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

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party, by Gamma and the consummation by Gamma of the Acquiror Transactions, do not and will not (i) conflict with or violate the Organizational Documents of Gamma, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable Gamma or by which any of its properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract to which Gamma is a party or by which Gamma or any of its respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party, party by Gamma each of Parent and Merger Sub and the consummation by Gamma each of Parent and Merger Sub of the Acquiror Transactions, do not and will not (i) conflict with or violate the Organizational Documents of GammaParent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vvi) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable Gamma to Parent or Merger Sub or by which any of its their respective properties are bound or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract to which Gamma Parent or Merger Sub is a party or by which Gamma Parent or Merger Sub or any of its their respective properties are bound, or (iv) conflict with any Debt Financing Condition, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and by the Ancillary Agreements to which it is a partyParent Entities, by Gamma and the consummation by Gamma the Parent Entities of the Acquiror Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents organizational or governing documents of Gammaany Parent Entity, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable Gamma to Parent or Merger Sub or by which any of its their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract Contract to which Gamma Parent or Merger Sub is a party or by which Gamma Parent or Merger Sub or any of its their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have an Acquiror a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party, party by Gamma Parent and the consummation by Gamma Parent of the Acquiror Transactions, do not and will not (i) conflict with or violate the Organizational Documents of GammaParent, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable Gamma to Parent or by which any of its properties are bound or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract Contract to which Gamma Parent is a party or by which Gamma Parent or any of its respective properties are bound, or (iv) conflict with any condition to the Financing, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have an Acquiror a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Parent and the Ancillary Agreements to which it is a partyMerger Sub, by Gamma and the consummation by Gamma Parent and Merger Sub of the Acquiror Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents articles of Gammaorganization or bylaws or the equivalent organizational documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable Gamma to Parent or Merger Sub or by which any of its their respective assets, rights or properties are bound or subject or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien an obligation under, or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract Contract to which Gamma Parent or Merger Sub is a party or by which Gamma Parent or Merger Sub or any of its their respective assets, rights or properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would notthat, individually or in the aggregate, would not reasonably be expected to have an Acquiror a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Parent and the Ancillary Agreements to which it is a partyMerger Sub do not, by Gamma and the consummation by Gamma Parent and Merger Sub of the Acquiror TransactionsMerger and the other transactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents certificate of Gammaincorporation or bylaws of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viv) of subsection (b) below have been obtained and all notices and filings described in such clauses have been made, conflict with or violate any Law or any settlement, injunction or award of any Governmental Entity, in each case applicable Gamma to Parent or by which any of its properties are bound Merger Sub, or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit ) under, result in the creation a right of payment or imposition loss of any Lien or benefit under, give rise to any right of termination, cancellation, amendment cancellation or acceleration of, or result in the creation of any material contract to which Gamma is a party or by which Gamma or Lien upon any of its respective the material properties are bound, except, or assets of Parent or Merger Sub (including the Acquired Companies following the Effective Time) except in the case of clauses (ii) and (iii)) above, for any such conflict, breach, violation, default, loss, right or other occurrence that as would not, individually or in the aggregate, not reasonably be expected to have an Acquiror Material Adverse Effectprevent, materially delay, or impair the consummation of the Merger or the other transactions contemplated by this Agreement.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Parent and the Ancillary Agreements to which it is a partyMerger Sub, by Gamma and the consummation by Gamma Parent and Merger Sub of the Acquiror Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents certificate of Gammaincorporation or bylaws of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable Gamma to Parent or Merger Sub or by which any of its their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract Contract to which Gamma Parent or Merger Sub is a party or by which Gamma Parent or Merger Sub or any of its their respective properties are bound, except, in the case of clauses (ii) and clause (iii), for any such conflict, violation, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have an Acquiror a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and by the Ancillary Agreements to which it is a partyParent Entities, by Gamma and the consummation by Gamma the Parent Entities of the Acquiror Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents organizational or governing documents of Gammaany Parent Entity, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vvi) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable Gamma to Parent or any of its Subsidiaries or by which any of its their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract Parent Material Contract to which Gamma Parent or any of its Subsidiaries is a party or by which Gamma Parent or any of its Subsidiaries or any of their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have an Acquiror a Material Adverse EffectEffect on the Parent Entities.