Common use of No Conflict; Consents Clause in Contracts

No Conflict; Consents. (a) The execution, delivery and performance of this Agreement by the Corp Sub does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not, (i) violate, conflict with, result in any breach of or require the consent of any Person under any of the terms, conditions or provisions of the Organizational Documents of Corp Sub; (ii) conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to Corp Sub or any property or asset of Corp Sub; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which Corp Sub is a party or by which it is bound or to which any of its property is subject, except in the case of clauses (ii) and (iii) for those items that, individually or in the aggregate, would not reasonably be expected to affect the ability of Corp Sub to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

No Conflict; Consents. (a) The Except for such filings as may be required under the HSR Act, this Agreement and the execution, delivery and performance of this Agreement hereof by the Corp Sub Buyer does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not, (i) violate, conflict withwith any of, result in any breach of of, or require the consent of any Person under any of under, the terms, conditions or provisions of the Organizational Documents charter documents or equivalent governing instruments of Corp SubBuyer; (ii) conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to Corp Sub Buyer or any property or asset of Corp Subits subsidiaries; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture Contract or other instrument to which Corp Sub any of Buyer or any of its subsidiaries is a party or by which it any of them is bound or to which any of its their property is subject, except in the case of clauses (ii) and clause (iii) ), for those items that, which individually or in the aggregate, aggregate would not reasonably be expected to affect the ability of Corp Sub to perform its obligations under this Agreement or to consummate the transactions contemplated herebyhave a Buyer Material Adverse Effect.

No Conflict; Consents. (a) The This Agreement and the execution, delivery and performance hereof by each of this Agreement by the Corp Sub WFSG Parties does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not, (i) violate, conflict withwith any of, result in any breach of of, or require the consent of any Person under any of under, the terms, conditions or provisions of the Organizational Documents charter documents or equivalent governing instruments of Corp Subeither of the WFSG Parties; (ii) conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to Corp Sub the WFSG Parties or any property or asset of Corp Subtheir subsidiaries; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture Contract or other instrument to which Corp Sub any of the WFSG Parties or any of their subsidiaries is a party or by which it any of them is bound or to which any of its their property is subject, except in the case of clauses (ii) and or (iii) ), for those items that, which individually or in the aggregate, aggregate would not reasonably be expected to affect the ability of Corp Sub to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.have a WFSG Material Adverse Effect; and

No Conflict; Consents. (a) The execution, delivery and performance of this Agreement by the Corp GP Merger Sub does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not, (i) violate, conflict with, result in any breach of or require the consent of any Person under any of the terms, conditions or provisions of the Organizational Documents of Corp GP Merger Sub; (ii) conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to Corp GP Merger Sub or any property or asset of Corp GP Merger Sub; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which Corp GP Merger Sub is a party or by which it is bound or to which any of its property is subject, except in the case of clauses (ii) and (iii) for those items that, individually or in the aggregate, would not reasonably be expected to affect the ability of Corp GP Merger Sub to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

No Conflict; Consents. (a) The executionExcept for filings under the HSR Act and as set forth on Section 5.04 of the Disclosure Schedule, the execution and delivery and performance by ILG of this Agreement by and the Corp Sub does notAncillary Agreements, and the fulfillment and compliance with the terms and conditions hereof and the consummation by ILG of the transactions contemplated hereby will notand thereby in accordance with, the terms hereof and thereof, do not (i) violate, conflict with, result in any breach of or require the consent of any Person under any of the terms, conditions or provisions of the Organizational Documents of Corp Sub; (ii) conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to Corp Sub or any property or asset of Corp Sub; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or after the giving of notice, lapse of time or both)) under, or accelerate or permit the acceleration give rise to a right of the performance required bytermination of, or require any consent, authorization cancellation or approval acceleration under, (A) any indentureILG Material Agreement, mortgage, agreement, contract, commitmentpermit, license, concession, permit, lease, joint venture or other instrument Encumbrance to which Corp Sub ILG or any of its Subsidiaries is a party or by which it is bound ILG’s or to which any of its property is subjectSubsidiaries’ assets are bound, except or (B) any provision of the Organizational Documents of ILG or any of its Subsidiaries; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency or arbitrator applicable to ILG or any of its Subsidiaries, and/or result in the creation of any Encumbrance upon any of the assets of ILG or any of its Subsidiaries other than Permitted Encumbrances or (iii) require from ILG or any of its Subsidiaries any notice to, declaration or filing with, or consent or approval of any Governmental Authority, except, in the case of clauses each of (i), and (ii) and (iii) for those items that), where such violation, conflict, default, termination or failure to provide notice or to obtain consent or approval, as applicable, would not be reasonably likely to be, individually or in the aggregate, would not reasonably be expected to affect the ability of Corp Sub to perform its obligations under this Agreement or to consummate the transactions contemplated herebymaterial.

