No Conflict; Third Party Consents. 2.3.1 Subject to compliance with any applicable requirements under the HSR Act, the execution, delivery or the performance of any Transaction Document to which any Seller Party is a party do not and will not (a) violate or conflict with such Seller Party’s Organizational Documents, (b) violate or conflict with any Law or Order applicable to such Seller Party, (c) except as set forth on Schedule 2.3, violate, conflict with, result in a breach or termination of, otherwise give any Person additional rights or compensation under, give rise to a loss of a material benefit under or the right to terminate or accelerate, or constitute (with or without notice or lapse of time, or both) a default under, the terms of any note, deed, lease, Easement, right of way, instrument, security agreement, mortgage, commitment, or Contract to which such Seller Party or any member of the Company Group is a party or by which it or any of the Assets are bound, except in the case of clauses (b) and (c) for such violations, conflicts, terminations, rights, or defaults that would not, individually or in the aggregate, reasonably be expected to be material to the ownership, operation or use of the Assets or (d) except as set forth on Schedule 2.3, result in the creation or imposition of any Lien with respect to the Units, any equity interests in any member of the Company Group, or any of the Assets.
No Conflict; Third Party Consents. Except as otherwise provided in Section 4.3 of the Disclosure Schedule, the execution and delivery of this Agreement, the Ancillary Agreements, and the consummation of the Transactions, will not (a) violate or conflict with the provisions of Seller’s certificate of incorporation or bylaws, (b) result in the imposition of any Encumbrance (other than the rights of Purchaser hereunder) upon any of the Transferred Assets, (c) cause the acceleration, cancellation or material modification of any obligation under, create in any party the right to terminate, constitute a default or breach of, or violate or conflict with the terms, conditions or provisions of, or result in the loss of a material benefit under, any Contract to which Seller is a party or by which Seller or the Transferred Assets are bound or (d) result in a material breach or violation by Seller of any of the terms, conditions or provisions of any Legal Requirement, Governmental Authorization or Governmental Order solely with respect to the Transferred Assets, except as set forth on Section 4.3(d) of the Disclosure Schedule. Except as set forth on Section 4.3(d) of the Disclosure Schedule, Seller is not required to give any notice to any Person, and except as set forth on Section 4.3(e) of the Disclosure Schedule, no consent, approval or authorization of, or registration or filing with, any Person or Governmental Authority is required in connection with the execution, delivery or performance by Seller of this Agreement or any of the Ancillary Agreements or the consummation of the Transactions.
No Conflict; Third Party Consents. 3.3.1 Subject to compliance with any applicable requirements under the HSR Act, the execution, delivery or performance by the Buyer of any Transaction Document to which it is a party and the consummation of the transactions contemplated herein or therein do not and will not (a) violate or conflict with the Buyer’s Organizational Documents, (b) violate or conflict with any Law or Order applicable to the Buyer, (c) violate, conflict with, result in a breach or termination of, otherwise give any Person additional rights or compensation under, give rise to a loss of a UNIT PURCHASE AGREEMENT 34 material benefit under or the right to terminate or accelerate, or constitutes (with or without notice or lapse of time, or both) a default under, the terms of any note, deed, lease, easement, right of way, instrument, security agreement, mortgage, commitment, or Contract of the Buyer or by which any of the Buyer’s assets are bound, except in the case of clauses (b) and (c) for such violations, conflicts, terminations, rights, or defaults that would not, individually or in the aggregate, reasonably be expected to be material to the performance by the Buyer of its obligations under this Agreement, or (d) result in the creation or imposition of any Lien with respect to any of the Buyer’s assets other than Permitted Liens and Liens required under the terms of the Buyer’s credit agreements and related security agreements as of the date hereof.
No Conflict; Third Party Consents. Each Plan Support Party, severally with respect to itself and not jointly, represents and warrants to the Company, and the Company, jointly and severally, represents and warrants, to each Plan Support Party that the execution, delivery and performance by such Party of this Agreement and the other Definitive Documentation to which it is or will become a party does not, and the consummation of the Transaction does not and will not (a) subject to receipt of the authorizations, consents, orders or approvals of, or registrations or declarations with, any federal, state, or other governmental authority or regulatory body that have been or will be obtained or made prior to or on the Closing Date with respect to the Transaction as set forth on Schedule 5.3 of the Plan Funding Agreement, violate any provision of law, rule or regulation applicable to it or its charter or bylaws (or other similar governing documents) in any material respect, (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any contractual obligation to which it is a party in any material respect, except, in the case of the Company, for the filing of the Bankruptcy Cases, or (c) other than in respect of the Company as expressly contemplated by the Plan, require the consent or approval of, or notice to, or other action by, any creditor or shareholder of any Party or from any other Person in respect of any Party (including any contractual obligation of any Party), other than for any such consent, approval, notice or action, the failure of which to make or obtain, as would not reasonably be expected to be material to such Party or its ability to consummate the Transaction.
No Conflict; Third Party Consents. (a) The execution, delivery or performance of any Transaction Document to which any of the Partnership Entities is a party does not and will not (i) violate or conflict with such Partnership Entity’s Organizational Documents, (ii) violate or conflict with any Law or Order applicable to such Partnership Entity, (iii) except to the extent, if any, previously disclosed to the Purchasers, violate, conflict with, result in a breach or termination of, otherwise give any Person additional rights or compensation under, give rise to a loss of a material benefit under or the right to terminate or accelerate, or constitute (with or without notice or lapse of time, or both) a default under, the terms of any note, deed, lease, easement, right of way, instrument, security agreement, mortgage, commitment or Contract to which any of the Partnership Entities is a party or by which any of the Assets are bound, except in the case of clauses (ii) and (iii) for such violations, conflicts, terminations, rights, or defaults that would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse Effect or (iv) result in the creation or imposition of any Lien with respect to the Total Purchased Units and the Additional General Partner Interest, any equity interests in any of the Partnership Entities, or any of the Assets.