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Parent and the Ancillary Agreements to which it is a partyMerger Sub, by Gamma and the consummation by Gamma Parent and Merger Sub of the Acquiror Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents articles of Gammaorganization or bylaws or the equivalent organizational documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable Gamma to Parent or Merger Sub or by which any of its their respective assets, rights or properties are bound or subject or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien an obligation under, or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract Contract to which Gamma Parent or Merger Sub is a party or by which Gamma Parent or Merger Sub or any of its their respective assets, rights or properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right right, imposition or other occurrence that would notthat, individually or in the aggregate, has not had, and would not reasonably be expected to have an Acquiror have, a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Parent and the Ancillary Agreements to which it is a partyMerger Sub, by Gamma and the consummation by Gamma Parent and Merger Sub of the Acquiror Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents memorandum and articles of Gammaassociation of Parent or the articles of incorporation or bylaws of Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable Gamma to Parent or Merger Sub or by which any of its their respective properties are bound bound, or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract Contract to which Gamma Parent or Merger Sub is a party or by which Gamma Parent or Merger Sub or any of its their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have an Acquiror a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Parent and the Ancillary Agreements to which it is a partyMerger Sub, by Gamma and the consummation by Gamma Parent and Merger Sub of the Acquiror TransactionsOffer, the Merger, the Top-Up Option and the other transactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents articles of Gammaincorporation or bylaws (or comparable organizational documents) of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable Gamma to Parent or Merger Sub or by which any of its their respective properties are bound bound, or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract Contract to which Gamma Parent or Merger Sub is a party or by which Gamma Parent or Merger Sub or any of its their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have an Acquiror a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Parent and the Ancillary Agreements to which it is a partyMerger Sub, by Gamma and the consummation by Gamma Parent and Merger Sub of the Acquiror Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents certificate of Gammaincorporation or bylaws of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vvi) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable Gamma to Parent or Merger Sub or by which any of its their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract Contract to which Gamma Parent or Merger Sub is a party or by which Gamma Parent or Merger Sub or any of its their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, have or reasonably be expected to have an Acquiror a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Parent and the Ancillary Agreements to which it is a partyMerger Sub, by Gamma and the consummation by Gamma Parent and Merger Sub of the Acquiror Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents certificate of Gammaincorporation or bylaws (or comparable charter documents) of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable Gamma to Parent or Merger Sub or by which any of its their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract Contract to which Gamma Parent or Merger Sub is a party or by which Gamma Parent or Merger Sub or any of its their respective properties are bound, except, in the case of clauses (ii) and (iii)) of this paragraph, for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have an Acquiror a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Parent and the Ancillary Agreements to which it is a partyMerger Sub, by Gamma and the consummation by Gamma Parent and Merger Sub of the Acquiror Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents certificate of Gammaincorporation or bylaws or equivalent governing documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable Gamma to Parent or Merger Sub or by which any of its their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with or without notice or the lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract Contract to which Gamma Parent or Merger Sub is a party or by which Gamma Parent or Merger Sub or any of its their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have an Acquiror a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Parent and the Ancillary Agreements to which it is a partyMerger Sub, by Gamma and the consummation by Gamma Parent and Merger Sub of the Acquiror Transactionstransactions contemplated hereby, and the approval by Holdings of the execution, delivery and performance of this Agreement by Merger Sub and of the consummation by Merger Sub of the transactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents certificate of Gammaincorporation or bylaws or similar governing instruments of Parent, Holdings or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable Gamma to Parent, Holdings or Merger Sub or by which any of its their respective properties or assets are bound bound, or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract Contract to which Gamma Parent, Holdings or Merger Sub is a party or by which Gamma Parent, Holdings or Merger Sub or any of its their respective properties or assets are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have an Acquiror a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Parent and the Ancillary Agreements to which it is a partyMerger Sub, by Gamma and the consummation by Gamma Parent and Merger Sub of the Acquiror Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents certificate of Gammaincorporation or bylaws of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable Gamma to Parent or Merger Sub or by which any of its their respective properties are bound or (iii) except as set forth on Section 5.4 of the Parent Disclosure Letter, result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), impair Parent’s or any Subsidiary’s rights or alter the rights or obligations of any third party under, or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, or result in the creation of a Lien on any material contract of the properties or assets of Parent or any of its Subsidiaries under, any Contract to which Gamma Parent or Merger Sub is a party or by which Gamma Parent or Merger Sub or any of its their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have an Acquiror a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Parent and the Ancillary Agreements to which it is a partyMerger Sub, by Gamma and the consummation by Gamma Parent and Merger Sub of the Acquiror Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents certificate of Gammaincorporation or bylaws of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viii) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law or any settlement, injunction or award of any Governmental Entity, in each case applicable Gamma to Parent or Merger Sub or by which any of its their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the a right of guaranteed payment or loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract Contract to which Gamma Parent or Merger Sub is a party or by which Gamma Parent or Merger Sub or any of its their respective properties are bound, or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub (including the Acquired Companies following the Effective Time) except, in the case of clauses (ii), (iii) and (iii)iv) of this paragraph, for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, has not had, and would not reasonably be expected to have an Acquiror have, a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and by the Ancillary Agreements to which it is a partyMerger Sub, by Gamma and the consummation by Gamma the Merger Sub of the Acquiror Transactionstransactions contemplated hereby, do not and will not, except, in the case of clauses (ii) through (iv), as would not reasonably be expected to have a Material Adverse Effect, (i) conflict with or violate the Organizational Documents of GammaCompany Constituent Documents, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law or any settlement, injunction or award of any Governmental Authority, in each case that is applicable Gamma or by which any of its properties are bound or to the Merger Sub, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the a right of guaranteed payment or loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract Contract to which Gamma the Merger Sub is a party or by which Gamma the Merger Sub is bound, or (iv) result in the creation of any Lien upon any of its respective properties are bound, except, in the case assets of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse EffectMerger Sub.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Parent and the Ancillary Agreements to which it is a partyMerger Sub, by Gamma and the consummation by Gamma Parent and Merger Sub of the Acquiror Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents certificate of Gammaincorporation or bylaws of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable Gamma to Parent or Merger Sub or by which any of its their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract Contract to which Gamma Parent or Merger Sub is a party or by which Gamma Parent or Merger Sub or any of its their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have an Acquiror a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Parent and the Ancillary Agreements to which it is a partyMerger Sub do not, by Gamma and the consummation by Gamma Parent and Merger Sub of the Acquiror Transactionstransactions contemplated hereby will not, and the approval by Parent of the execution, delivery and performance of this Agreement by Merger Sub and of the consummation by Merger Sub of the transactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents limited liability company operating agreement, articles of Gammaincorporation, bylaws or similar governing instruments of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable Gamma to Parent or Merger Sub or by which any of its their respective properties or assets are bound bound, or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract Contract to which Gamma Parent or Merger Sub is a party or by which Gamma Parent or Merger Sub or any of its their respective properties or assets are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have an Acquiror a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Parent and the Ancillary Agreements to which it is a partyMerger Sub, by Gamma and the consummation by Gamma Parent and Merger Sub of the Acquiror Transactionstransactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents articles of Gammaassociation of Parent or the certificate of incorporation or bylaws of Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable Gamma to Parent or Merger Sub or by which any of its their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract Contract to which Gamma Parent or Merger Sub is a party or by which Gamma Parent or Merger Sub or any of its their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have an Acquiror a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and by the Ancillary Agreements to which it is a partyParent Entities, by Gamma and the consummation by Gamma the Parent Entities of the Acquiror TransactionsTransactions to which they are a party, do not and will not (i) conflict with or violate the Organizational Documents of Gammaany Parent Entity, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through and (vii) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable Gamma to the Parent Entities or by which any of its their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract Contract to which Gamma the one of the Parent Entities is a party or by which Gamma the Parent Entities or any of its their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, be reasonably be expected likely to have an Acquiror a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Parent and the Ancillary Agreements to which it is a partyMerger Sub do not, by Gamma and the consummation by Gamma Parent and Merger Sub of the Acquiror TransactionsMerger and the other transactions contemplated hereby, do not and will not (i) conflict with or violate the Organizational Documents certificate of Gammaincorporation or bylaws of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viv) of subsection (b) below have been obtained and all notices and filings described in such clauses have been made, conflict with or violate any Law or any settlement, injunction or award of any Governmental Entity, in each case applicable Gamma to Parent or by which any of its properties are bound Merger Sub, or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit ) under, result in the creation a right of payment or imposition loss of any Lien or benefit under, give rise to any right of termination, cancellation, amendment cancellation or acceleration of, or result in the creation of any material contract to which Gamma is a party or by which Gamma or Lien upon any of its respective the material properties are bound, except, or assets of Parent or Merger Sub (including the Acquired Companies following the Effective Time) except in the case of clauses (ii) and (iii)) above, for any such conflict, breach, violation, default, loss, right or other occurrence that as would not, individually or in the aggregate, not reasonably be expected to have an Acquiror Material Adverse Effectprevent, materially delay, or impair the consummation of the Merger or the Charter Amendment or the other transactions contemplated by this Agreement.