Common use of No Violation; Consents Clause in Contracts

No Violation; Consents. (a) Subject to the governmental filings and other matters referred to in Section 4.03(b), the execution, delivery and performance by such Person of each of the Transaction Documents to which it is a party and the consummation by such Person of the transactions contemplated thereby do not and will not contravene any Applicable Law, except for any such contravention that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Person to timely perform its obligations under the Transaction Documents. The execution, delivery and performance by such Person of each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby (i) will not (A) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any contract, lease or other agreement to which such Person is party or by which such Person is bound or to which any of its assets is subject, or (B) result in the creation or imposition of any Lien upon any of the assets of such Person, except for any such violations, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Person to timely perform its obligations under this Agreement; and (ii) if it is a legal entity, will not conflict with or violate any provision of the certificate of incorporation or bylaws or other organizational documents of such Person.

No Violation; Consents. (a) Subject to the governmental filings and other matters referred to in Section 4.03(b), the The execution, delivery and performance by such Person the Company of each of the Transaction Documents to which it is a party and the consummation by such Person the Company of the Exchange and the other transactions contemplated thereby by the Transaction Documents to occur on the Closing Date do not and will not contravene any Applicable Law, except for any such contravention that would notincluding, individually or in without limitation, Section 160 of the aggregateDGCL. Except as set forth on Schedule 3.3 of the Company Disclosure Schedule, reasonably be expected to have a material adverse effect on the ability of such Person to timely perform its obligations under the Transaction Documents. The execution, delivery and performance by such Person the Company of each of the Transaction Documents to which it is a party and the consummation of the Exchange and the other transactions contemplated thereby by the Transaction Documents to occur on the Closing Date (i) will not (Aa) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any contract, lease or other agreement Contract to which such Person the Company or any Subsidiary is a party or by which such Person the Company or any Subsidiary is bound or to which any of its their respective assets is are subject, or (Bb) result in the creation or imposition of any Lien upon any of the assets of such Personthe Company or any Subsidiary, except for any such violations, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Person the Company to timely perform its obligations under this Agreement; the Transaction Documents and (ii) if it is a legal entity, will not conflict with or violate any provision of the certificate of incorporation or bylaws by-laws or other organizational governing documents of such Personthe Company or the Subsidiaries.

No Violation; Consents. (a) Subject to the governmental filings and other matters referred to in Section 4.03(b), the The execution, delivery and performance by such Person the Company of each of this Agreement and the Transaction Documents to which it is a party Supplementary Shareholders Agreements and Supplementary Registration Rights Agreement and the consummation by such Person of the transactions contemplated thereby Transactions do not and will not contravene any Applicable Law, except for any such contravention that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Material Adverse Effect. Subject only to receiving stockholder approval of the ability issuance of such Person shares of Common Stock pursuant to timely perform its obligations this Agreement and the receipt of any waiver or consent required under the Transaction Documents. The Credit Agreement to permit the consummation of the Transactions, the execution, delivery and performance by such Person the Company of each of this Agreement and the Transaction Documents to which it is a party Supplementary Shareholders Agreements and Supplementary Registration Rights Agreement and the consummation of the transactions contemplated thereby Transactions (i) will not (A) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any contract, lease or other agreement Contract to which such Person the Company or any Subsidiary is a party or by which such Person the Company or any Subsidiary is bound or to which any of its their respective assets is subject, or (B) ), result in the creation or imposition of any Lien upon any of the assets of such Personthe Company or any Subsidiary, except for any such violations, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Person to timely perform its obligations under this Agreement; Material Adverse Effect, and (ii) if it is a legal entity, will not conflict with or violate any provision of the certificate of incorporation or bylaws or other organizational governing documents of such Personthe Company or any Subsidiary.

