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

No Violation; Consents and Approvals. Except for matters described in clauses (b), (c), (d) or (e) below that (x) would not be material to Newco and the Contributed Entities, taken as a whole, or (y) would not have a material adverse effect on the ability of Crestwood and its Affiliates including Newco and the Contributed Entities to consummate the transactions contemplated hereby or the ability of Crestwood to perform its material obligations hereunder, neither the execution and delivery by Crestwood of this Agreement, nor the consummation by Crestwood of the transactions contemplated hereby, will (a) violate or conflict with any provision of the Governing Documents of Crestwood, Newco, Newco Service Company or any of the Contributed Entities, (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity, (c) require any consent, approval or authorization of or notification to, any counterparty to, or result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under, any Contributed Entity Permit or any Contract to which Crestwood or any of its Affiliates, including Newco, Newco Service Company and the Contributed Entities, is a party or by or to which any of their properties are bound, (d) result in the creation of an Encumbrance upon or require the sale of or give any Person the right to acquire any of the Equity Interests of Newco or Newco Service Company or any of the assets of Newco, Newco Service Company or any of the Contributed Entities, or restrict, hinder, impair or limit the ability of Newco or any of the Contributed Entities to carry on their businesses as and where they are being carried on, or (e) violate or conflict with any Law applicable to Crestwood or any of its Subsidiaries, including Newco, Newco Service Company and the Contributed Entities.

No Violation; Consents and Approvals. Except for matters described in clauses (b), (c), (da) or (e) below that (x) would not be material to Newco and the Contributed Entities, taken as a whole, or (y) would not have a material adverse effect on the ability of Crestwood and its Affiliates including Newco and the Contributed Entities to consummate the transactions contemplated hereby or the ability of Crestwood to perform its material obligations hereunder, neither the The execution and delivery by Crestwood Seller and each of its Affiliates that are a party thereto of this AgreementAgreement and the Ancillary Agreements do not, nor and the consummation performance by Crestwood Seller and its Affiliates of their obligations hereunder and thereunder and compliance with the terms hereof and thereof will not, (i) conflict with the Restated Certificate of Incorporation or Amended and Restated Bylaws of Seller or the comparable governing instruments of the transactions contemplated hereby, will (a) violate or conflict with any provision of the Governing Documents of Crestwood, Newco, Newco Service Company or any of the Contributed Division Entities; (ii) subject to receipt of the Consents and making of the Filings listed in Section 3.6(b) of the Disclosure Letter and the making of Filings under the HSR Act and the Exchange Act, violate or conflict with, in each case in any material respect, any Law applicable to Seller, the Company or any of the Division Entities, including any statute, regulation and rule of any health care authority having jurisdiction over the Division or the Facilities, including such Laws relating to health care fraud and abuse; or (biii) require any consentsubject to the receipt of the Consents and making of the Filings listed in Section 3.6(b) of the Disclosure Letter and the making of Filings under the HSR Act and the Exchange Act, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity, (c) require any consent, approval or authorization of or notification to, any counterparty to, or result in any breach material violation of or constitute a material breach or default under (or an event that, with notice or lapse of time or both, both would become result in a default) material violation of or a material breach or default under), or result in or give rise to others any a right of termination, cancellationcancellation or acceleration, amendment or acceleration result in the creation, of any obligation or the loss of any benefit underLien upon, any Contributed Entity Permit of the material properties or any Contract to which Crestwood assets of the Company or any of its Affiliatesthe Division Entities under any Material Contract (as hereinafter defined) or Permit (as hereinafter defined) to which Seller, including Newco, Newco Service the Company and or any of the Contributed Entities, Division Entities is a party or by or to which any of their properties are boundSeller, (d) result in the creation of an Encumbrance upon or require the sale of or give any Person the right to acquire any of the Equity Interests of Newco or Newco Service Company or any of the assets of Newco, Newco Service Company Division Entities or any of their respective properties or assets is bound or subject, except, in the Contributed Entitiescase of (ii) and (iii) above, for any such conflict, violation, breach, default, right of termination or restrict, hinder, impair cancellation which arises from or limit relates to the ability legal or regulatory status of Newco Buyer or any the nature of Buyer’s businesses or its participation in the Contributed Entities to carry on their businesses as and where they are being carried on, or (e) violate or conflict with any Law applicable to Crestwood or any of its Subsidiaries, including Newco, Newco Service Company and the Contributed Entitiestransactions contemplated hereby.

