Common use of Noncontravention Clause in Contracts

Noncontravention. The execution, delivery and performance of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, do not and will not (a) violate any Requirements of Law applicable to the Purchaser, or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his properties.

Noncontravention. The execution, delivery and performance of this Agreement by the Purchaser such Seller and the consummation of the transactions contemplated thereby, do not and will not (a) violate any Requirements of Law applicable to the Purchasersuch Seller, or (b) result in a material breach or default under any of the Contractual Obligations of the Purchasersuch Seller, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser such Seller or his properties.

Noncontravention. The execution, execution and delivery and performance of this Agreement by the Purchaser Agreement, and the consummation of the transactions contemplated thereby, do not and hereby will not Conflict with (ai) violate any Requirements of Law applicable to the Purchaser, or (b) result in a material breach or default under any provision of the Contractual Obligations charter documents or bylaws of the PurchaserBuyer, (ii) any contract to which Buyer is a party or under by which its assets are bound; and (iii) any order, writ, judgment, injunctionorder, decree, determination statute, law, ordinance, rule or award of any Governmental Authority, in each case regulation applicable to the Purchaser or his propertiesBuyer.

Noncontravention. The Neither the execution, delivery and performance of this Agreement by the Purchaser and Agreement, nor the consummation of the transactions contemplated therebyhereby nor any compliance by the Buyer of any provisions hereof will (i) conflict with, do not and will not or result in any violations of, any term, condition or provision of the Buyer’s organizational documents, (aii) violate any Requirements law, statute, rule or regulation or order, writ, injunction or decree of Law any governmental entity applicable to the Purchaser, Buyer or any of its properties or (biii) result in a material breach Lien on or default under against any assets, rights or properties of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his propertiesBuyer.

Noncontravention. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by Purchaser of the transactions contemplated thereby, do not and hereby will not (a) conflict with or violate any Requirements of Law applicable to the Purchaser, or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his propertieslaws.

Noncontravention. The execution, delivery and performance by the Buyer of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, hereby do not and will not (ai) violate any Requirements the organizational documents of Law applicable to the Purchaser, Buyer or (bii) result assuming compliance with the matters referred to in Section 4.03, violate any applicable law, rule, regulation or Order, except for any such violations which have not had, individually or in the aggregate, a material breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his propertiesBuyer Material Adverse Effect.

Noncontravention. The execution, execution and delivery and performance of this Agreement and the performance by the Purchaser and the consummation of the transactions contemplated thereby, its obligations hereunder do not and will not (a) violate contravene, or constitute a default under, any Requirements provisions of Law applicable to law or regulation, the Purchaser's organizational documents, partnership agreement or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writagreement, judgment, injunction, decreeorder, determination decree or award of any Governmental Authority, in each case applicable to other instrument binding upon the Purchaser or his propertiesresult in the creation of any lien or other encumbrance on any asset of the Purchaser.

Noncontravention. The execution, delivery and performance of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, do Buyer does not and will not (ai) violate any Requirements provision of Law applicable to the Purchaser, governing documents of Buyer or (bii) result assuming compliance with the matters referred to in a material breach or default under Section 4.03, violate any of the Contractual Obligations of the Purchaserapplicable law, or under any orderrule, writregulation, judgment, injunction, decreeorder or decree binding upon the Buyer, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his propertiesother than violations that would not have a Material Adverse Effect.

Noncontravention. The execution, delivery and performance of this Agreement by the Purchaser Recipient and the consummation of the transactions contemplated therebyhereby, do not and will not (a) violate any Requirements of Law applicable to the PurchaserRecipient, or (b) result in a material breach or default under any of the Contractual Obligations of the PurchaserRecipient, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser Recipient or his the Recipient’s properties.

Noncontravention. The execution, Neither the execution and the delivery and performance of this Agreement by the Purchaser and Purchaser, nor the consummation of the transactions contemplated therebyhereby by Purchaser will conflict with, do not and will not or result in any violation of, or default (awith or without notice or lapse of time, or both) violate under, or give rise to a right of termination, modification, revocation, cancellation or acceleration of any Requirements of Law applicable obligation or to the loss of a benefit under any provision of (i) any applicable Law, (ii) the Organizational Documents of Purchaser, or (biii) result in any material contract to which Purchaser is a material breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his propertiesparty.

