Common use of Noncontravention; Consents Clause in Contracts

Noncontravention; Consents. Except as disclosed in Section 3.5 of the Seller Disclosure Schedule, the execution and delivery of the Transaction Agreements by each Seller Party that is or will be a party thereto, and the consummation of the transactions contemplated hereby and thereby, including the Pre-Sale Transactions, by such Seller Party, do not and will not (i) conflict with any of the provisions of the Organizational Documents of any of the Seller Parties, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time or both) under, give any contracting party the right to terminate, cancel or accelerate or receive any payment under, or result in the creation of any Lien (other than a Permitted Lien) on any property, asset or right of any of the Transferred Companies under, any Contract to which a Seller Party is a party or (iii) subject to the matters referred to in the next sentence, contravene any Applicable Law, which, in the case of clauses (ii) and (iii) above, has had or would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval or authorization of, or declaration or filing with, or notice to, any third-party or Governmental Entity is required by or with respect to any Seller Party in connection with the execution and delivery of the Transaction Agreements by the Seller Parties, or the consummation by the Seller Parties of the transactions contemplated hereby and thereby, except for (w) the filing required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (x) insurance law approvals, filings and notices set forth in Section 3.5 of the Seller Disclosure Schedule, (y) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 3.5 of the Seller Disclosure Schedule, and (z) such other consents, approvals, authorizations, declarations, filings or notices that if not obtained or made would not, individually or in the aggregate, reasonably be expected to be material to the Transferred Companies, taken as a whole.

Noncontravention; Consents. Except for such filings as may be required under the HSR Act or as disclosed in Section 3.5 4.3 of the Seller Buyer Disclosure Schedule, the execution and delivery of the Transaction Agreements by each Seller Buyer Party that is or will be a party thereto, thereto and the consummation and performance of the transactions contemplated hereby and thereby, including the Pre-Sale Transactions, thereby by such Seller Party, Buyer Party do not and will not (i) conflict with any of the provisions of the Organizational Documents of any of the Seller PartiesBuyer Party, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time or both) under, give any contracting party the rise to a right to terminate, cancel or accelerate or receive any payment of termination under, or result in the creation of any Lien (other than a Permitted Lien) on any property, asset or right of any Buyer Party or any of the Transferred Companies its Subsidiaries under, any Contract contract to which a Seller any Buyer Party or any of its Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene any Applicable Law, which, in the case of clauses (ii) and (iii) above, has had or would reasonably be expected, individually or in materially impair the aggregate, ability of Buyer to have a Material Adverse Effectconsummate and perform the transactions contemplated by the Transaction Agreements. No consent, approval or authorization of, or declaration or filing with, or notice to, any third-party or Governmental Entity is required by or with respect to any Seller Buyer Party in connection with the execution and delivery of the Transaction Agreements by the Seller Parties, Buyer Parties or the consummation and performance by the Seller Buyer Parties of any of the transactions contemplated hereby and thereby, except for (wi) the filing such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (x) insurance law approvals, filings and notices set forth in Section 3.5 of the Seller Disclosure Schedule, (yii) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 3.5 4.3 of the Seller Buyer Disclosure Schedule, Schedule and (ziii) such other consents, approvals, authorizations, declarations, filings or notices that which if not obtained or made would not, individually or in the aggregate, reasonably be expected materially impair the ability of Buyer to be material to consummate and perform the Transferred Companies, taken as a wholetransactions contemplated by the Transaction Agreements.

