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

No Violation; Consents and Approvals. The execution and delivery by Buyer of this Agreement and each Buyer Transaction Agreement does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not conflict with, or result in any violation of or default under, (a) any provision of the organizational documents of Buyer, (b) any judgment, order, injunction or decree, statute, law, ordinance, by-law, rule or regulation in any relevant jurisdiction applicable to Buyer, or the property or assets of Buyer or (c) any contracts to which Buyer is a party, or by which Buyer or its respective assets may be bound; provided, however, that no representation or warranty is made in the foregoing clauses (b) and (c) with respect to matters that, individually or in the aggregate, would not reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of the transactions contemplated under this Agreement. Except as set forth in Section 5.2 of the Disclosure Schedule, no material Governmental Approval is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of this Agreement and each Buyer Transaction Agreement, or the consummation by Buyer of the transactions contemplated hereby and thereby; provided, however, that no representation and warranty is made with respect to Governmental Approvals that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of the transactions contemplated under this Agreement.

No Violation; Consents and Approvals. The Except as set forth on SCHEDULE 2.8 hereto, the execution and delivery by Buyer each of the Companies and the Sellers of this Agreement Agreement, the Ancillary Documents to which each is a party and the fulfillment of and compliance with the respective terms hereof and thereof by each of the Companies and the Sellers do not and will not, (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default or event of default under (with due notice, lapse of time or both), (c) result in the creation of any Lien upon the capital stock or assets of either of the Companies pursuant to, (d) give any third party the right to accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action by or notice to any Authority or other third party (including, without limitation, any creditor, customer or supplier) pursuant to, the Charter Documents of either of the Companies or any Regulation, Order or Contract to which any of the Companies or Sellers is subject. Each of the Companies and each Buyer Transaction Agreement does notof the Sellers has complied with all applicable Regulations and Orders in connection with the execution, delivery and performance of this Agreement, the Ancillary Documents to which each is a party and the transactions contemplated hereby and thereby. None of the Companies or Sellers is required to submit any notice, report, or other filing with any governmental authority in connection with its execution or delivery of this Agreement, the Ancillary Documents to which it is a party or the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not conflict withthereby. No authorization, consent, approval, exemption or result in any violation of or default under, (a) any provision of the organizational documents of Buyer, (b) any judgment, order, injunction or decree, statute, law, ordinance, by-law, rule or regulation in any relevant jurisdiction applicable to Buyer, or the property or assets of Buyer or (c) any contracts to which Buyer is a party, or by which Buyer or its respective assets may be bound; provided, however, that no representation or warranty is made in the foregoing clauses (b) and (c) with respect to matters that, individually or in the aggregate, would not reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of the transactions contemplated under this Agreement. Except as set forth in Section 5.2 of the Disclosure Schedule, no material Governmental Approval notice is required to be obtained by any of the Companies or made by or with respect to Buyer or its Affiliates Sellers in connection with the execution execution, delivery, and delivery performance of this Agreement and each Buyer Transaction Agreement, or the consummation by Buyer of Ancillary Documents to which it is a party and the transactions contemplated hereby and thereby; provided, however, that no representation and warranty is made with respect to Governmental Approvals that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of the transactions contemplated under this Agreement.

No Violation; Consents and Approvals. The execution and delivery by Buyer of this Agreement and each Buyer Transaction Agreement does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not conflict with, or result in any violation of or default under, (ai) any provision of the organizational documents of Buyer, (b) any judgment, order, injunction or decree, statute, law, ordinance, by-law, rule or regulation in any relevant jurisdiction applicable to Buyer, or the property or assets of Buyer or (c) any contracts to which Buyer is a party, or by which Buyer or its respective assets may be bound; provided, however, that no representation or warranty is made in the foregoing clauses (b) and (c) with respect to matters that, individually or in the aggregate, would not reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of the transactions contemplated under this Agreement. Except as set forth in Section 5.2 Schedule 4.2(c)(i) of the disclosure schedule of Buyer attached hereto (the "Buyer Disclosure Schedule"), no material Governmental Approval is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with neither the execution and delivery of this Agreement and each Buyer Transaction Agreement, or nor the consummation performance by Buyer of its obligations hereunder will (A) conflict with or result in any breach of any provision of the transactions contemplated hereby certificate of formation or operating agreement (or other governing or organizational documents) of Buyer or (B) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under any of the terms, conditions or provisions of, any note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Buyer or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (C) assuming that the filings, registrations, notifications, authorizations, consents and thereby; provided, however, that no representation and warranty is made with respect approvals referred to Governmental Approvals that, if not in subsection (ii) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which Buyer or any of its Subsidiaries is subject, excluding from the foregoing clauses (B) and (C) such requirements, defaults, breaches, rights or violations (x) that would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair have a Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Buyer to effect, the consummation perform its obligations hereunder or (y) that became applicable as a result of the transactions contemplated under this Agreementbusiness or activities in which Tower or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts pertaining, to Tower or any of its affiliates.