No Conflict; Consents. (a) The execution, delivery and performance of this Agreement by the Corp Sub OMP and OMP Operating does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not, (i) violate, conflict with, result in any breach of or require the consent of any Person under any of the terms, conditions or provisions of the Organizational Documents of Corp SubOMP or OMP Operating; (ii) conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to Corp Sub OMP, OMP Operating or any property or asset of Corp SubOMP or OMP Operating; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which Corp Sub OMP or OMP Operating is a party or by which it is bound or to which any of its property is subject, except in the case of clauses (ii) and (iii) for those items that, individually or in the aggregate, would not reasonably be expected to affect the ability of Corp Sub any of OMP or OMP Operating to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

No Conflict; Consents. (a) The execution, delivery and performance of this Agreement by the Corp Sub such DevCo does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not, (i) violate, conflict with, result in any breach of or require the consent of any Person under any of the terms, conditions or provisions of the Organizational Documents of Corp Subsuch DevCo; (ii) conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to Corp Sub such DevCo or any of its property or asset of Corp Subassets; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which Corp Sub such DevCo is a party or by which it is bound or to which any of its property is subject, except in the case of clauses (ii) and (iii) for those items that, individually or in the aggregate, would not reasonably be expected to affect the ability of Corp Sub such DevCo to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

No Conflict; Consents. (a) The Except as set forth in Article 3 with respect to the prior approval and consent of the FCC, and except for consents contemplated by Section 6.16 with respect to the HSR Act, and except as listed on Schedule 4.3 of the Schedule Volume hereto, the execution, delivery and performance of this Agreement by the Corp Sub does not, and the fulfillment and compliance with the terms and conditions hereof Seller Documents and the consummation of the transactions contemplated hereby and thereby, will not, not (i) violate, conflict with, result in any breach of or require the consent of any Person under any of the terms, conditions or provisions of the Organizational Documents of Corp Sub; (ii) conflict with or violate any provision of any law the Certificate of Incorporation or administrative rule the Bylaws of Seller or regulation Parent, (ii) with or any judicialwithout the giving of notice or the passage of time, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to Corp Sub or any property or asset of Corp Sub; (iii) conflict withboth, result in a breach of, or violate, or be in conflict with, or constitute a default under (whether with notice or the lapse of time or both)under, or accelerate or permit the acceleration of the performance required bytermination of, or require any consentconsent or authorization under, authorization or approval cause or permit acceleration under, any indentureMaterial Contract, mortgageor result in the loss or adverse modification of any of the Authorizations or Intangibles, agreement(iii) require the consent of any party to any Material Contract, contract(iv) result in the creation or imposition of any Lien upon any of the Purchased Assets, commitment(v) violate any law, licenserule or regulation or any order, concessionjudgment, permitdecree or award of any court, lease, joint venture governmental authority or other instrument arbitrator to which Corp Sub is a party or by which it is bound Seller or to which Parent or any of its property the Purchased Assets is subjectsubject or bound; or (vi) require the consent, except approval or authorization of, or any declaration, filing or registration with, or notice to, any governmental or regulatory authority in connection with the case execution, delivery and performance of clauses (ii) and (iii) for those items that, individually or in the aggregate, would not reasonably be expected to affect the ability of Corp Sub to perform its obligations under this Agreement or to consummate the Seller Documents or the consummation of the transactions contemplated herebyhereby and thereby.

