of organization or bylaws or other organizational documents of Buyersthe Company, (iii) any Authorizations or Judgments Orders binding on Buyers the Company or to which any of their its assets are subject or (iv) any material contract or other instrument or obligation of Buyers the Company or to which any of its assets are subject, (B) result in the imposition or creation of any Lien, other than Permitted Liens, on any asset of the Company, other than any Liens that may be created by or on behalf of Buyer, or (BC) with the passage of time, the giving of notice or the taking of any action by a third Person, have any of the effects set forth in clause (A) or (B) of this Section 4.3, except for any matters described in this Section 4.3 clauses (A)(i), (iii) or (iv) that would not reasonably be expected to constitute a Material Adverse Effect or materially and adversely affect the ability of Buyers to execute, deliver and perform their obligations under this Agreement and the Other Agreements; and further there are no actions, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of Buyers, threatened, against Buyers or to which any assets of Buyers are subject, except any that, individually or, with respect to multiple actions, suits, proceedings or arbitrations that allege similar theories of recovery based on similar facts, in the aggregate, would not reasonably be expected to materially and adversely affect the ability of Buyers Company to execute, deliver and perform its obligations Obligations, as applicable, under this Agreement or any Other Agreement and the Related Agreements to which Buyers are it will be a party.

Conflicts and Approvals. Assuming the accuracy of SellerBuyer’s representations and warranties and except for (a) the receipt of the Buyer Seller Third Person Consents set forth on in Section 4.3(a3.3(a) of the Disclosure Schedules and Schedules, (b) the effectuation of all filings required under the HSR Act and the other filings and registrations with and the receipt of the Authorizations from Governmental Authorities set forth on in Section 4.3(b3.3(b) of the Disclosure SchedulesSchedules and (c) for any consents, approvals or notices that may be required related to the Pipeline ROW Interests, neither the execution and delivery by Buyers the Companies of this Agreement or the Other Related Agreements to which Buyers are each or either of the Companies will be a party, nor the performance by Buyers each of their obligations the Companies of its Obligations, as applicable, hereunder or thereunder will (A) violate conflict with, result in a breach or breach violation of the terms of of, cause or cause constitute a default event under, give rise to any right of default termination, cancellation or right for acceleration under, or require to be obtained or made any Person to accelerateconsent, terminatewaiver, modify order, approval, order or cancel under authorization of, or declaration, of, or notice to, or filing or registration with, any third party or any Governmental Authority, under, (i) any Law applicable to Buyers, (ii) either of the certificate of organization or bylaws or other organizational documents of Buyers, (iii) any Authorizations or Judgments binding on Buyers Companies or to which any of their assets are subject, (ii) the respective Governing Documents of the Companies, (iii) any Authorizations or Orders binding on either of the Companies or to which any of their respective assets are subject or (iv) any material contract or other instrument or obligation of Buyers either of the Companies or to which any of their assets are subject, (B) result in the imposition or creation of any Lien, other than Permitted Liens, on any asset of any of the Companies, other than any Liens that may be created by or on behalf of Buyer, or (BC) with the passage of time, the giving of notice or the taking of any action by a third Person, have any of the effects set forth in clause (A) or (B) of this Section 4.3, except for any matters described in this Section 4.3 clauses (A)(i), (iii) or (iv) that would not reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability of Buyers to execute, deliver and perform their obligations under this Agreement and each of the Other Agreements; and further there are no actions, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of Buyers, threatened, against Buyers or to which any assets of Buyers are subject, except any that, individually or, with respect to multiple actions, suits, proceedings or arbitrations that allege similar theories of recovery based on similar facts, in the aggregate, would not reasonably be expected to materially and adversely affect the ability of Buyers Companies to execute, deliver and perform its obligations Obligations, as applicable, under this Agreement or any Other Agreement and the Related Agreements to which Buyers are it will be a party.