No Violation; Consents and Approvals. The execution and delivery by Buyer of this Agreement and each Buyer Transaction the Transition Agreement does do not, and the consummation performance by Buyer of the transactions contemplated hereby its obligations hereunder and thereby thereunder and compliance with the terms hereof and thereof will not not, (a) conflict withwith the certificate of incorporation or by-laws of Buyer, or (b) subject to the receipt of the Consents and the making of the Filings referred to in this Section 4.2, result in any violation of or default under, (a) or give rise to a right of termination or cancellation, or result in the creation of any provision Lien upon any of the organizational documents of Buyer, (b) any judgment, order, injunction or decree, statute, law, ordinance, by-law, rule or regulation in any relevant jurisdiction applicable to Buyer, or the property properties or assets of Buyer under, (i) any Law applicable to Buyer or (cii) any contracts material note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which Buyer is a party, party or by which Buyer or its respective assets may be bound; provided, however, that no representation other than any such items as to which requisite waivers or warranty is made in the foregoing clauses (b) and (c) with respect to matters thatConsents have been obtained or which would not, individually or in the aggregate, would not reasonably be expected to prevent, materially delay, or materially impair the Buyer’s ability of Buyer to effect, the consummation of consummate the transactions contemplated under by this AgreementAgreement or the Ancillary Agreements. Except as set forth in Section 5.2 4.2 of the Disclosure ScheduleLetter, no material Consent of, or Filing with, any Governmental Approval Entity, or any third Person, is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of this Agreement and each Buyer Transaction Agreementor the Ancillary Agreements, or the consummation by Buyer of the transactions contemplated hereby and thereby, other than: (A) compliance with and Filings under the HSR Act; providedand (B) compliance with and Filings under the Exchange Act, however, that no representation and warranty is made with respect to Governmental Approvals that, if not obtained or made, except for any such Consents which would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of consummate the transactions contemplated under by this AgreementAgreement and the Ancillary Agreements.

No Violation; Consents and Approvals. The execution and delivery by Buyer each Target Company of this Agreement and each Buyer Transaction Agreement does do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not (a) conflict with, or result in any violation of or default under(or an event which, with notice or lapse of time or both, would constitute a default) under (i) the Fundamental Documents of the Target Companies or the Subsidiary, (aii) any provision of the organizational documents of Buyer, (b) any judgment, order, injunction or decree, statute, law, ordinance, by-law, rule or regulation in any relevant jurisdiction Order applicable to Buyer, the Target Companies or the Subsidiary or the property or assets of Buyer the Target Companies or the Subsidiary or (ciii) any contracts Law applicable to the Target Companies or the Subsidiary or the property or assets of the Target Companies or the Subsidiary or (b) give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties of the Target Companies or the Subsidiary under, any Material Contract to which Buyer any Target Company or the Subsidiary is a party, party or by which Buyer the Target Companies or its respective the Subsidiary or any assets of the Target Companies or the Subsidiary may be bound; provided, however, that no representation or warranty is made in the foregoing clauses (b) and (c) with respect to matters that, individually or in the aggregate, would not reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of the transactions contemplated under this Agreement. Except as set forth in Section 5.2 of the Disclosure Schedule, no material No Governmental Approval of any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates the Target Companies in connection with the execution and delivery of this Agreement and each Buyer Transaction Agreement, or the consummation by Buyer of the transactions contemplated hereby and thereby; provided, however, that no representation and warranty is made with respect to Governmental Approvals that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of the transactions contemplated hereby, except as may be necessary as a result of any facts or circumstances relating to Purchaser and its Affiliates, and no authorizations, consents, or approvals from any third parties are required, other than those set forth on Schedule 3.5 of the Disclosure Schedule and the consummation of the transactions contemplated hereby will not trigger any termination provisions under this Agreementany Material Contracts other than as set forth on Schedule 3.5.

