Common use of Governmental and Other Approvals; No Conflicts Clause in Contracts

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Parent, Borrower and their Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (c) will not, in any material respect, violate or result in a default under any indenture, material agreement or other material instrument binding upon Parent, Borrower and their Subsidiaries or assets, or give rise to a right thereunder to require any material payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of Parent, Borrower and their Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Parent, Borrower such Obligor and their its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect, (c) will not, in any material respect, not violate or result in a default under any indenture, material agreement or other material instrument binding upon Parent, Borrower such Obligor and their its Subsidiaries or their assets, or give rise to a right thereunder to require any material payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Parent, Borrower such Obligor and their its Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Parent, Borrower and their its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (c) will not, in any material respect, violate or result in a default under any indenture, material agreement or other material instrument binding upon Parent, Borrower and their its Subsidiaries or assets, or give rise to a right thereunder to require any material payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of Parent, Borrower and their its Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Parent, Borrower and their its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect, (c) will not, in any material respect, not violate or result in a default under any indenture, material Material Agreement or agreement creating or other material instrument binding upon Parent, Borrower and their Subsidiaries or assetsevidencing any Material Indebtedness, or give rise to a right thereunder to require any material payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Parent, Borrower and their its Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Parent, Borrower and their its Subsidiaries or any order of any Governmental Authority, other than any such violations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (c) will not, in any material respect, not violate or result in a default under any material indenture, material agreement or other material instrument binding upon Parent, Borrower and their its Subsidiaries or assets, or give rise to a right thereunder to require any material payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Parent, Borrower and their its Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Parent, Borrower and their Subsidiaries or its Subsidiaries, (c) will not violate any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect, (cd) will not, in any material respect, not violate or result in a default under any indenture, material agreement or other material instrument binding upon Parent, Borrower and their its Subsidiaries or assets, or give rise to a right thereunder to require any material payment to be made by any such Person, and (de) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Parent, Borrower and their its Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Parent, Borrower and their Subsidiaries or its Subsidiaries, (c) will not violate any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (c) will not, Authority in any material respect, (d) will not violate or result in a default under any indenture, material agreement or other material instrument binding upon Parent, Borrower and their its Subsidiaries or assets, or give rise to a right thereunder to require any material payment to be made by any such Person, and (de) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Parent, Borrower and their its Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Parent, Borrower and their Subsidiaries or its Subsidiaries, (c) will not violate any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectAuthority , (cd) will not, in any material respect, not violate or result in a default under any indenture, material agreement or other material instrument binding upon Parent, Borrower and their its Subsidiaries or assets, or give rise to a right thereunder to require any material payment to be made by any such Person, and (de) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Parent, Borrower and their its Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws Organizational Documents of Borrower or other organizational documents of Parent, Borrower and their its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (c) will not, in any material respect, not violate or result in a default under any material indenture, material agreement or other material instrument binding upon Parent, Borrower and their or its Subsidiaries or assetsassets (including any Material Agreement or agreement creating or evidencing any Material Indebtedness), or give rise to a right thereunder to require any material payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Parent, Borrower and their or its Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and effect, (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, and (iii) as disclosed in Schedule 7.03, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Parent, Borrower and their its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect, (c) will not, in any material respect, not violate or result in a default under any material indenture, material agreement or other material instrument binding upon Parent, Borrower and their its Subsidiaries or assets, or give rise to a right thereunder to require any material payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of Parent, Borrower and their its Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security DocumentsDocuments (iii) those that are permitted to be made after the Closing Date, (b) will not violate any applicable law or regulation or the charter, bylaws by laws or other organizational documents of Parent, each Borrower and their its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect, (c) will not, in any material respect, not violate or result in a default under any indenture, material agreement or other material instrument binding upon Parent, each Borrower and their its Subsidiaries or assets, or give rise to a right thereunder to require any material payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of Parent, each Borrower and their its Subsidiaries, other than Permitted Liens.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and effect, (ii) filings and recordings in respect of the Liens created pursuant to the Security DocumentsDocuments and (iii) as would not reasonably be expected to have a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Parent, Borrower and their its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (c) will not, in any material respect, not violate or result in a default under any indenture, material agreement or other material instrument binding upon Parent, Borrower and their Subsidiaries or assetsMaterial Agreement, or give rise to a right thereunder to require any material payment to be made by any such PersonPerson except as disclosed on Schedule 7.03, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien on any asset of Parent, Borrower and their its Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Parent, Borrower and their its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect, (c) will not, in any material respect, not violate or result in a default under any indenture, material agreement or other material instrument binding upon Parent, Borrower and their its Subsidiaries or assets, or give rise to a right thereunder to require any material payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Parent, Borrower and their its Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Parent, Borrower and their its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect, (c) will not, in any material respect, not violate or result in a default under any indenture, material agreement or other material instrument binding upon Parent, Borrower and their its Subsidiaries or assets, or give rise to a right thereunder to require any material payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Parent, Borrower and their its Subsidiaries.. [*] – indicates deleted language 37 CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24B-2