Noncontravention. The execution, delivery and performance of this Agreement by the Purchaser Buyer does not, and the consummation of the transactions contemplated therebyby this Agreement will not, do not and will not (a) violate or conflict with the Certificate of Incorporation or Bylaws of Buyer, any Requirements of Applicable Law applicable or any contract or judgment to the Purchaser, which Buyer is a party or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his propertiesby which it is bound.

Noncontravention. The execution, Neither the execution and delivery and performance by Buyer of this Agreement by or of any of the Purchaser and aforementioned other agreements, nor the consummation of the transactions contemplated hereby or thereby, do not nor the compliance by Buyer with the provisions hereof and thereof, will not (anor with the giving of notice or the lapse of time or both, would) violate any Requirements of Law applicable to the Purchaser, conflict with or (b) result in a material breach or default under violation of any provision of the Contractual Obligations Certificate of the PurchaserIncorporation or By-laws of Buyer, or under any order, writ, judgment, injunction, decree, determination or award in the breach of any Governmental Authority, in each case applicable material agreement to the Purchaser which Buyer is a party or his propertiesotherwise bound.

Noncontravention. The (a) Neither the execution, delivery and performance of this Agreement by the Purchaser and Buyer, nor the consummation of the transactions contemplated therebyby this Agreement, do not and will not will, with or without the giving of notice or the lapse of time or both, (ai) violate any Requirements provision of the Organizational Documents of the Buyer, (ii) violate any Law or Order applicable to the Purchaser, or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his properties.Buyer or

Noncontravention. The execution, delivery and performance by Purchaser of this Agreement by the Purchaser Agreement, and the consummation of the transactions contemplated therebyhereby, do not and will not (a) violate any Requirements provision of Law applicable to the certificate of incorporation, bylaws or other organizational documents of Purchaser, or (b) assuming compliance with the matters set forth in Sections 3.4 and 4.5, violate or result in a material breach of or constitute a default under any of the Contractual Obligations of the Purchaser, Law or under any order, writ, judgment, injunction, decree, determination or award other restriction of any court or Governmental AuthorityAuthority to which Purchaser is subject, in each case applicable to the Purchaser or his propertiesincluding any Governmental Authorization.

Noncontravention. The execution, delivery and performance by Buyer of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, hereby do not and will not (ai) violate any Requirements the certificate of Law applicable to the Purchaser, incorporation or bylaws of Buyer or (bii) result assuming compliance with the matters referred to in a Section 5.03, violate any material breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his propertiesApplicable Law.

Noncontravention. The execution, delivery and performance by Buyer of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, hereby do not and will not (ai) violate the certificate of incorporation or bylaws of Buyer or (ii) violate any Requirements of Law applicable to the Purchaserlaw, or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaserrule, or under any order, writregulation, judgment, injunction, order or decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his properties.

Noncontravention. The execution, delivery and performance of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, do Buyer does not and will not (ai) violate the certificate of formation or limited liability company agreement of Buyer, or, (ii) assuming compliance with the matters referred to in Section 4.03, violate any Requirements of Law applicable to the Purchaserlaw, or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaserrule, or under any order, writregulation, judgment, injunction, order or decree, determination or award except for any such violations which would not have a material adverse effect on the ability of any Governmental Authority, in each case applicable Buyer to consummate the Purchaser or his propertiestransactions contemplated hereby.

Noncontravention. The execution, execution and delivery and performance of this Agreement by or the Purchaser agreements contemplated herein, and the consummation by Buyer of the transactions contemplated hereby or thereby, do not and will not not, with or without the giving of notice or the passage of time or both, (ai) violate conflict with the Articles of Organization or Bylaws of the Buyer, (ii) conflict with any Requirements of Law applicable agreement or instrument to the Purchaserwhich Buyer is a party or by which it may be bound, or (biii) result in a material breach or default under any of violate the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award provisions of any Governmental Authoritylaw, in each case rule or regulation applicable to the Purchaser or his propertiesBuyer.