No Violation; Consents and Approvals. The Except as set forth in Section 2.3 of the Disclosure Letter, the execution and delivery by Buyer Seller of this Agreement and each Buyer Transaction Agreement does the other Seller Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not (a) conflict with, or result in any violation of or default under(or an event which, with notice or lapse of time or both, would constitute a default) under (ai) any provision of the organizational documents of Buyer, Seller or (bii) any judgment, order, injunction Order or decree, statute, law, ordinance, by-law, rule or regulation in any relevant jurisdiction Applicable Law applicable to Buyer, Seller or the property or assets of Buyer Seller or (cb) conflict with, or result in any contracts violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, give rise to any right of termination, cancellation or acceleration under, result in the creation of any Lien upon any of the properties of Seller under, require notice to a third party under, require the payment of a penalty under or increased fees or result in the loss of a benefit under any Contract to which Buyer Seller is a party, party or by which Buyer Seller or its respective any assets of Seller may be bound; provided, however, that no representation or warranty is made in the foregoing clauses (a)(ii) or (b) and (c) with respect to matters thatthat would not, individually or in the aggregate, would not reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of the transactions contemplated under this Agreementhave a Material Adverse Effect. Except as set forth in Section 5.2 of the Disclosure Schedule, no material No Governmental Approval of any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates Seller in connection with the execution and delivery of this Agreement and each Buyer Transaction Agreement, or the consummation by Buyer of the transactions contemplated hereby hereby, except for such filings as may be required under the HSR Act and thereby; providedsuch authorizations, howeverapprovals, that no representation and warranty is made notices or filings with respect to any Governmental Approvals Authority that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of the transactions contemplated under this Agreementhave a Material Adverse Effect.

No Violation; Consents and Approvals. SECTION 3.04. [ BEI has no subsidiaries so unless we plan to establish an acquisition corporation which I don't believe we are all subsidiary references should be deleted] The execution and delivery by Buyer BEI of this Agreement and each Buyer the Transaction Agreement Documents does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not not, conflict with, with or result in any violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, (a) any provision the terms and conditions or provisions of the organizational documents certificate of Buyerincorporation or by-laws of BEI , (b) any judgment, order, injunction or decree, statute, law, ordinance, by-law, rule or regulation in any relevant jurisdiction Law applicable to Buyer, BEI or the property or assets of Buyer or BEI (c) give rise to any contracts right of termination, cancellation or acceleration under, or result in the creation of any Lien upon any of the properties of BEI under any Contract to which Buyer BEI is a party, party or by which Buyer BEI or its respective any assets of BEI may be bound; provided, howeverexcept, that no representation or warranty is made in the foregoing case of clauses (b) and (c) with respect ), for such conflicts, violations or defaults which are set forth in Section 3.04 of the BEI Disclosure Schedule and as to matters thatwhich requisite waivers or consents will have been obtained prior to the Closing or which, individually or in the aggregate, would not reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of the transactions contemplated under this Agreementhave a BEI Material Adverse Effect. Except as set forth in Section 5.2 of the Disclosure Schedule, no material No Governmental Approval is required to be obtained or made by or with respect to Buyer or its Affiliates BEI in connection with the execution and delivery of this Agreement and each Buyer Transaction Agreement, or the consummation by Buyer BEI of the transactions contemplated hereby and thereby; provided, however, that no representation and warranty is made with respect to Governmental Approvals that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of the transactions contemplated under this Agreementhereby.