Noncontravention; Consents. Except as disclosed in Section 3.5 4.3 of the Seller Buyer Disclosure Schedule, the execution and delivery of the Transaction Agreements by each Seller Buyer Party that is or will be a party thereto, and the consummation of the transactions contemplated hereby and thereby, including the Pre-Sale Transactions, thereby by such Seller Party, Buyer Party do not and will not (i) conflict with any of the provisions of the Organizational Documents of any of the Seller PartiesBuyer Party, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time or both) under, give any contracting party the right to terminate, cancel or accelerate or receive any payment under, or result in the creation of any Lien (other than a Permitted Lien) on any property, asset or right of Buyer or any of the Transferred Companies its Subsidiaries under, any material Contract to which a Seller Party Buyer or any of its Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene any Applicable Law, which, in the case of clauses (ii) and (iii) above, has had or would reasonably be expected, individually or in the aggregate, to have a Buyer Material Adverse Effect. No consent, approval or authorization of, or declaration or filing with, 50 or notice to, any third-third party or Governmental Entity is required by or with respect to any Seller Buyer Party in connection with the execution and delivery of the Transaction Agreements by the Seller Parties, Buyer Parties or the consummation by the Seller Buyer Parties of any of the transactions contemplated hereby and thereby, except for (wx) the filing required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (xy) insurance law approvals, filings and notices set forth in Section 3.5 4.3 of the Seller Buyer Disclosure Schedule, (y) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 3.5 of the Seller Disclosure Schedule, Schedule and (z) such other consents, approvals, authorizations, declarations, filings or notices that which if not obtained or made would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected a Buyer Material Adverse Effect. To the Knowledge of Buyer, no fact or circumstance relating to Buyer or its Affiliates (including their plans for funding the purchase of the Shares or financing or operating the Company after the Closing) exists that would render Buyer or its Affiliates, as applicable, unable promptly to obtain any approval, authorization or consent of any Governmental Entity required to be material obtained to consummate the Transferred Companies, taken as a wholetransactions contemplated by the Transaction Agreements.

Noncontravention; Consents. Except as disclosed (a) Each of Upper Holdings’ and Buyer’s (or, in Section 3.5 the case of the Seller Disclosure ScheduleLocal Buyers, as of the Closing, each such Local Buyer’s) execution and delivery hereof and of the Transaction Ancillary Agreements by each Seller Party that is to which they are or will be a party theretodoes not, their respective performance of and compliance with their respective covenants and agreements hereunder and thereunder shall not, and the consummation of the transactions contemplated hereby and therebythereby shall not, including the Pre-Sale Transactions, by such Seller Party, do not and will not (i) conflict with any of the provisions of violate the Organizational Documents of Upper Holdings or Buyer (or any such Local Buyer, as of the Seller PartiesClosing), (ii) subject to making the matters referred Filings and obtaining the Consents contemplated by Section 3.3(b), violate any Law or Order applicable to in the next sentenceUpper Holdings, conflict withBuyer or their Subsidiaries or (iii) breach, result in the loss of any benefit under, be a breach of or default (or an event that, with or without notice or lapse of time time, or both, would be a default) under, result in the termination or cancellation of or give any contracting party rise to a right of termination or cancellation under, accelerate the right to terminate, cancel or accelerate or receive any payment underperformance required by, or result in the creation of any Lien (other than a Permitted Lien) on any property, asset or right of any of the Transferred Companies respective properties or assets of Upper Holdings or Buyer or their Subsidiaries under, any Contract to which a Seller Party Upper Holdings or Buyer or their Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene by which any Applicable Law, whichasset of Upper Holdings or Buyer or their Subsidiaries is bound or affected, in the each case of the foregoing clauses (ii) and (iii), as would not reasonably be expected to, individually or in the aggregate, (A) aboveresult in a Buyer Material Adverse Effect or (B) prevent, has had materially delay or materially impair Upper Holdings’ or Buyer’s or their applicable Affiliates’ ability to consummate the transactions contemplated hereby and thereby. (b) Upper Holdings’ and Buyer’s respective execution and delivery hereof and of the Ancillary Agreements to which they are a party does not (or, in the case of the Local Buyers, will not as of the Closing), their respective performance of and compliance with their respective covenants and agreements hereunder and thereunder shall not, and the consummation of the transactions contemplated hereby and thereby shall not, require Upper Holdings or Buyer or any of their Affiliates to make any Filing with or to, or to obtain any Consent of, any Governmental Authority, except for the following: (iii) the HSR Clearance and Filings in connection therewith; and (iv) any Filing or Consent the failure of which to make or receive would not reasonably be expected, individually or in the aggregate, to have a Buyer Material Adverse Effect. No consentEffect or to prevent, approval materially delay or authorization of, materially impede Upper Holdings’ or declaration Buyer’s or filing with, or notice to, any third-party or Governmental Entity is required by or with respect of their Affiliates’ ability to any Seller Party in connection with the execution and delivery of the Transaction Agreements by the Seller Parties, or the consummation by the Seller Parties of consummate the transactions contemplated hereby and thereby, except for (w) the filing required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (x) insurance law approvals, filings and notices set forth in hereby. Section 3.5 of the Seller Disclosure Schedule, (y) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 3.5 of the Seller Disclosure Schedule, and (z) such other consents, approvals, authorizations, declarations, filings or notices that if not obtained or made would not, individually or in the aggregate, reasonably be expected to be material to the Transferred Companies, taken as a whole.3.4

