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

No Violation; Consents and Approvals. Except as set forth in Schedule 3.4, neither the execution and delivery of this Agreement and the Documents required to effect the transactions hereunder, nor the performance by Seller, International Subsidiary and Parent of their respective obligations hereunder, nor the consummation by each of Seller, International Subsidiary and Parent of the transactions contemplated hereby do or will (a) violate, conflict with or result in any breach of any provision of the memorandum or articles of association, certificate of incorporation, bylaws or any other similar organizational document of Seller, International Subsidiary or Parent, as applicable, (b) violate, conflict with or result in a violation or any breach of or default under (either immediately or upon notice, lapse of time or both), or constitute a default (with or without due notice or lapse of time or both) under the terms, conditions or provisions of any note, bond, mortgage, indenture or deed of trust, or any material license, lease or agreement to which Seller, International Subsidiary or Parent is a party, including without limitation the Assigned Contracts, or to which the Purchased Assets are or may be subject, (c) violate any order, writ, judgment, injunction, decree, statute, rule or regulation of any court or Governmental Authority applicable to Seller, International Subsidiary or Parent, (d) result in the creation or imposition of any material Encumbrance on any of the Purchased Assets or give to any person any interest or right in any of the Purchased Assets, (e) accelerate the maturity of or otherwise modify any material liability or obligation relating to the Purchased Assets or the Assumed Liabilities, (f) result in a breach of any of the terms and conditions of, constitute a default under or otherwise cause any impairment of, any Assigned Contract or Permits, that would be material, or (g) require any filing or registration with, notice to or permit, authorization, consent or approval of any third party, including any Governmental Authority.

No Violation; Consents and Approvals. Except as set forth in Schedule 3.4(a) Neither the execution, neither the execution delivery and delivery performance of this Agreement and the Documents required to effect the transactions hereunder, nor the performance by Seller, International Subsidiary and Parent of their respective obligations hereunder, Brushy nor the consummation by each of Seller, International Subsidiary and Parent Brushy of the Merger or any other transactions contemplated hereby do or will (ai) violate any provision of the Organizational Documents of Brushy or any of its Subsidiaries, (ii) violate, conflict with or with, result in any a breach of any provision of or the memorandum or articles loss of associationany benefit under, certificate of incorporation, bylaws or any other similar organizational document of Seller, International Subsidiary or Parent, as applicable, (b) violate, conflict with or result in a violation or any breach of or default under (either immediately or upon notice, lapse of time or both), or constitute a default (or an event which, with or without due notice or lapse of time time, or both, would constitute a default) under under, result in the termination of or a right of termination, cancellation, modification or amendment under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Brushy or its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or deed other instrument or obligation to which Brushy or any Subsidiary of trustBrushy is a party or by which either of them or any of their respective assets or properties may be bound, or any material license(iii) assuming the consents, lease approvals, orders, authorizations, registrations, filings or agreement permits referred to which Sellerin Section 3.4(b) are duly and timely obtained or made and the Brushy Required Vote has been obtained, International Subsidiary conflict with or Parent is a party, including without limitation the Assigned Contracts, or to which the Purchased Assets are or may be subject, (c) violate any federal, state, provincial, local or foreign order, writ, injunction, judgment, injunctionsettlement, award, decree, statute, law, rule or regulation of any court or Governmental Authority (collectively, the “Laws”) applicable to SellerBrushy, International Subsidiary its Subsidiaries or Parentany of their respective properties or assets; except, (d) result in the creation case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, losses, obligations, payments, rights (if exercised) or imposition of any material Encumbrance Liens that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on any of the Purchased Assets or give to any person any interest or right in any of the Purchased Assets, (e) accelerate the maturity of or otherwise modify any material liability or obligation relating to the Purchased Assets or the Assumed Liabilities, (f) result in a breach of any of the terms and conditions of, constitute a default under or otherwise cause any impairment of, any Assigned Contract or Permits, that would be material, or (g) require any filing or registration with, notice to or permit, authorization, consent or approval of any third party, including any Governmental AuthorityBrushy.