No Violation; Consents and Approvals. The execution and delivery by Buyer of this Agreement and each Buyer Transaction the Transition Agreement does do not, and the consummation performance by Buyer of the transactions contemplated hereby its obligations hereunder and thereby thereunder and compliance with the terms hereof and thereof will not not, (a) conflict withwith the certificate of incorporation or by-laws of Buyer, or (b) subject to the receipt of the Consents and the making of the Filings referred to in this Section 4.2, result in any violation of or default under, (a) or give rise to a right of termination or cancellation, or result in the creation of any provision Lien upon any of the organizational documents of Buyer, (b) any judgment, order, injunction or decree, statute, law, ordinance, by-law, rule or regulation in any relevant jurisdiction applicable to Buyer, or the property properties or assets of Buyer under, (i) any Law applicable to Buyer or (cii) any contracts material note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which Buyer is a party, party or by which Buyer or its respective assets may be bound; provided, however, that no representation other than any such items as to which requisite waivers or warranty is made in the foregoing clauses (b) and (c) with respect to matters thatConsents have been obtained or which would not, individually or in the aggregate, would not reasonably be expected to prevent, materially delay, or materially impair the Buyer's ability of Buyer to effect, the consummation of consummate the transactions contemplated under by this AgreementAgreement or the Ancillary Agreements. Except as set forth in Section 5.2 4.2 of the Disclosure ScheduleLetter, no material Consent of, or Filing with, any Governmental Approval Entity, or any third Person, is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of this Agreement and each Buyer Transaction Agreementor the Ancillary Agreements, or the consummation by Buyer of the transactions contemplated hereby and thereby, other than: (A) compliance with and Filings under the HSR Act; providedand (B) compliance with and Filings under the Exchange Act, however, that no representation and warranty is made with respect to Governmental Approvals that, if not obtained or made, except for any such Consents which would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of consummate the transactions contemplated under by this AgreementAgreement and the Ancillary Agreements.

No Violation; Consents and Approvals. The execution and delivery by Buyer of this Agreement and each Buyer Transaction Agreement does not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not conflict with, or result in any violation of or default under, (a) any provision of the organizational documents of Buyer, (b) any judgment, order, injunction or decree, statute, law, ordinance, by-law, rule or regulation in any relevant jurisdiction applicable to Buyer, or the property or assets of Buyer or (c) any contracts to which Buyer is a party, or by which Buyer or its respective assets may be bound; provided, however, that no representation or warranty is made in the foregoing clauses (b) and (c) with respect to matters that, individually or in the aggregate, would not reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of the transactions contemplated under this Agreement. Except as set forth in Section 5.2 of the Disclosure Schedule, no material Governmental Approval is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with Neither the execution and delivery of this Agreement and each Buyer Transaction Agreementby Seller, or the consummation by Buyer of the transactions contemplated hereby and thereby; provided, however, that no representation and warranty is made with respect to Governmental Approvals that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, nor the consummation of the transactions contemplated hereby, do or would after the giving of notice or the lapse of time or both, (a) violate, conflict with, result in a breach of, or constitute a default under, the certificate of incorporation, certificate of formation, bylaws, limited liability corporation agreement or other similar governing documents of Seller, CMI or CEL; (b) violate or conflict with U.S. federal, state or local law or violate or conflict in any material respect with any foreign law, statute, regulation or court or administrative order or process; (c) result in the creation of, or give any party the right to create, any Lien upon the CMI Membership Interests or the CEL Shares or any material assets of CMI or CEL; (d) violate or conflict with in any material respect, or result in the loss of any material right with respect to or result in a material breach of, or constitute a material default under, or terminate or give any party the right to terminate, amend, abandon or refuse to perform any Material Contract to which CMI or CEL is subject or bound; (e) modify in any material respect or accelerate, or give any party thereto the right to modify in any material respect or accelerate, the time within which, or the terms under which, any party is to perform any duties or obligations or receive any rights or benefits under any agreement or contract affecting the CMI Membership Interest or the CEL Shares; (f) result in any Group Company losing the benefit of a Permit held or enjoyed by Seller or that Group Company as of the date of this AgreementAgreement in any applicable jurisdiction or (g) result in the loss of the benefit of any asset of CMI or CEL, except for such loss as would not reasonably be expected to be material to the business of the Group as currently conducted. All consents, approvals, authorizations and other requirements prescribed by law, rule or regulation that are necessary for the execution and delivery by Seller of this Agreement or the consummation by Seller of the transactions contemplated by this Agreement have been obtained and satisfied, other than as required under the antitrust, trade regulation or competition laws of any jurisdiction or as would not reasonably be expected to have a material adverse effect on the ability of Seller to consummate the transactions contemplated hereby.

