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

No Violations; Consents and Approvals. (a) Neither the execution and delivery of this Agreement by Parent and Purchaser nor the consummation by Parent and Purchaser of the transactions contemplated hereby will (i) violate any provision of the respective certificate of incorporation or by-laws of Parent or Purchaser, (ii) result in a violation or 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 of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that all consents, authorizations and approvals contemplated by Section 5.3(b) have been obtained and all filings contemplated thereby have been made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets; except for such violations, breaches, defaults, terminations, amendments, cancellations or accelerations which would not materially impair or delay the consummation of the transactions contemplated by this Agreement.

No Violations; Consents and Approvals. (a) Neither the execution and delivery of this Agreement by Parent and Purchaser nor the consummation by Parent and Purchaser of the transactions contemplated hereby will (i) violate any provision of the respective certificate certificates of incorporation or by-laws of Parent or Purchaser, (ii) result in a violation or 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 of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that all consents, authorizations and approvals contemplated by Section 5.3(b) have been obtained and all filings contemplated thereby have been made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets; except for such violations, breaches, defaults, terminations, amendments, cancellations or accelerations which would not materially impair or delay the consummation of the transactions contemplated by this Agreement.

No Violations; Consents and Approvals. (a) Neither the execution and delivery of this Agreement by Parent and Purchaser NGC nor the consummation by Parent and Purchaser NGC of the transactions contemplated hereby will (i) violate any provision of the respective certificate certificates of incorporation or by-laws of Parent or PurchaserNGC or, as of the Closing, the Company, (ii) result in a violation or 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 of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which Parent NGC or, with respect to agreements entered into by or any on behalf of its Subsidiaries NGC ("New Agreements"), the Company is a party party, or by which any of them NGC or, pursuant to New Agreements, the Company or any of their respective assets may be are bound or (iii) assuming that all consents, authorizations and approvals contemplated by Section 5.3(b3.3(b) or Section 1.8 have been obtained and all filings contemplated thereby have been made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to ParentNGC, any of its Subsidiaries subsidiaries (excluding for purposes of this clause (iii) the Company and its subsidiaries) or any of their properties or assets; except for such violations, breaches, defaults, terminations, amendments, cancellations or accelerations which would not materially impair or delay the consummation of the transactions contemplated by this Agreement.

No Violations; Consents and Approvals. (a) Neither the execution and delivery of this Agreement by Parent and Purchaser Dow nor the consummation by Parent and Purchaser Dow of the transactions contemplated hereby will (i) violate any provision of the respective certificate Certificate of incorporation Incorporation or byBy-laws Laws of Parent or Purchaser, Dow; (ii) result in a violation or 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 amendment, cancellation, or acceleration) under, under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtednessindebt- edness, lease, license, lease, contract, agreement or other instrument or obligation to which Parent or any of its Subsidiaries Dow is a party or by which any of them or any of their its assets may be bound bound; or (iii) assuming that all consents, authorizations and approvals contemplated by Section 5.3(b4.3(b) below have been obtained and all filings contemplated thereby have been made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Dow or any of its Subsidiaries or any of their properties or assets; in each case, except for any such violations, breaches, defaults, terminations, amendments, cancellations or accelerations which would not materially impair individually or delay in the aggregate be reasonably expected to prevent the consummation by Dow of the transactions contemplated by this Agreement.

No Violations; Consents and Approvals. (ai) Neither the execution and execution, delivery or performance by the Company of this Agreement by Parent and Purchaser the Transaction Documents nor the consummation by Parent and Purchaser the Company of the transactions contemplated hereby thereby (A) will (i) violate any provision of the respective certificate of incorporation or by-laws of Parent or Purchaser, (ii) result in a violation or breach ofof the Company Charter or the Company Bylaws or (B) will result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under), or constitute a default (with or without due notice or lapse of time or both) a default (or give rise [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to any right of termination, cancellation or acceleration) the omitted portions. under, or result in the creation of any lien, mortgage, charge, encumbrance or security interest of any kind (a “Lien”) upon any of the properties or assets of the Company under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement agreement, obligation, instrument, offer, commitment, understanding or other instrument or obligation arrangement to which Parent or any of its Subsidiaries the Company is a party or by which any (each a “Contract”), except, in the case of them or any of their assets may be bound or clause (iii) assuming that all consentsB), authorizations and approvals contemplated by Section 5.3(b) have been obtained and all filings contemplated thereby have been made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets; except for such violations, breaches, defaults, terminationsrights of termination, amendmentsrevocations, cancellations or accelerations which or Liens that would not materially impair not, individually or delay in the consummation of the transactions contemplated by this Agreementaggregate, have a Material Adverse Effect.

No Violations; Consents and Approvals. (a) Neither the execution and delivery of this Agreement by Parent and Purchaser Dow nor the consummation by Parent and Purchaser Dow of the transactions contemplated hereby will (i) violate any provision of the respective certificate Certificate of incorporation Incorporation or byBy-laws Laws of Parent or Purchaser, Dow; (ii) result in a violation or 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 amendment, cancellation, or acceleration) under, under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, lease, contract, agreement or other instrument or obligation to which Parent or any of its Subsidiaries Dow is a party or by which any of them or any of their its assets may be bound bound; or (iii) assuming that all consents, authorizations and approvals contemplated by Section 5.3(b4.3(b) below have been obtained and all filings contemplated thereby have been made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Dow or any of its Subsidiaries or any of their properties or assets; in each case, except for any such violations, breaches, defaults, terminations, amendments, cancellations or accelerations which would not materially impair individually or delay in the aggregate be reasonably expected to prevent the consummation by Dow of the transactions contemplated by this Agreement.