Noncontravention. The execution, delivery and performance by Purchaser of this Agreement by and the Purchaser Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) violate any Requirements provision of Law applicable to the certificate of incorporation, bylaws or other organizational documents of Purchaser, or (b) assuming compliance with the matters set forth in Sections 3.4 and 4.5, violate or result in a material breach of or constitute a default under any of the Contractual Obligations of the Purchaser, Law or under any order, writ, judgment, injunction, decree, determination or award other restriction of any court or Governmental AuthorityAuthority to which Purchaser is subject, in each case applicable to the Purchaser or his propertiesincluding any Governmental Authorization.

Noncontravention. The execution, delivery and performance by such Purchaser of this Agreement by and the Purchaser other Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby, hereby and thereby do not and will not (a) violate the organizational documents of such Purchaser or any Requirements of Law applicable to the Purchasermaterial law, or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaserrule, or under any order, writregulation, judgment, injunction, order or decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his properties.

Noncontravention. The execution, delivery and performance of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, do not and hereby will not violate or conflict with, or constitute a breach or default (whether upon lapse of time and/or the occurrence of any act or event or otherwise) under (a) violate the charter documents of the Purchaser or (b) any Requirements of Law law, regulation, order, judgment, or decree applicable to the Purchaser, or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his properties.

Noncontravention. The execution, execution and delivery and performance of this Agreement by the Purchaser Buyer and the consummation by Buyer of the transactions contemplated thereby, do not and hereby will not (a) violate or conflict with any Requirements provision of Law applicable to the Purchaserarticles of organization or limited partnership agreement of Buyer, or (b) result in a material any breach or constitute any default under any of the Contractual Obligations of the Purchasercontract, indenture, mortgage, lease, note or under any order, writ, judgment, injunction, decree, determination other agreement or award of any Governmental Authority, in each case applicable instrument to the Purchaser which Buyer is subject or his propertiesis a party.

Noncontravention. The execution, execution and delivery and performance of this Agreement by the Purchaser Buyer and the consummation by Buyer of the transactions as contemplated thereby, on its part hereby do not and or will not (a) violate any Requirements or result, with the giving of Law applicable to notice or the Purchaserlapse of time or both, or (b) result in a material breach violation of any provision of (i) any existing law or default under any of the Contractual Obligations of the Purchaser, regulation or under any order, writ, judgment, injunction, decree, determination award or award of any Governmental Authority, in each case applicable to the Purchaser or his properties.decree of

Noncontravention. The execution, delivery and performance by such Purchaser of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, hereby do not and will not (ai) violate the partnership agreement of such Purchaser, (ii) violate any Requirements of Law applicable material indenture, agreement or mortgage to the Purchaserwhich such Purchaser is a party or by which such Purchaser is bound, or (biii) result in a violate any applicable material breach or default under any of the Contractual Obligations of the Purchaserlaw, or under any orderrule, writregulation, judgment, injunction, decree, determination order or award decree or require any material consent of any Governmental Authority, in each case applicable to the Purchaser or his propertiesother Person.

Noncontravention. The execution, delivery and performance by Buyer Group of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, hereby do not and will not (ai) violate the certificate of incorporation or memorandum and articles of association of each Buyer Group or (ii) violate any Requirements of Law applicable to the Purchaser, or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his propertiesApplicable Law.

Noncontravention. The execution, execution and delivery and performance by Buyer of this Agreement by the Purchaser and Agreement, the consummation by Buyer of the transactions contemplated therebyhereby, do not and the compliance by Buyer with the terms hereof, will not (a) conflict with, violate any Requirements of Law applicable to the Purchaser, or (b) result in a material the breach of or default under contravene any of the Contractual Obligations of the Purchaserterms conditions or provisions of, or under constitute a default under, Buyer’s articles of incorporation, bylaws, or in any ordermaterial respect, writany law, judgment, injunction, decreeregulation, determination or award of any Governmental Authoritycourt, in each case governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator applicable to the Purchaser Buyer or his its assets and properties.