No Violation; Consents. (a) Subject to making the governmental filings and other matters obtaining the consents and approvals referred to in Section 4.03(b4.3(b), the execution, delivery and performance by such Person Purchaser of each of the Transaction Equity Documents to which it is a party and the consummation by such Person of the transactions contemplated thereby Transactions, do not and will not contravene any Applicable Law, except for any such contravention that contraventions as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Person Purchaser to timely perform its obligations under the Transaction Documentsthis Agreement. The execution, delivery and performance by such Person Purchaser of each of the Transaction Equity Documents to which it is a party and the consummation of the transactions contemplated thereby Transactions (i) will not (A) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any contract, lease or other agreement Contract to which such Person Purchaser is party or by which such Person Purchaser is bound or to which any of its assets is subject, or (B) result in the creation or imposition of any Lien upon any of the assets of such PersonPurchaser, except for any such violations, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Person Purchaser to timely perform its obligations under this Agreement; , and (ii) if it is a legal entity, will not conflict with or violate any provision of the certificate of incorporation or bylaws or other organizational governing documents of such PersonPurchaser.

No Violation; Consents. (a) Subject to the governmental filings and other matters referred to in Section 4.03(b), the execution, delivery and performance by such Person Purchaser of each of the Transaction Equity Documents to which it is a party and the consummation by such Person Purchaser of the transactions contemplated thereby Transactions do not and will not contravene any Applicable Law, except for any such contravention that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Person Purchaser to timely perform its obligations under the Transaction Equity Documents. The execution, delivery and performance by such Person Purchaser of each of the Transaction Equity Documents to which it is a party and the consummation of the transactions contemplated thereby Transactions (i) will not (A) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any contract, lease or other agreement Contract to which such Person Purchaser is party or by which such Person Purchaser is bound or to which any of its assets is subject, 29 24 or (B) result in the creation or imposition of any Lien upon any of the assets of such PersonPurchaser, except for any such violations, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Person Purchaser to timely perform its obligations under this Agreement; and (ii) if it is a legal entity, will not conflict with or violate any provision of the certificate of incorporation or bylaws or other organizational governing documents of such PersonPurchaser.

No Violation; Consents. (a) Subject to The execution and delivery of this Agreement and the governmental filings and other matters referred to in Section 4.03(b), the execution, delivery and performance by such Person of each of the Transaction Documents to which it is a party and the consummation by such Person of the transactions contemplated thereby do not and will not contravene any Applicable Law, except for any such contravention that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Person to timely perform its obligations under the Transaction Documents. The execution, delivery and performance by such Person of each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby in compliance with the terms hereof and thereof will not: (i) will not assuming HSR Approval has been obtained, violate any Governmental Rule applicable to Seller or the Transferred Assets; (A) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any contract, lease or other agreement to which such Person is party or by which such Person is bound or to which any of its assets is subject, or (Bii) result in the creation or imposition of any Lien upon Encumbrance upon, any Transferred Asset; (iii) require any approval, authorization, consent, license, exemption, filing or registration with any Person; (iv) conflict with or violate any provisions of the assets charter, bylaws or other organizational documents of such PersonSeller; (v) result in the breach of, or a default under any Contract to which Seller is a party, or (vi) result in the breach of, or a default under any order, writ, injunction, judgment or decree to which Seller is bound or subject, except in the case of clause (v) for any such violationsbreaches or defaults, breaches, defaults or Liens that which would notnot have, individually or in the aggregate, reasonably be expected to have a material adverse effect on Material Adverse Effect or which would not materially delay or impair the ability of such Person Seller to timely consummate the transactions contemplated by this Agreement or the other Transaction Documents by the Outside Date or to perform its their obligations under this Agreement; and (ii) if it is a legal entity, will not conflict with hereunder or violate any provision of the certificate of incorporation or bylaws or other organizational documents of such Personthereunder.