No Violation; Consents and Approvals. Except for matters described The execution and delivery by Purchaser of this Agreement and each Purchaser Transaction Agreement do not, and the consummation of the transactions contemplated hereby and thereby, and compliance with the terms hereof and thereof will not conflict with, or result in clauses any violation of or default under, (a) any provision of the organizational documents of any of the Purchaser, (b)) any Order or Applicable Law applicable to Purchaser, or the property or assets of Purchaser or (c), (d) or (e) below that (x) would not be material any contracts to Newco and the Contributed Entities, taken as which Purchaser are a wholeparty, or (y) by which Purchaser, or their respective assets may be bound. Except as set forth in Schedule 4.2, no Governmental Approval is required to be obtained or made by or with respect to Purchaser or their Affiliates in connection with the execution and delivery of this Agreement and each Purchaser Transaction Agreement, or the consummation by Purchaser of the transactions contemplated hereby and thereby. Litigation. There are no Actions pending or, to Purchaser’s Knowledge, threatened against or affecting Purchaser or their respective properties or assets, at law or in equity, by or before any Governmental Authority, or by or on behalf of any third party, which, if adversely determined, would not have a material adverse effect on the materially impair Purchaser’s ability of Crestwood and its Affiliates including Newco and the Contributed Entities to consummate the transactions contemplated hereby hereby, and there are no outstanding Orders, affecting Purchaser, or the their respective properties or assets, at law or in equity, which would materially impair Purchaser’s ability of Crestwood to perform its material obligations hereunder, neither the execution and delivery by Crestwood of this Agreement, nor the consummation by Crestwood of consummate the transactions contemplated hereby. Investment Intent. Purchaser are acquiring the Company Interests and the Transferred Assets for investment purposes only and not with a view toward, or for sale in connection with, any distribution thereof in violation of federal, state or other securities laws. Purchaser agree that it will (a) violate not sell, transfer, offer for sale, pledge, hypothecate or conflict with any provision otherwise dispose of the Governing Documents of Crestwood, Newco, Newco Service Company Interests or any of the Contributed Entities, (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity, (c) require any consent, approval or authorization of or notification to, any counterparty to, or result Transferred Assets in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration violation of any obligation federal, state or other securities laws. Purchaser is an “accredited investor” (as defined under Regulation D promulgated under the loss Securities Act of any benefit under1933, any Contributed Entity Permit or any Contract to which Crestwood or any of its Affiliates, including Newco, Newco Service Company and the Contributed Entities, is a party or by or to which any of their properties are bound, (d) result in the creation of an Encumbrance upon or require the sale of or give any Person the right to acquire any of the Equity Interests of Newco or Newco Service Company or any of the assets of Newco, Newco Service Company or any of the Contributed Entities, or restrict, hinder, impair or limit the ability of Newco or any of the Contributed Entities to carry on their businesses as and where they are being carried on, or (e) violate or conflict with any Law applicable to Crestwood or any of its Subsidiaries, including Newco, Newco Service Company and the Contributed Entitiesamended).

No Violation; Consents and Approvals. Except for matters described in clauses (b), (c), (d) or (e) below that (x) would not be material to Newco The execution and delivery by the Stockholder and the Contributed EntitiesCompany of the Transaction Documents does not, taken as a whole, or (y) would not have a material adverse effect on the ability of Crestwood and its Affiliates including Newco and the Contributed Entities to consummate consummation of the transactions contemplated hereby or and thereby and compliance with the ability of Crestwood to perform its material obligations hereunderterms hereof and thereof will not, neither the execution and delivery by Crestwood of this Agreement, nor the consummation by Crestwood of the transactions contemplated hereby, will (a) violate or conflict with any provision of the Governing Documents of Crestwood, Newco, Newco Service Company or any of the Contributed Entities, (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity, (c) require any consent, approval or authorization of or notification to, any counterparty to, or result in any breach violation of or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become constitute a default) under, (a) the terms and conditions or provisions of the certificate of incorporation or by-laws of the Company or any Company Subsidiary, (b) any Law applicable to the Company or any Company Subsidiary or the property or assets of the Company or any Company Subsidiary, or (c) give rise to others any right of termination, cancellation, amendment cancellation or acceleration under, or result in the creation of any obligation Lien upon any of the properties of the Company or the loss of any benefit under, any Contributed Entity Permit or Company Subsidiary under any Contract to which Crestwood the Company or any of its Affiliates, including Newco, Newco Service Company and the Contributed