No Conflict; Consents. (a) The This Agreement and the execution, delivery and performance of this Agreement hereof by the Corp Sub Buyer Parties does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not, (i) violate, conflict withwith any of, result in any breach of of, or require the consent of any Person under any of under, the terms, conditions or provisions of the Organizational Documents charter documents or equivalent governing instruments of Corp Subany Buyer Party; (ii) conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to Corp Sub or any property or asset of Corp Subsuch Buyer Party; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which Corp Sub such Buyer Party is a party or by which it either of them is bound or to which any of its their property is subject, except in the case of clauses (ii) and or (iii) ), for those items that, which individually or in the aggregate, aggregate would not reasonably be expected to affect the ability of Corp Sub to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.have a Buyer Material Adverse Effect; and

No Conflict; Consents. (a) The This Agreement and the execution, delivery and performance of this Agreement hereof by the Corp Sub Buyer Parties does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not, (i) violate, conflict withwith any of, result in any breach of of, or require the consent of any Person under any of under, the terms, conditions or provisions of the Organizational Documents charter documents or equivalent governing instruments of Corp Subany Buyer Party; (ii) conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to Corp Sub or any property or asset of Corp Subthe Buyer Parties; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which Corp Sub any of the Buyer Parties is a party or by which it either of them is bound or to which any of its their property is subject, except in the case of clauses (ii) and or (iii) ), for those items that, which individually or in the aggregate, aggregate would not reasonably be expected to affect the ability of Corp Sub to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.have a Buyer Material Adverse Effect; and

No Conflict; Consents. (a) The This Agreement and the execution, delivery and performance of this Agreement hereof by the Corp Sub Buyer does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not, (i) violate, conflict withwith any of, result in any breach of of, or require the consent of any Person under any of under, the terms, conditions or provisions of the Organizational Documents charter documents or equivalent governing instruments of Corp Subthe Buyer; (ii) conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to Corp Sub or any property or asset of Corp Subthe Buyer; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which Corp Sub the Buyer is a party or by which it is bound or to which any of its property is subject, except in the case of clauses (ii) and or (iii) ), for those items that, which individually or in the aggregate, aggregate would not reasonably be expected to affect the ability of Corp Sub to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.have a Buyer Material Adverse Effect; and

No Conflict; Consents. (a) The Except as set forth on Schedule 5.3(a), this Agreement and the execution, delivery and performance of this Agreement hereof by the Corp Sub JVP and KEG does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not, (i) violate, conflict withwith any of, result in any breach of of, or require the consent of any Person under any of under, the terms, conditions or provisions of the Organizational Documents charter documents or equivalent governing instruments of Corp SubJVP or KEG; (ii) conflict with or violate any provision of any law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree applicable to Corp Sub JVP, KEG or any property or asset of Corp Subtheir respective subsidiaries; (iii) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture Contract or other instrument to which Corp Sub any of JVP, KEG or any of their respective subsidiaries is a party or by which it any of them is bound or to which any of its their property is subject, except in the case of clauses (ii) and clause (iii) ), for those items that, which individually or in the aggregate, aggregate would not reasonably be expected to affect have a KM Material Adverse Effect or (iv) result in any restriction or limitation on Newco’s ability to operate or conduct the ability of Corp Sub Eagle Ford Business after the Closing Dated based upon any Contract or other instrument referred to perform its obligations under this Agreement or in clause (iii) above (without regard to consummate the transactions contemplated hereby.exception thereto); and

No Conflict; Consents. (a) The execution, delivery and performance of this Agreement by the Corp Sub Development and Assignor does not, and the fulfillment and compliance with the terms and conditions hereof and the consummation of the transactions contemplated hereby will not, (i) violate, conflict with, result in any breach of of, or require the consent of any Person under under, any of the terms, conditions or provisions of the Organizational Documents certificate of Corp Subformation, limited partnership agreement, limited liability company agreement or other organizational documents of Development or Assignor; (ii) violate, conflict with, result in any breach of, or require the consent of any Person under, any of the terms, conditions or provisions of the certificate of formation, limited liability company agreement or other organizational documents of the Company; (iii) conflict with or violate any provision of any law Law or administrative rule or regulation or any judicial, administrative or arbitration order, award, judgment, writ, injunction or decree Governmental Order applicable to Corp Sub Development, Assignor or any property the Company; or asset of Corp Sub; (iiiiv) conflict with, result in a breach of, constitute a default under (whether with notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under, or result in the suspension, termination or cancellation of, or in a right of suspension, termination or cancellation of, any indenture, mortgage, agreement, contract, commitment, license, concession, permit, lease, joint venture or other instrument to which Corp Sub Development, Assignor or the Company is a party or by which it is bound or to which any of its property is subjectthem, except their respective properties or the Company Assets are bound; other than, in the case of each of clauses (iiiii) and (iiiiv) for those above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to affect have a material adverse effect on the ability of Corp Sub Assignor to perform its obligations under this Agreement or to consummate the transactions contemplated herebyby this Agreement.