No Violation; Consents and Approvals. (a) The execution and delivery by Buyer of this Agreement and each Buyer Transaction the Transition Agreement does do not, and the consummation performance by Buyer of the transactions contemplated hereby its obligations hereunder and thereby thereunder and compliance with the terms hereof and thereof will not not, (i) conflict withwith the certificate of formation or limited liability company operating agreement of Buyer, or (ii) subject to the receipt of the Consents and the making of the Filings referred to in this Section 4.2, result in any violation of or default under, (a) or give rise to a right of termination or cancellation, or result in the creation of any provision Lien upon any of the organizational documents of Buyer, (b) any judgment, order, injunction or decree, statute, law, ordinance, by-law, rule or regulation in any relevant jurisdiction applicable to Buyer, or the property properties or assets of Buyer under, (A) any Law applicable to Buyer or (cB) any contracts material note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which Buyer is a party, party or by which Buyer or its respective assets may be bound; provided, however, that no representation other than any such items as to which requisite waivers or warranty is made in the foregoing clauses (b) and (c) with respect to matters thatConsents have been obtained or which would not, individually or in the aggregate, would not reasonably be expected to prevent, materially delay, or materially impair the Buyer's ability of Buyer to effect, the consummation of consummate the transactions contemplated under by this Agreement or the Transition Agreement. Except as set forth in on Section 5.2 4.2 of the disclosure letter delivered by Seller to Buyer simultaneously herewith (the "Buyer Disclosure ScheduleLetter"), no material Consent of, or Filing with, any Governmental Approval Entity, or any third Person, is required to be obtained or made by or with respect to Buyer or its Affiliates (solely with respect to the legal or regulatory status or the nature of the business of Buyer or its Affiliates) in connection with the execution and delivery of this [Washington DC #361873 v9] 27 Agreement and each Buyer Transaction or the Transition Agreement, or the consummation by Buyer of the transactions contemplated hereby and thereby, other than: (A) compliance with and Filings under the HSR Act; providedand (B) compliance with and Filings under the Exchange Act, however, that no representation and warranty is made with respect to Governmental Approvals that, if not obtained or made, except for any such Consents which would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of consummate the transactions contemplated under by this Agreement and the Transition Agreement.

No Violation; Consents and Approvals. The (a) Except as set forth on Section 5.06(a) of the Disclosure Schedule, the execution and delivery by Buyer of this Agreement and each Buyer Transaction Agreement does not, the Company Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not conflict with, or result in any violation of or default under, (a) violate or conflict with any provision of the organizational documents of Buyerthe Company or its Subsidiaries, (b) violate any judgmentmaterial - 18 - Law applicable to, orderbinding upon or enforceable against the Company or its Subsidiaries, injunction or decree, statute, law, ordinance, by-law, rule or regulation (c) result in any relevant jurisdiction applicable to Buyermaterial breach or violation of, or constitute a material default (or an event which would, with or without the passage of time or the giving of notice or both, constitute a material default) under, or give rise to a right of payment or acceleration of rights under or the right to terminate or cancel any Material Contract, or (d) result in the creation or imposition of any Lien upon any of the property or assets of Buyer the Company and its Subsidiaries or (c) any contracts to which Buyer is a partyCompany Unit. Assuming expiration or termination of all applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx Act, and except for the filing of the Certificate of Merger, no approval, consent, waiver, authorization or other order of, and no declaration, filing, registration, qualification, recording, notice, or by which Buyer other action or its respective assets may be bound; providedfiling with, however, that no representation any Governmental Authority or warranty is made in the foregoing clauses (b) and (c) with respect to matters that, individually or in the aggregate, would not reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of the transactions contemplated under this Agreement. Except as set forth in Section 5.2 of the Disclosure Schedule, no material Governmental Approval any other Person is required to be obtained or made by or with respect to Buyer on behalf of the Company or any of its Affiliates Subsidiaries in connection with the execution and execution, delivery or performance of this Agreement and each Buyer Transaction Agreement, or the consummation by Buyer of the transactions contemplated hereby and thereby; provided, however, that no representation and warranty is made with respect to Governmental Approvals that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of the transactions contemplated under hereunder in accordance with the terms and conditions of this Agreement, except where failure to obtain such approval, consent, waiver, authorization or other order, or to make such declaration, filing, registration, qualification, recording or other action would not be material to the Company and its Subsidiaries taken as whole.