Entities, Subsidiary is a party or by which the Company or any Company Subsidiary or any assets of the Company or any Company Subsidiary may be bound, except, in the case of clauses (b) and (c), for such conflicts, violations or defaults which are set forth in Section 4.8 of the Disclosure Schedule and as to which requisite waivers or consents will have been obtained prior to the Closing or which, individually or in the aggregate, would not have a Material Adverse Effect. No Governmental Approval is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or the consummation by the Company or the Stockholder of the transactions contemplated hereby. The Company has taken all action necessary to exempt the sale of the Shares to BBI and the other transactions contemplated by this Agreement and the Merger Agreement from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which any of their properties are bound, (d) result in the creation of an Encumbrance upon or require the sale of or give any Person the right to acquire any of the Equity Interests of Newco or Newco Service Company or any of the its assets of Newco, Newco Service Company or and properties may be subject and any provision of the Contributed Entities, Company’s certificate of incorporation or restrict, hinder, impair bylaws that is or limit the ability of Newco or any could reasonably be expected to become applicable to BBI as a result of the Contributed Entities to carry on their businesses as and where they are being carried on, or (e) violate or conflict with any Law applicable to Crestwood or any of its Subsidiariestransactions contemplated hereby, including Newcowithout limitation, Newco Service Company the sale of the Shares to BBI and the Contributed Entitiesownership, disposition or voting of the Shares by BBI or the exercise of any right granted to BBI pursuant to this Agreement.

No Violation; Consents and Approvals. Except for matters described in clauses (b), (c), (d) or (e) below that (x) would not be material to Newco The execution and delivery by the Stockholder and the Contributed EntitiesCompany of the Transaction Documents does not, taken as a whole, or (y) would not have a material adverse effect on the ability of Crestwood and its Affiliates including Newco and the Contributed Entities to consummate consummation of the transactions contemplated hereby or and thereby and compliance with the ability of Crestwood to perform its material obligations hereunderterms hereof and thereof will not, neither the execution and delivery by Crestwood of this Agreement, nor the consummation by Crestwood of the transactions contemplated hereby, will (a) violate or conflict with any provision of the Governing Documents of Crestwood, Newco, Newco Service Company or any of the Contributed Entities, (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity, (c) require any consent, approval or authorization of or notification to, any counterparty to, or result in any breach violation of or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become constitute a default) under, (a) the terms and conditions or provisions of the certificate of incorporation or by-laws of the Company or any Company Subsidiary, (b) any Law applicable to the Company or any Company Subsidiary or the property or assets of the Company or any Company Subsidiary, or (c) give rise to others any right of termination, cancellation, amendment cancellation or acceleration under, or result in the creation of any obligation Lien upon any of the properties of the Company or the loss of any benefit under, any Contributed Entity Permit or Company Subsidiary under any Contract to which Crestwood the Company or any of its Affiliates, including Newco, Newco Service Company and the Contributed Entities, Subsidiary is a party or by which the Company or any Company Subsidiary or any assets of the Company or any Company Subsidiary may be bound, except, in the case of clauses (b) and (c), for such conflicts, violations or defaults which are set forth in Section 4.8 of the Disclosure Schedule and as to which requisite waivers or consents will have been obtained prior to the Closing or which, individually or in the aggregate, would not have a Material Adverse Effect. No Governmental Approval is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or the consummation by the Company or the Stockholder of the transactions contemplated hereby. The Company has taken all action necessary to exempt the sale of the Shares to CSA and the other transactions contemplated by this Agreement from the provisions of any stockholder rights plan or other "poison pill" arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which any of their properties are bound, (d) result in the creation of an Encumbrance upon or require the sale of or give any Person the right to acquire any of the Equity Interests of Newco or Newco Service Company or any of the its assets of Newco, Newco Service Company or and properties may be subject and any provision of the Contributed Entities, Company's certificate of incorporation or restrict, hinder, impair bylaws that is or limit the ability of Newco or any could reasonably be expected to become applicable to CSA as a result of the Contributed Entities to carry on their businesses as and where they are being carried on, or (e) violate or conflict with any Law applicable to Crestwood or any of its Subsidiariestransactions contemplated hereby, including Newcowithout limitation, Newco Service Company the sale of the Shares to CSA and the Contributed Entitiesownership, disposition or voting of the Shares by CSA or the exercise of any right granted to CSA pursuant to this Agreement.