No Violation; Consents. (a) Subject to the governmental filings and other matters referred to in Section 4.03(b4.04(b), the execution, delivery and performance by such Person the Purchaser of each of the this Agreement and the Purchaser Transaction Documents to which it is a party and the consummation by such Person the Purchaser of the transactions contemplated thereby Transactions do not and will not contravene any Applicable Law, except for any such contravention that would not, individually or in the aggregate, not have and would not reasonably be expected to have a material adverse effect on the ability of such Person the Purchaser to timely perform its obligations under this Agreement and the Purchaser Transaction Documents. The execution, delivery and performance by such Person the Purchaser of each of this Agreement and the Purchaser Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby Transactions (i) will not (A) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any contract, lease or other agreement Contract to which such Person the Purchaser is party or by which such Person the Purchaser is bound or to which any of its assets is subject, subject or (B) result in the creation or imposition of any Lien upon any of the assets of such Personthe Purchaser, except for any such violations, breaches, defaults or Liens that would not, individually not have or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of such Person the Purchaser to timely perform its obligations under this Agreement; Agreement and (ii) if it is a legal entity, will not conflict with or violate any provision of the certificate of incorporation formation or bylaws operating agreement (or similar agreement) or other organizational governing documents of such Personthe Purchaser.

No Violation; Consents. (a) Subject to the governmental filings and other matters referred to in Section 4.03(b3.04(b), the execution, delivery and performance by such Person the Seller of this Agreement and each of the Distribution Agreements, the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a party Distribution Agreements and the consummation by such Person of the transactions contemplated thereby Transactions do not and will not contravene any Applicable Law, except for any such contravention that would not, individually not have or in the aggregate, would not reasonably be expected to have a material adverse effect Material Adverse Effect. Except as set forth on SCHEDULE 3.04, the ability of such Person to timely perform its obligations under the Transaction Documents. The execution, delivery and performance by such Person the Seller of this Agreement and each of the Distribution Agreements, the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a party Distribution Agreements and the consummation of the transactions contemplated thereby Transactions (i) will not (A) violate, result in a breach of or of, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under under, or require the prior consent of any contractthird party to, lease or other agreement any Contract to which such Person the Company or any other member of the Company Group is a party or by which such Person the Company or any other member of the Company Group is bound or to which any of its the assets is subject, of the Business will be subject immediately following the Closing or (B) result in the creation or imposition of any Lien upon upon, or any right of first refusal, first offer or option to purchase any of the assets of such Personthe Business, except except, in each case, for any such violations, breaches, defaults or Liens that would not, individually not have or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of such Person to timely perform its obligations under this Agreement; Material Adverse Effect and (ii) if it is a legal entity, will not conflict with or violate any provision of the certificate of incorporation or bylaws or other organizational documents of such Personthe Company or any other member of the Company Group.

No Violation; Consents. (a) Subject to the governmental filings and other matters referred to in Section 4.03(b), the The execution, delivery ---------------------- and performance by such Person the Company and the Subsidiaries of each of the Transaction Basic Documents to which it is a party and the consummation by such Person of the transactions contemplated thereby Transactions do not and will not contravene any Applicable Law, except for any such contravention of an Exchange Requirement that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect Material Adverse Effect. Except as set forth on Schedule 3.4(a), the ability of such Person to timely perform its obligations under the Transaction Documents. The execution, delivery and performance by such Person the Company and the Subsidiaries of each of the Transaction Basic Documents to which it is a party and the consummation of the transactions contemplated thereby Transactions (i) will not (A) violate, result in a breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any contract, lease or other agreement Contract to which such Person the Company or any Subsidiary is a party or by which such Person the Company or any Subsidiary is bound or to which any of its their respective assets is subject, or (B) ), except pursuant to the Financing Documents, result in the creation or imposition of any Lien upon any of the assets of such Personthe Company or any Subsidiary, except for any such violations, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Person to timely perform its obligations under this Agreement; Material Adverse Effect, and (ii) if it is a legal entity, will not conflict with or violate any provision of the certificate of incorporation or bylaws or other organizational governing documents of such Personthe Company or any Subsidiary.