Noncontravention. The execution, delivery and performance by Seller of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, hereby do not and will not (ai) violate any Requirements of Law applicable to the Purchasercontravene, conflict with or (b) result in a material violation or breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to provision of any Applicable Law or (ii) require the Purchaser consent or his propertieswaiver of any third party.

Noncontravention. The execution, delivery delivery, compliance with and performance of such Purchaser's obligations pursuant to this Agreement by the Purchaser and the consummation of the other agreements, documents and transactions contemplated thereby, hereby will not and do not violate or conflict with, with or without the passage of time and will not (a) violate any Requirements giving or notice, the organizational documents of Law applicable to the such Purchaser, or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his properties.

Noncontravention. The execution, Neither the execution and delivery and performance of this Agreement or any Ancillary Agreement by the Purchaser and Buyer, nor the consummation performance by the Buyer of its obligations hereunder or thereunder, will (A) violate the Organizational Documents of the transactions contemplated therebyBuyer, do not and will not or (aB) violate any Requirements of Law applicable to which the Purchaser, Buyer is subject or (b) result in a material breach or default under any of require the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award Consent of any Governmental AuthorityAuthority (other than any Consent that has already been obtained or otherwise satisfied), in each case applicable subject to compliance with the Purchaser or his propertiesSecurities Act and state securities Laws.

Noncontravention. The execution, delivery and performance by each of the Sellers of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, hereby do not and will not (ai) violate any Requirements of Law applicable to the Purchaser, organizational documents or (b) result in a material breach or default under any bylaws of the Contractual Obligations of Sellers (ii) assuming any filing required by the Purchaserantitrust and telecommunications authorities properly made, or under violate any ordermaterial applicable law, writrule, regulation, judgment, injunction, order or decree, determination or award (iii) result in the creation or imposition of any Governmental Authority, in each case applicable to Lien on the Purchaser or his propertiesShares.

Noncontravention. The execution, delivery and performance by Buyer of this Agreement by the Purchaser Agreement, and the consummation of the transactions contemplated therebyhereby and thereby by Buyer, do not and will not (a) violate any Requirements provision of Law applicable to the Purchasercertificate of formation or limited liability company agreement of Buyer, or (b) violate or result in a material breach of or constitute a default under any of the Contractual Obligations of the Purchasermaterial contract, or under any law, regulation, order, writ, judgment, injunction, decree, determination judgment or award of any Governmental Authority, in each case applicable decree to the Purchaser or his propertieswhich Buyer is subject.

Noncontravention. The execution, delivery and performance by Buyer of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, hereby do not and will not (ai) violate any Requirements the certificate of Law applicable to the Purchaser, incorporation or bylaws of Buyer or (bii) result assuming compliance with the matters referred to in a material breach or default under Section 4.03, violate any of the Contractual Obligations of the Purchaser, or under any order, writ, applicable judgment, injunction, decreeorder or decree or any law, determination rule or award regulation of the United States or any Governmental Authority, in each case applicable to the Purchaser or his propertiesState thereof.

Noncontravention. The execution, delivery and performance by Buyer of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, hereby do not and will not (ai) violate the certificate of incorporation or bylaws of Buyer or (ii) violate any Requirements of Law applicable to the Purchaser, or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his propertiesApplicable Law.

Noncontravention. The executionexecution and delivery of this Agreement and any related agreements by Purchaser does not, delivery and the performance of this Agreement and any related agreements by the Purchaser and the consummation of the transactions contemplated therebywill not, do not and will not (a) conflict with or violate any Requirements of Law applicable to the Purchaser’s Articles of Incorporation and bylaws, or (b) result in a material breach conflict with or default under violate any law, rule, regulation, order, judgment or decree applicable to Purchaser or by which any of the Contractual Obligations of the Purchaser, its properties is bound or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his propertiesaffected.