No Violation; Consents and Approvals. Except for matters described in clauses (b), (c), (d) or (e) below that (x) would not be material to Newco The execution and delivery by the Stockholders and the Contributed EntitiesCompany of the Transaction Documents does not, taken as a whole, or (y) would not have a material adverse effect on the ability of Crestwood and its Affiliates including Newco and the Contributed Entities to consummate consummation of the transactions contemplated hereby or and thereby and compliance with the ability of Crestwood to perform its material obligations hereunderterms hereof and thereof will not, neither the execution and delivery by Crestwood of this Agreement, nor the consummation by Crestwood of the transactions contemplated hereby, will (a) violate or conflict with any provision of the Governing Documents of Crestwood, Newco, Newco Service Company or any of the Contributed Entities, (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity, (c) require any consent, approval or authorization of or notification to, any counterparty to, or result in any breach violation of or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become constitute a default) under, (a) the terms and conditions or provisions of the certificate of incorporation or by-laws of the Company or any Company Subsidiary, (b) any Law applicable to the Company or any Company Subsidiary or the property or assets of the Company or any Company Subsidiary, or (c) give rise to others any right of termination, cancellation, amendment cancellation or acceleration under, or result in the creation of any obligation Lien upon any of the properties of the Company or the loss of any benefit under, any Contributed Entity Permit or Company Subsidiary under any Contract to which Crestwood the Company or any of its Affiliates, including Newco, Newco Service Company and the Contributed Entities, Subsidiary is a party or by which the Company or any Company Subsidiary or any assets of the Company or any Company Subsidiary may be bound, except, in the case of clauses (b) and (c), for such conflicts, violations or defaults which are set forth in Section 4.8 of the Disclosure Schedule and as to which requisite waivers or consents will have been obtained prior to the Closing or which, individually or in the aggregate, would not have a Material Adverse Effect. No Governmental Approval is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or the consummation by the Company or the Stockholders of the transactions contemplated hereby. The Company has taken all action necessary to exempt the sale of the Shares to Buyer and the other transactions contemplated by this Agreement and the Merger Agreement from the provisions of any Stockholders rights plan or other "poison pill" arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which any of their properties are bound, (d) result in the creation of an Encumbrance upon or require the sale of or give any Person the right to acquire any of the Equity Interests of Newco or Newco Service Company or any of the its assets of Newco, Newco Service Company or and properties may be subject and any provision of the Contributed Entities, Company's certificate of incorporation or restrict, hinder, impair bylaws that is or limit the ability of Newco or any could reasonably be expected to become applicable to Buyer as a result of the Contributed Entities to carry on their businesses as and where they are being carried on, or (e) violate or conflict with any Law applicable to Crestwood or any of its Subsidiariestransactions contemplated hereby, including Newcowithout limitation, Newco Service Company the sale of the Shares to Buyer and the Contributed Entitiesownership, disposition or voting of the Shares by Buyer or the exercise of any right granted to Buyer pursuant to this Agreement.

No Violation; Consents and Approvals. Except for matters described in clauses (b), (c), (da) or (e) below that (x) would not be material to Newco and the Contributed Entities, taken as a whole, or (y) would not have a material adverse effect on the ability of Crestwood and its Affiliates including Newco and the Contributed Entities to consummate the transactions contemplated hereby or the ability of Crestwood to perform its material obligations hereunder, neither the The execution and delivery by Crestwood Seller and each of its Affiliates that are a party thereto of this AgreementAgreement and the Ancillary Agreements do not, nor and the consummation performance by Crestwood Seller and its Affiliates of their obligations hereunder and thereunder and compliance with the terms hereof and thereof will not, (i) conflict with the Restated Certificate of Incorporation or Amended and Restated Bylaws of Seller or the comparable governing instruments of the transactions contemplated hereby, will (a) violate or conflict with any provision of the Governing Documents of Crestwood, Newco, Newco Service Company or any of the Contributed Division Entities; (ii) subject to receipt of the Consents and making of the Filings listed in Section 3.6(b) of the Disclosure Letter and the making of Filings under the HSR Act and the Exchange Act, violate or conflict with, in each case in any material respect, any Law applicable to Seller, the Company or any of the Division Entities, including any statute, regulation and rule of any health care authority having jurisdiction over the Division or the Facilities, including such Laws relating to health care fraud and abuse; or (biii) require any consentsubject to the receipt of the Consents and making of the Filings listed in Section 3.6(b) of the Disclosure Letter and the making of Filings under the HSR Act and the Exchange Act, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity, (c) require