Common use of No Conflicts; Consents and Approvals Clause in Contracts

No Conflicts; Consents and Approvals. (a) The execution and delivery of this Agreement and the Related Agreements by Purchaser does not, and the consummation by Purchaser of the Sale will not: (i) conflict with any provisions of the organizational documents of Purchaser; (ii) violate any applicable Law (assuming compliance with the matters set forth in Section 5.3(b) of the Purchaser Disclosure Letter); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under or require any offer to purchase or prepayment of any Indebtedness or Liability under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise, license or other Contract to which Purchaser is a party or by which Purchaser or its Subsidiaries or any of their assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or its Subsidiaries; or (v) cause the suspension or revocation of any material Permit of Purchaser or its Subsidiaries; except in the case of clauses (ii), (iii), (iv) and (v), as would not have a Purchaser Material Adverse Effect.

No Conflicts; Consents and Approvals. (a) The execution and delivery of this Agreement and the Related Agreements by Purchaser does Purchasers do not, and the consummation by Purchaser Purchasers of the Sale will not: (i) conflict with any provisions of the organizational documents of PurchaserPurchasers; (ii) violate any applicable Law (assuming compliance with the matters set forth in Section 5.3(b) of the Purchaser Purchasers Disclosure Letter); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under or require any offer to purchase or prepayment of any Indebtedness or Liability under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise, license or other Contract to which Purchaser is Purchasers are a party or by which Purchaser Purchasers or its their Subsidiaries or any of their assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser Purchasers or its their Subsidiaries; or (v) cause the suspension or revocation of any material Permit of Purchaser Purchasers or its their Subsidiaries; except in the case of clauses (ii), (iii), (iv) and (v), as would not have a Purchaser Material Adverse Effect.

No Conflicts; Consents and Approvals. (a) The execution and delivery of this Agreement and the Related Agreements by Purchaser Seller does not, and the consummation by Purchaser Seller of the Sale will not: (i) conflict with any provisions of the organizational documents of PurchaserSeller or the Trayport Companies; (ii) violate any applicable Law (assuming compliance with the matters set forth in Section 5.3(b4.5(b) of the Purchaser Seller Disclosure Letter); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under or require any offer to purchase or prepayment of any Indebtedness or Liability under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise, license or other Contract to which Purchaser any Trayport Company is a party or by which Purchaser or its Subsidiaries any Trayport Company or any of their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or its Subsidiariesany Trayport Company; or (v) cause the suspension or revocation of any material Trayport Permit (assuming compliance with the matters set forth in Section 4.5(b) of Purchaser or its Subsidiariesthe Seller Disclosure Letter); except except, in the case of clauses (ii), (iii), (iv) and (v), as would not have a Purchaser Material Adverse Effectbe material to the Business.

No Conflicts; Consents and Approvals. (a) The execution and delivery of this Agreement and the Related Agreements by Purchaser does each Seller do not, and the consummation by Purchaser Sellers of the Sale will not: (i) conflict with any provisions of the organizational documents of PurchaserSellers or the Trayport Companies; (ii) violate any applicable Law (assuming compliance with the matters set forth in Section 5.3(b4.5(b) of the Purchaser Sellers Disclosure Letter); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under or require any offer to purchase or prepayment of any Indebtedness or Liability under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise, license or other Contract to which Purchaser any Trayport Company is a party or by which Purchaser or its Subsidiaries any Trayport Company or any of their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or its Subsidiariesany Trayport Company; or (v) cause the suspension or revocation of any material Trayport Permit (assuming compliance with the matters set forth in Section 4.5(b) of Purchaser or its Subsidiariesthe Sellers Disclosure Letter); except except, in the case of clauses (ii), (iii), (iv) and (v), as would not have a Purchaser Material Adverse Effectbe material to the Business.

No Conflicts; Consents and Approvals. (a) The execution and delivery of this Agreement and the Related Agreements by Purchaser does not, and the consummation by Purchaser of the Sale will not: (i) conflict with any provisions of the organizational documents of Purchaser; (ii) violate any applicable Law (assuming compliance with the matters set forth in Section 5.3(b) of the Purchaser Disclosure Letter); (iii) result, after the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under or require any offer to purchase or prepayment of any Indebtedness or Liability under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise, license or other Contract to which 38 Purchaser is a party or by which Purchaser or its Subsidiaries or any of their assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or its Subsidiaries; or (v) cause the suspension or revocation of any material Permit of Purchaser or its Subsidiaries; except in the case of clauses (ii), (iii), (iv) and (v), as would not have a Purchaser Material Adverse Effect.

No Conflicts; Consents and Approvals. (a) The Neither the execution and delivery by Buyer of this Agreement and or the Related Agreements by Purchaser does notother Transaction Documents to which it is or will be a party, and nor the consummation by Purchaser Buyer of the Sale will nottransactions contemplated hereby or thereby, will: (i) contravene, conflict with or result in any provisions breach or violation of any provision of the organizational documents Organizational Documents of PurchaserBuyer; (ii) violate any applicable Law (assuming compliance with the matters set forth conflict with, violate, result in Section 5.3(b) a breach of the Purchaser Disclosure Letter); (iii) resultor default under, after or require consent, approval or waiver from, or require the giving of noticenotice to any Person under or in connection with any of the terms, with lapse of time conditions or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination provisions of any obligation under or require any consent under or require any offer to purchase or prepayment of any Indebtedness or Liability under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise, license or other material Contract to which Purchaser Buyer is a party or by which Purchaser any of its assets are bound, or result in the acceleration of or create in any Person the right to accelerate, terminate, modify, amend or cancel or give rise to any loss of any material benefit under any such material Contract; (iii) assuming receipt of the HSR Approval, contravene, conflict with, violate or result in a violation of or default under any \\4141-5696-8778 v37 Law to which Buyer or its Subsidiaries or any of their assets or properties may be boundare subject; (iv) result in the imposition or creation or imposition of any Lien (other than Permitted Liens) upon any properties or on the assets of Purchaser or its SubsidiariesBuyer; or (v) cause pursuant to a preferential purchase right, right of first refusal or offer, or buy-sell arrangement granted by Seller, give any Person the suspension right to prevent, impede or revocation of any material Permit of Purchaser or its Subsidiaries; except delay the Closing under this Agreement, except, in the case of clauses (ii), (iii), (iv) ), and (v), as would not have reasonably be expected to have, individually or in the aggregate, a Purchaser Buyer Material Adverse Effect.