Noncontravention. The execution, delivery and performance by Buyer of this Agreement by and each of the Purchaser other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, (i) do not and will violate, conflict with or result in any breach or contravention of the certificate of incorporation or bylaws of Buyer, (ii) do not (a) violate violate, conflict with or result in any Requirements material breach or contravention of, or the creation of any material Lien under, any Contractual Obligation of Buyer or any Requirement of Law applicable to the PurchaserBuyer, and (iii) do not violate any material Orders against, or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaserbinding upon, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his propertiesBuyer.

Noncontravention. The execution, execution and the delivery and performance of this Agreement by the Purchaser Agreement, and the consummation of the transactions contemplated therebyhereby, do not and all consents and permits obtained in connection herewith and therewith, will not materially (ai) violate any Requirements organizational, governmental or contractual obligation of Law applicable to the PurchaserBuyer (ii) conflict with, or (b) result in a material breach or of, constitute a default under any agreement or other arrangement to which the Buyer is a party or by which it is bound or to which any of the Contractual Obligations of the Purchaser, its assets is subject or under any order, writ, judgment, injunction, decree, determination (iii) or award of any Governmental Authority, result in each case applicable Material Adverse Consequences with respect to the Purchaser or his propertiesBuyer .

Noncontravention. The Neither the execution, delivery and performance by the Buyer of this Agreement by the Purchaser and or any Ancillary Agreement to which it is a party nor the consummation of the transactions contemplated thereby, do not and will not Contemplated Transactions will: (a) violate any Requirements provision of Law any Legal Requirement applicable to the Purchaser, or Buyer; (b) result in a material breach or violation of, or default under, any contractual obligation of the Buyer; (c) require any action by or in respect of, any Person under any of the Contractual Obligations of the Purchasercontractual obligation; or (d) result in a breach or violation of, or under any orderdefault under, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his propertiesBuyer’s organizational documents.

Noncontravention. The execution, delivery and performance by Purchaser of this Agreement by the Purchaser and the consummation by it of the transactions contemplated thereby, hereby do not and will not (a) violate conflict with or result in a violation of any Requirements provision of Law applicable to the articles of organization or regulations of Purchaser, or (b) conflict with or result in a material breach or default under violation of any of the Contractual Obligations of the Purchaserprovision of, or under any orderconstitute (with or without the giving of notice or the passage of time or both) a default under, writ, judgment, injunction, decree, determination or award give rise (with or without the giving of any Governmental Authority, in each case applicable notice or the passage of time or both) to the Purchaser or his properties.any

Noncontravention. The execution, execution and the delivery and performance of this Agreement by the Purchaser Agreement, and the consummation of the transactions contemplated therebyhereby, do not and all consents and permits obtained in connection herewith and therewith, will not materially (ai) violate any Requirements organizational, governmental or contractual obligation of Law applicable the Buyer, (ii) conflict with, result in a breach of, constitute a default under any agreement or other arrangement to which the PurchaserBuyer is a party or by which it is bound or to which any of its assets is subject, or (biii) or result in a material breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable Material Adverse Consequences with respect to the Purchaser or his propertiesBuyer.

Noncontravention. The execution, Neither the execution and the delivery and performance of this Agreement by the Purchaser and Agreement, nor the consummation of the transactions contemplated therebyhereby, do not and will not (ai) violate any Requirements Governmental Order to which Purchaser is subject or any provision of Law applicable to the Purchaser, charter or bylaws of Purchaser or (bii) conflict with, result in a material breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or default cancel or require any notice under any of the Contractual Obligations of the Purchaser, Contract to which Purchaser is a party or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his propertiesby which it is bound.

Noncontravention. The execution, delivery and performance by the Purchaser of this Agreement by and the Purchaser other Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby, hereby and thereby do not and will not (ai) violate the organizational documents of the Purchaser; (ii) violate any Requirements of Law applicable to the Purchaserlaw, or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaserrule, or under any order, writregulation, judgment, injunction, order or decree, determination ; or award of (iii) require any Governmental Authority, in each case applicable to the Purchaser consent or his propertiesother action by any other Person.