No Violation; Consents and Approvals. The execution and delivery by Buyer of this Agreement and each the other Buyer Transaction Agreement does Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not (a) conflict with, or result in any violation of or default under(or an event which, with notice or lapse of time or both, would constitute a default) under (ai) any provision of the organizational documents of Buyer, or (bii) any judgment, order, injunction Order or decree, statute, law, ordinance, by-law, rule or regulation in any relevant jurisdiction Applicable Law applicable to Buyer, Buyer or the property or assets of Buyer or (cb) conflict with, or result in any contracts violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, give rise to any right of termination, cancellation or acceleration under, result in the creation of any Lien upon any of the properties of Buyer under, require notice to a third party under, require the payment of a penalty under or increased fees or result in the loss of a benefit under any Contract to which Buyer is a party, party or by which Buyer or its respective any assets of Buyer may be bound; provided, however, that no representation or warranty is made in the foregoing clauses (a)(ii) or (b) and (c) with respect to matters that, individually or in the aggregate, would not reasonably be expected to prevent, materially delay, or materially impair the Buyer’s ability of Buyer to effect, the consummation of consummate the transactions contemplated under this Agreementhereby and thereby. Except as set forth in Section 5.2 of the Disclosure Schedule, no material No Governmental Approval of any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of this Agreement and each Buyer Transaction Agreement, or the consummation by Buyer of the transactions contemplated hereby hereby, except for such filings as may be required under the HSR Act and thereby; providedsuch authorizations, howeverapprovals, that no representation and warranty is made notices or filings with respect to any Governmental Approvals Authority that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the Buyer’s ability of Buyer to effect, the consummation of consummate the transactions contemplated under this Agreementhereby and thereby.

No Violation; Consents and Approvals. The Except as set forth on Schedule 2.8 hereto, the execution and delivery by Buyer Seller of this Agreement Agreement, the Ancillary Documents and each Buyer Transaction Agreement does the fulfillment of and compliance with the respective terms hereof and thereof by Seller do not and will not, (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default or event of default under (with due notice, lapse of time or both), (c) result in the creation of any Lien upon the capital stock or assets of the Company pursuant to, (d) give any third party the right to accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action by or notice to any Authority or other third party (including, without limitation, any creditor, customer or supplier) pursuant to, the Charter Documents of the Hickory Group or any Regulation, Order or Contract to which the Hickory Group or Seller is subject. Seller has complied with all applicable Regulations and Orders in connection with the execution, delivery and performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby. None of the Company or any member of the Hickory Group or Seller is required to submit any notice, report, or other filing with any governmental authority in connection with Seller's execution or delivery of this Agreement, the Ancillary Documents or the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not conflict withthereby. No authorization, consent, approval, exemption or result in any violation of or default under, (a) any provision of the organizational documents of Buyer, (b) any judgment, order, injunction or decree, statute, law, ordinance, by-law, rule or regulation in any relevant jurisdiction applicable to Buyer, or the property or assets of Buyer or (c) any contracts to which Buyer is a party, or by which Buyer or its respective assets may be bound; provided, however, that no representation or warranty is made in the foregoing clauses (b) and (c) with respect to matters that, individually or in the aggregate, would not reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of the transactions contemplated under this Agreement. Except as set forth in Section 5.2 of the Disclosure Schedule, no material Governmental Approval notice is required to be obtained by any of the Company, any member of the Hickory Group or made by or with respect to Buyer or its Affiliates Seller in connection with the execution execution, delivery, and delivery performance of this Agreement and each Buyer Transaction Agreement, or the consummation by Buyer of Ancillary Documents and the transactions contemplated hereby and thereby; provided, however, that no representation and warranty is made with respect to Governmental Approvals that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of the transactions contemplated under this Agreement.