any consent, approval or authorization of or notification to, any counterparty to, or result in any breach material violation of or constitute a material breach or default under (or an event that, with notice or lapse of time or both, both would become result in a default) material violation of or a material breach or default under), or result in or give rise to others any a right of termination, cancellationcancellation or acceleration, amendment or acceleration result in the creation, of any obligation or the loss of any benefit underLien upon, any Contributed Entity Permit of the material properties or any Contract to which Crestwood assets of the Company or any of its Affiliatesthe Division Entities under any Material Contract (as hereinafter defined) or Permit (as hereinafter defined) to which Seller, including Newco, Newco Service the Company and or any of the Contributed Entities, Division Entities is a party or by or to which any of their properties are boundSeller, (d) result in the creation of an Encumbrance upon or require the sale of or give any Person the right to acquire any of the Equity Interests of Newco or Newco Service Company or any of the assets of Newco, Newco Service Company Division Entities or any of their respective properties or assets is bound or subject, except, in the Contributed Entitiescase of (ii) and (iii) above, for any such conflict, violation, breach, default, right of termination or restrict, hinder, impair cancellation which arises from or limit relates to the ability legal or regulatory status of Newco Buyer or any the nature of Buyer's businesses or its participation in the Contributed Entities to carry on their businesses as and where they are being carried on, or (e) violate or conflict with any Law applicable to Crestwood or any of its Subsidiaries, including Newco, Newco Service Company and the Contributed Entitiestransactions contemplated hereby.

No Violation; Consents and Approvals. Except for matters described in clauses (b), (c), (d) or (e) below that (x) would not be material to Newco The execution and delivery by the Stockholder and the Contributed EntitiesCompany of the Transaction Documents does not, taken as a whole, or (y) would not have a material adverse effect on the ability of Crestwood and its Affiliates including Newco and the Contributed Entities to consummate consummation of the transactions contemplated hereby or and thereby and compliance with the ability of Crestwood to perform its material obligations hereunderterms hereof and thereof will not, neither the execution and delivery by Crestwood of this Agreement, nor the consummation by Crestwood of the transactions contemplated hereby, will (a) violate or conflict with any provision of the Governing Documents of Crestwood, Newco, Newco Service Company or any of the Contributed Entities, (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity, (c) require any consent, approval or authorization of or notification to, any counterparty to, or result in any breach violation of or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become constitute a default) under, (a) the terms and conditions or provisions of the certificate of incorporation or by-laws of the Company or any Company Subsidiary, (b) any Law applicable to the Company or any Company Subsidiary or the property or assets of the Company or any Company Subsidiary, or (c) give rise to others any right of termination, cancellation, amendment cancellation or acceleration under, or result in the creation of any obligation Lien upon any of the properties of the Company or the loss of any benefit under, any Contributed Entity Permit or Company Subsidiary under any Contract to which Crestwood the Company or any of its Affiliates, including Newco, Newco Service Company and the Contributed Entities, Subsidiary is a party or by which the Company or any Company Subsidiary or any assets of the Company or any Company Subsidiary may be bound, except, in the case of clauses (b) and (c), for such conflicts, violations or defaults which are set forth in Section 4.8 of the Disclosure Schedule and as to which requisite waivers or consents will have been obtained prior to the Closing or which, individually or in the aggregate, would not have a Material Adverse Effect. No Governmental Approval is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or the consummation by the Company or the Stockholder of the transactions contemplated hereby. The Company has taken all action necessary to exempt the sale of the Shares to BBI and the other transactions contemplated by this Agreement and the Merger Agreement from the provisions of any stockholder rights plan or other "poison pill" arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which any of their properties are bound, (d) result in the creation of an Encumbrance upon or require the sale of or give any Person the right to acquire any of the Equity Interests of Newco or Newco Service Company or any of the its assets of Newco, Newco Service Company or and properties may be subject and any provision of the Contributed Entities, Company's certificate of incorporation or restrict, hinder, impair bylaws that is or limit the ability of Newco or any could reasonably be expected to become applicable to BBI as a result of the Contributed Entities to carry on their businesses as and where they are being carried on, or (e) violate or conflict with any Law applicable to Crestwood or any of its Subsidiariestransactions contemplated hereby, including Newcowithout limitation, Newco Service Company the sale of the Shares to BBI and the Contributed Entitiesownership, disposition or voting of the Shares by BBI or the exercise of any right granted to BBI pursuant to this Agreement.