Noncontravention. The execution, delivery and performance of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, do not and Transaction Documents by Buyer will not (a) violate any Requirements of Law applicable to the Purchaserand conflict with, or (b) result in a material the breach or default under of any of the Contractual Obligations of the Purchaserterms, conditions, or under any order, writ, judgment, injunction, decree, determination provisions of Buyer’s Certificate of Incorporation or award Bylaws or of any Governmental Authoritycontract, in each case applicable agreement, mortgage, or other instrument or obligation of any nature to the Purchaser which Buyer is a party or his propertiesby which Buyer is bound.

Noncontravention. The execution, Neither the execution and delivery and performance by Buyer of this Agreement by or the Purchaser and Ancillary Agreements, nor the consummation by Buyer of the transactions contemplated hereby or thereby, do not and will not (a) conflict with or violate any Requirements provision of Law applicable to the Purchaser, charter or bylaws of Buyer; (b) result in a require on the part of Buyer any material breach or default under any of the Contractual Obligations of the Purchaserfiling with, or under material permit, authorization, consent or approval of, any orderGovernmental Entity; or (c) violate any material Order, writ, judgment, injunction, decree, determination statute, rule or award of any Governmental Authority, in each case regulation applicable to the Purchaser Buyer or his propertiesany of its properties or assets.

Noncontravention. The execution, delivery and performance of this Agreement by the Purchaser and the consummation of the transactions contemplated therebyhereby, do not and will not (a) violate any Requirements of Law applicable to the Purchaser, or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his the Purchaser’s properties.

Noncontravention. The execution, delivery and performance by Buyer of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, Transactions to which it is a party do not and will not (a) violate the certificate of incorporation or bylaws of Buyer or violate any Requirements of Law applicable to the Purchasermaterial law, or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaserrule, or under any order, writregulation, judgment, injunction, order or decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his properties.

Noncontravention. The execution, delivery and performance by Buyer of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, hereby do not and will not (a) violate the certificate of incorporation or bylaws of Buyer, violate in any Requirements of Law material respects any applicable to the Purchaserlaw, or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaserrule, or under any order, writregulation, judgment, injunction, decreeorder or decree or require any consent, determination approval, authorization or award of other action by any Governmental Authority, in each case applicable to the Purchaser Person under any agreement or his propertiesother instrument binding upon Buyer.

Noncontravention. The execution, delivery and performance by Buyer of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, hereby do not and will not (ai) violate any Requirements of Law applicable to the Purchasercontravene, conflict with, or result in any violation or breach of any provision of the memorandum and articles of incorporation of Buyer, (bii) contravene, conflict with or result in a material violation or breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to provision of any Applicable Law or (iii) require the Purchaser consent or his propertieswaiver of any third party.

Noncontravention. The execution, Neither the execution and the delivery and performance of this Agreement by the Purchaser and Agreement, nor the consummation of the transactions contemplated therebyhereby, do not and will not will: (ai) violate any Requirements Governmental Order to which Purchaser is subject or any provision of Law applicable to the charter or bylaws of Purchaser, ; or (bii) conflict with, result in a material breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or default cancel or require any notice under any of the Contractual Obligations of the Purchaser, Contract to which Purchaser is a party or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his propertiesby which it is bound.

Noncontravention. The execution, delivery delivery, and performance by Buyer of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, do does not and will not (ai) violate Buyer’s organizational documents or any Requirements of Law law applicable to the PurchaserBuyer, or (bii) result in a material breach of or constitute (with notice or passage of time or both) a default under any contractual obligation of the Contractual Obligations of the Purchaser, Buyer or under (iii) require any order, writ, judgment, injunction, decree, determination or award approval of any Governmental Authority, in each case applicable to the Purchaser Person other than consents or his propertiesapprovals which have been obtained.

Noncontravention. The execution, delivery and performance by Buyer of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, hereby do not and will not (ai) violate any Requirements the Articles of Law applicable to the Purchaser, Association or Memorandum of Association of Buyer or (bii) result assuming compliance with the matters referred to in a Section 4.3, violate any applicable material breach or default under any of the Contractual Obligations of the Purchaserlaw, or under any orderrule, writregulation, judgment, injunction, decree, determination order or award of any Governmental Authority, in each case decree applicable to the Purchaser or his propertiesBuyer.