No Conflict; Third Party Consents. Except as set forth on Section 3.3 of the Seller Disclosure Schedule, the execution and delivery of this Agreement, and the other Transaction Documents do not, and the performance and consummation of the Transactions will not (i) violate or conflict with the provisions of the Articles of Organization or Operating Agreement of Seller, (ii) require any consent, approval or notice under, violate or result in the violation of, conflict with or result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by or result in a right of termination or acceleration, result in the loss of a benefit under or result in the creation of any Lien upon any of the Acquired Assets under the terms, conditions or provisions of any Contract, instrument, or other obligation to which Seller is a party or any of Seller’s properties or assets are subject, (iii) result in a breach or violation by Seller of any of the terms, conditions or provisions of any Law or Order, or (iv) require on the part of Seller any Permit to be obtained or made. Except as set forth in Section 3.3 of the Seller Disclosure Schedule, no consent, approval or authorization of, or registration or filing with, any Person or Governmental Entity is required in connection with the execution or delivery this Agreement or any other Transaction Document by Seller or the consummation of the Transactions by Seller.
No Conflict; Third Party Consents. The execution and delivery of this Agreement does not, and the execution and delivery of the Ancillary Agreements to which the Purchaser is a party will not, and the consummation of the Transactions will not (a) violate or conflict with the provisions of the Purchaser’s Organizational Documents, or (b) result in a material breach or violation by the Purchaser of any of the terms, conditions or provisions of any applicable Legal Requirement, Governmental Authorization or Governmental Order. The Purchaser is not required to give any notice to any Person, and no consent, approval or authorization of, or registration or filing with, any Person or Governmental Authority is required in connection with the execution, delivery or performance by the Purchaser of this Agreement or any of the Ancillary Agreements to which the Purchaser is or is to become a party or the consummation of the Transactions.
No Conflict; Third Party Consents. Except as set forth on the Seller's Disclosure Schedule, the execution and delivery of this Agreement do not, and the execution and delivery of the other Transaction Documents will not, and the consummation of the transactions contemplated herein and therein will not (with or without notice or lapse of time or both), (i) violate or conflict with the provisions of the Certificate of Incorporation or Bylaws of the Seller, the Company or any of the Subsidiaries, (ii) except as would not cause a Material Adverse Effect, result in the imposition of any Lien (other than a Permitted Lien) upon any of the properties or assets of the Company or any of the Subsidiaries, cause the acceleration or material modification of any obligation under, create in any party the right to terminate, constitute a default or breach of, or violate or conflict with the terms, conditions or provisions of, any Company Material Contract, or (iii) except as would not cause a Material Adverse Effect, result in a breach or violation by the Seller, the Company or any of the Subsidiaries of any of the terms, conditions or provisions of any Law or Order. Except as set forth on Seller's Disclosure Schedule, no consent, approval or authorization of, or registration or filing with, any Person under any Material Contract is required in connection with the consummation of the transactions contemplated herein, except where the failure to obtain the same would not cause a Material Adverse Effect. In furtherance of the foregoing, except as set forth in Seller's Disclosure Schedule, there are no Company Material Contracts that contain a change of control provision or otherwise require consent or grant the right to terminate by reason of the transactions contemplated herein.
No Conflict; Third Party Consents. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions will not (a) violate or conflict with the provisions of Purchaser’s articles of incorporation or bylaws, or (b) result in a material breach or violation by Purchaser of any of the terms, conditions or provisions of any applicable Legal Requirement, Governmental Authorization or Governmental Order. Purchaser is not required to give any notice to any Person, and no consent, approval or authorization of, or registration or filing with, any Person or Governmental Authority is required in connection with the execution, delivery or performance by Purchaser of this Agreement or any of the Ancillary Agreements or the consummation of the Transactions.
No Conflict; Third Party Consents. Except as set forth in Schedule 6.3, the execution and delivery of this Agreement do not, and of the other Transaction Documents will not, and the consummation of the Transactions will not, (i) violate or conflict with the provisions of the Certificate of Incorporation or Bylaws of Buyer or Guarantor, (ii) result in the imposition of any Lien upon any of the properties or assets of Buyer or Guarantor, cause the acceleration or material modification of any obligation under, create in any party the right to terminate, constitute a default or breach of, or violate or conflict with the terms, conditions or provisions of any Contract to which Buyer or Guarantor is a party or by which either of them is bound, (iii) result in a breach or violation by Buyer or Guarantor of any of the terms, conditions or provisions of any Law or Order, or (iv) except for the filing requirements set forth in Section 6.4, require on the part of Buyer or Guarantor any Governmental Authorization or any filing with or notice to any Governmental or Regulatory Body. Except as set forth on Schedule 6.3 or Schedule 6.4 or as disclosed in Section 6.4, no consent, approval or authorization of, or registration or filing with, any Person is required in connection with the execution or delivery by Buyer or Guarantor of this Agreement or any of the other Transaction Documents to which Buyer or Guarantor is or is to become party or the consummation of the Transactions.