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and effect, (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, and (iii) the filing of any applicable notices under securities laws, (b) will not violate any applicable material law or regulation or the charter, bylaws or other organizational documents of Parentany Obligor, Borrower and their Subsidiaries or (c) will not violate in any material respect any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (cd) will not, in any material respect, not violate or result in a default under any material indenture, material agreement or other material instrument binding upon Parent, Borrower and their its Subsidiaries or assets, or give rise to a right thereunder to require any material payment to be made by any such Person, and (de) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Parent, Borrower and their its Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) material filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or the charter, bylaws or other organizational documents of Parent, Borrower and their Subsidiaries or its Subsidiaries, (c) will not violate any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (cd) will not, in any material respect, not violate or result in a default under any indenture, material agreement or other material instrument binding upon Parent, Borrower and their its Subsidiaries or assets, or give rise to a right thereunder to require any material payment to be made by any such Person, and (de) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Parent, Borrower and their its Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law Law or regulation or the charter, bylaws or other organizational documents Organizational Documents of Parent, Borrower and their Subsidiaries any Obligor or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (c) will not, not violate in any material respect, violate respect or result in a default under any material indenture, material agreement or other material instrument binding upon Parent, Borrower and their Subsidiaries any Obligor or assetsassets (including any Material Agreement or agreement creating or evidencing any Material Indebtedness), or give rise to a right thereunder to require any material payment to be made by any such Person, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Parent, Borrower and their Subsidiariesany Obligor.

Governmental and Other Approvals; No Conflicts. The Transactions (ai) do not require any consent or approval Governmental Approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (ix) such as have been obtained or made and are in full force and effect and (iiy) filings and recordings in respect of the Liens created pursuant to the Security Documents, (bii) will not violate any applicable law or regulation Law or the charter, bylaws Organic Documents of any Obligor or other organizational documents any of Parent, Borrower and their its Subsidiaries or any order of any Governmental Authority, other than any such violations that, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect, (ciii) will not, in any material respect, not violate or result in a default under any indenture, material agreement or other material instrument in respect of Indebtedness for borrowed money or equivalent binding upon Parent, Borrower and their any Obligor or any of its Subsidiaries or assetsassets in any material respect, or give rise to a right thereunder to require any material payment to be made by any such Person, and (div) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Parent, Borrower and their any Obligor or any of its Subsidiaries.

Governmental and Other Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any third party, except for (i) such as have been obtained or made and are in full force and effect and (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents, (b) will not violate any applicable law or regulation or (i) the charter, bylaws or other organizational documents of Parent, Borrower and their its Subsidiaries or (ii) any applicable law or regulation or any order of any Governmental Authority, other than any such violations in the case of this clause (ii) that, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect, (c) will not, in any material respect, not violate or result in a default under any indenture, material Material Agreement or agreement creating or other material instrument binding upon Parent, Borrower and their Subsidiaries or assetsevidencing any Material Indebtedness, or give rise to a right thereunder to require any material payment to be made by any such Person, Person and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of Parent, Borrower and their its Subsidiaries.