Noncontravention. The Neither the execution, delivery and or performance of this Agreement by the Purchaser and or any other Covered Agreement to which Buyer is a party, nor the consummation of the transactions contemplated therebyherein and therein, do not and by Buyer will not violate any: (a) violate any Requirements of Applicable Law applicable or Government Order to which Buyer is subject, except where such violation would not have a material adverse effect on Buyer’s ability to consummate the Purchaser, transactions contemplated in this Agreement and the other Covered Agreements; or (b) result in a material breach or default under any provision of the Contractual Obligations Charter Documents of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his propertiesBuyer. 5.5.

Noncontravention. The execution, delivery and performance by Buyer of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, hereby do not and will not (ai) violate the certificate of incorporation or bylaws of Buyer, (ii) violate in any Requirements of Law material respects any applicable to the Purchaserlaw, or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaserrule, or under any order, writregulation, judgment, injunction, order or decree, determination or award of (iii) require any Governmental Authorityconsent, in each case applicable to the Purchaser approval, authorization or his propertiesother action by any Person under any agreement or other instrument binding upon Buyer.

Noncontravention. The execution, delivery and performance by such Buyer of this Agreement by the Purchaser and the consummation by such Buyer of the transactions contemplated thereby, hereby do not and will not (ai) violate the organizational documents of such Buyer, (ii) violate any Requirements of Applicable Law applicable to the Purchaser, or (biii) result require any consent or other action by any Person in a material breach or default each such case under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable agreement to the Purchaser or his propertieswhich such Buyer is a party. Section 4.05.

Noncontravention. The execution, delivery and performance by Buyer and the Company of this Agreement by and the Purchaser Ancillary Agreements and the consummation of the transactions contemplated thereby, hereby and thereby do not and will not (ai) violate the certificate of incorporation or bylaws of the Company or Buyer or (ii) violate any Requirements of Law applicable to the Purchaser, or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his propertiesApplicable Law.

Noncontravention. The execution, delivery and performance by the Buyer of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, hereby do not and will not (a) violate in any Requirements of Law material respect any law applicable to the Purchaser, Buyer or (b) result in a material breach or default under any require of the Contractual Obligations of the PurchaserBuyer any filing with, consent, approval or authorization of, or under any ordermaterial notice to, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his propertiesgovernmental authority.

Noncontravention. The execution, delivery and performance by such Buyer of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, hereby do not and will not (ai) violate the certificate of incorporation or memorandum and articles of association of such Buyer or (ii) violate any Requirements of Law applicable to the Purchaser, or (b) result in a material breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his propertiesApplicable Law.

Noncontravention. The execution, delivery and performance by each of the Buyers of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, do not and will not (a) violate result in any Requirements violation of Law or be in conflict with its certificate of incorporation or by-laws or any agreement, instrument, judgment, decree, order, or subject to the provisions of Section 3.10, any statute, rule or governmental regulation applicable to the Purchaserit, or (b) result be in conflict with or constitute a material breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his propertiesforegoing.

Noncontravention. The execution, delivery and performance by Purchaser of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, hereby do not and will not (ai) violate any Requirements the Organizational Documents of Law applicable to the Purchaser, or (bii) result assuming compliance with the matters referred to in a material breach or default under Section 3.3, violate any of the Contractual Obligations of the PurchaserApplicable Law, or under any orderrule, writregulation, judgment, injunction, order or decree, determination or award (iii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any Governmental Authority, in each case applicable to the Purchaser right or his propertiesobligation of Purchaser.

Noncontravention. The execution, delivery and performance by Buyer of this Agreement by the Purchaser and the consummation of the transactions contemplated thereby, hereby do not and will not (ai) violate any Requirements of Law applicable to the Purchasercontravene, conflict with, or result in any violation or breach of any provision of the memorandum and articles of association of Buyer or (bii) contravene, conflict with or result in a material violation or breach or default under any of the Contractual Obligations of the Purchaser, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to the Purchaser or his propertiesprovision of any Applicable Law.