Noncontravention; Consents. Except as disclosed in Section 3.5 of the Seller Disclosure Schedule, the execution and delivery of the Transaction Agreements by each Seller Party Signatory that is or will be a party thereto, and the consummation of the transactions contemplated hereby and thereby, including the Pre-Sale Transactions, by such Seller PartySignatory, do not and will not (i) conflict with any of the provisions of the Organizational Documents of any of the Seller PartiesSignatories, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time or both) under, give any contracting party the rise to a right of termination, acceleration or cancellation or a right to terminate, cancel or accelerate or receive any payment under, or result in the creation of any Lien (other than a Permitted Lien) on any property, asset or right of any of the Transferred Companies under, any Contract to which a Seller Party Signatory is a party party, or (iii) subject to the matters referred to in the next sentence, contravene any Applicable LawLaw in any material respect, which, in the case of clauses clause (ii) and (iii) above, has had or would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No consent, approval or authorization of, or declaration or filing with, or notice to, any third-party or Governmental Entity is required by or with respect to any Seller Party Signatory in connection with the execution and delivery of the Transaction Agreements by the Seller PartiesSignatories, or the consummation by the Seller Parties Signatories of the transactions contemplated hereby and thereby, except for (w) the filing required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 1976 (the “HSR Act”), (x) insurance law approvals, filings and notices set forth in Section 3.5 of the Seller Disclosure Schedule, (y) such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 3.5 of the Seller Disclosure ScheduleSchedule (including any consents, approvals, authorizations, declaration, filings or notices required for purposes of permitting AIC to provide the transitional services and to perform its other obligations and duties under the Transition Services Agreement) or (z) such other consents, approvals, authorizations, declarations, filings or notices that if not obtained or made would not, individually or in the aggregate, reasonably be expected to be material to the Transferred Companies, taken as a whole.

Noncontravention; Consents. Except as disclosed in Section 3.5 4.3 of the Seller Buyer Disclosure Schedule, the execution and delivery of the Transaction Agreements by each Seller Buyer Party that is or will be a party thereto, thereto and the consummation of the transactions contemplated hereby and thereby, including the Pre-Sale Transactions, thereby by such Seller Party, Buyer Party do not and will not (i) conflict with any of the provisions of the Organizational Documents of any of the Seller PartiesBuyer Party, (ii) subject to the matters referred to in the next sentence, conflict with, result in a breach of or default (with or without notice or lapse of time or both) under, give any contracting party the right to terminate, cancel or accelerate or receive any payment undera payment, or result in the creation of any Lien (other than a Permitted Lien) on any property, right or asset of Buyer or right of any of the Transferred Companies its Subsidiaries under, any material Contract to which a Seller Party Buyer or any of its Subsidiaries is a party or (iii) subject to the matters referred to in the next sentence, contravene any Applicable Law, which, in the case of clauses (ii) and (iii) above, has had or would reasonably be expected, individually or in the aggregate, to have a Buyer Material Adverse Effect. No material consent, approval or authorization of, or declaration or filing with, or notice to, any third-third party or Governmental Entity is required by or with respect to any Seller Buyer Party in connection with the execution and delivery of the Transaction Agreements by the Seller Parties, Buyer Parties or the consummation by the Seller Buyer Parties of any of the transactions contemplated hereby and thereby, except for (w) the filing required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (x) the insurance law approvals, filings and or notices as are set forth in Section 3.5 4.3 of the Seller Buyer Disclosure Schedule, (y) the such other consents, approvals, authorizations, declarations, filings or notices as are set forth in Section 3.5 4.3 of the Seller Buyer Disclosure Schedule, Schedule and (z) such other consents, approvals, authorizations, declarations, filings or notices that if not obtained or made would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect. To the Knowledge of Buyer, no fact or circumstance relating to Buyer or its Affiliates exists that would render Buyer or its Affiliates, as applicable, unable promptly to obtain any approval, authorization or consent of any Governmental Entity required to be material obtained to consummate the Transferred Companies, taken as a wholetransactions contemplated by the Transaction Agreements.