No Violation; Consents and Approvals. The execution and delivery by Buyer Seller of this Agreement and each Buyer Transaction the other agreements contemplated by this Agreement does to be entered into by Seller at Closing do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the terms hereof and thereof will not (a) conflict with, or result in any violation of or default under(or an event which, with notice or lapse of time or both, would constitute a default) under (ai) any provision of the organizational documents of BuyerSeller, or (bii) any judgment, order, injunction Order or decree, statute, law, ordinance, by-law, rule or regulation in any relevant jurisdiction Applicable Law applicable to Buyer, Seller or the property or assets of Buyer Seller or (cb) constitute a breach of or give rise to any contracts right of termination, cancellation or acceleration under, or result in the creation of any Lien upon any of the properties of Seller under, any material contract to which Buyer Seller is a party, party or by which Buyer Seller or its respective any assets of Seller may be bound; provided, however, that no representation or warranty is made in the foregoing clauses (a)(ii) or (b) and (c) with respect to matters that, individually or in the aggregate, would not reasonably be expected to prevent, materially delay, or materially impair the Seller’s ability of Buyer to effect, the consummation of consummate the transactions contemplated under this Agreementhereby. Except as set forth in Section 5.2 2.3 of the Disclosure Schedule, no material Governmental Approval of any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates Seller in connection with the execution and delivery of this Agreement and each Buyer Transaction Agreement, or the consummation by Buyer of the transactions contemplated hereby and therebyhereby; provided, however, that no representation and warranty is made with respect to authorizations, approvals, notices or filings with any Governmental Approvals Authority that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the Seller’s ability of Buyer to effect, the consummation of consummate the transactions contemplated under this Agreementhereby.

No Violation; Consents and Approvals. The execution and delivery by Buyer of this Agreement and each Buyer other Transaction Agreement does Documents to which it is a party do not, and the consummation performance by Buyer of the transactions contemplated hereby its obligations hereunder and thereby thereunder and compliance with the terms hereof and thereof will not not, (a) conflict withwith the certificate of incorporation or by-laws of Buyer, or (b) subject to the receipt of the Consents and the making of the Filings referred to in this Section 4.2, result in any violation of or default under, (a) or give rise to a right of termination or cancellation, or result in the creation of any provision Lien upon any of the organizational documents of Buyer, (b) any judgment, order, injunction or decree, statute, law, ordinance, by-law, rule or regulation in any relevant jurisdiction applicable to Buyer, or the property properties or assets of Buyer under, (i) any Law applicable to Buyer or (cii) any contracts material note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which Buyer is a party, party or by which Buyer or its respective assets may be bound; provided, however, that no representation other than any such items as to which requisite waivers or warranty is made in the foregoing clauses (b) and (c) with respect to matters thatConsents have been obtained or which would not, individually or in the aggregate, would not reasonably be expected to prevent, materially delay, or materially impair the Buyer's ability of Buyer to effect, the consummation of consummate the transactions contemplated under by this AgreementAgreement or the other Transaction Documents. Except as set forth in on Section 5.2 4.2 of the Disclosure ScheduleLetter, no material Consent of, or Filing with, any Governmental Approval Entity, or any third Person, is required to be obtained or made by or with respect to Buyer or its Affiliates by virtue of their respective businesses or legal status (i.e., excluding any Consents and Filings that would be required to be obtained or made by any purchaser as required to be set forth on Section 3.6(b) of the Disclosure Letter) in connection with the execution and delivery of this Agreement and each Buyer Transaction or the Transition Agreement, or the consummation by Buyer of the transactions contemplated hereby and thereby; provided, however, that no representation and warranty is made with respect to Governmental Approvals that, if not obtained or made, except for any such Consents which would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of Buyer to effect, the consummation of consummate the transactions contemplated under by this AgreementAgreement and the other Transaction Documents to which it is a party.