No Violation; Consents and Approvals. Except as set forth in Schedule 3.4Neither the execution, neither the execution delivery and delivery performance of this Agreement and or the Documents required to effect the transactions hereunder, nor the performance by Seller, International Subsidiary and Parent of their respective obligations hereunder, Ancillary Agreements nor the consummation by each of Seller, International Subsidiary and Parent VGC or VRI of the transactions contemplated hereby do or thereby will (a) violateconflict with, conflict with violate or result in any breach of any provision the terms, conditions or provisions of the memorandum or VGC’s and VRI’s articles of association, certificate of incorporation, bylaws incorporation or any other similar organizational document of Seller, International Subsidiary or Parentby-laws, as applicableamended and as currently in place, (b) violateconflict with, conflict with violate or result in a violation or any breach of or default under (either immediately or upon notice, lapse of time or both)of, or constitute a default (with or without due notice give rise to any right of termination, cancellation or lapse acceleration) under, any of time or both) under the terms, conditions or provisions of any noteagreement, bondlease, mortgageinstrument, indenture obligation, understanding or deed of trust, arrangement to which either VGC or VRI is a party or by which either VGC or VRI or any material licenseof the Assets may be bound or subject, lease except for such defaults (or agreement rights of termination, cancellation or acceleration), as to which Seller, International Subsidiary requisite waivers or Parent is a party, including without limitation the Assigned Contracts, consents have been obtained or are to which the Purchased Assets are or may be subjectobtained as contemplated herein, (c) violate any statute, ordinance or law or any rule, regulation, order, judgment, writ, judgment, injunction, decree, statute, rule injunction or regulation decree of any court or Governmental Authority of any public, governmental or regulatory body, agency or authority applicable to SellerVGC or VRI or by which any of their respective properties or assets may be bound or subject, International Subsidiary or Parent, (d) result in other than providing the creation or imposition of any material Encumbrance on any required notice to Newmont under Section 11 of the Purchased Assets 2006 Mineral Lease or give obtaining the consent of Newmont to any person any interest or right in any the assignment of the Purchased Assets2006 Mineral Lease, and providing thirty (e30) accelerate the maturity of or otherwise modify any material liability or obligation relating days notice to the Purchased Assets or lessor under the Assumed LiabilitiesSFP Lease that Buyer will replace VRI as sublessee thereunder, (f) result in a breach of any of the terms and conditions of, constitute a default under or otherwise cause any impairment of, any Assigned Contract or Permits, that would be material, or (g) require any filing filing, declaration or registration with, notice to or permit, authorization, consent or approval of, or the giving of any third partynotice to, any person or entity, including any Governmental Authoritypublic, governmental or regulatory body, agency or authority.

No Violation; Consents and Approvals. Except as set forth in Schedule 3.4, neither (a) Neither the execution and delivery of this Agreement and by the Documents required to effect the transactions hereunder, nor the performance by Seller, International Subsidiary and Parent of their respective obligations hereunder, Company nor the consummation by each of Seller, International Subsidiary and Parent of the transactions contemplated hereby do or by the Company will (ai) violate, breach or conflict with any provision of the Articles of Incorporation or Bylaws or other similar governing documents of the Company or any Subsidiary of the Company, (ii) assuming all consents, approvals, authorizations and permits contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings and notifications described in such clauses have been made, conflict with or violate any Laws applicable to the Company or any Subsidiary or by which the Company or any Subsidiary or any of their respective properties or assets may be bound, (iii) except as set forth on Section 3.04(a)(iii) of the Disclosure Letter, violate or conflict with, or result in any a breach of any provision of the memorandum of, or articles of associationrequire any consent, certificate of incorporation, bylaws waiver or any other similar organizational document of Seller, International Subsidiary or Parent, as applicable, (b) violate, conflict with approval or result in a violation default or give rise to any breach right of termination, cancellation, modification or default under acceleration (either immediately or upon an event that, with the giving of notice, lapse the passage of time or both)otherwise, or would constitute a default (with or without due notice or lapse give rise to any such right) under, any of time or both) under the terms, conditions or provisions of any note, bond, mortgage, lease, license, agreement, contract, guarantee, franchise, permit, understanding agreement, commitment, indenture or deed of trust, other instrument or any material license, lease or agreement to which Seller, International Subsidiary or Parent is a party, including without limitation the Assigned Contracts, or obligation to which the Purchased Assets are Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be subjectbound, or (c) violate any order, writ, judgment, injunction, decree, statute, rule or regulation of any court or Governmental Authority applicable to Seller, International Subsidiary or Parent, (div) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any material Encumbrance Lien (other than a Permitted Lien) on any asset of the Purchased Assets Company or give to any person any interest or right in any of the Purchased Assetsits Subsidiaries except, in case of clauses (ii), (eiii) accelerate and (iv), as have not had and would not reasonably be expected to have, individually or in the maturity of or otherwise modify any material liability or obligation relating to the Purchased Assets or the Assumed Liabilitiesaggregate, (f) result in a breach of any of the terms and conditions of, constitute a default under or otherwise cause any impairment of, any Assigned Contract or Permits, that would be material, or (g) require any filing or registration with, notice to or permit, authorization, consent or approval of any third party, including any Governmental AuthorityMaterial Adverse Effect.

No Violation; Consents and Approvals. Except as set forth in Schedule 3.4(a) The offering, neither issuance and sale by Issuer of the execution Indicated Units being delivered at the Closing Date, the offering, issuance and sale by GP of the Indicated Member Interests being delivered at the Closing Date, the execution, delivery and performance of this Agreement the Transaction Documents by the Quest Parties that are party thereto and the Documents required to effect the transactions hereunder, nor the performance by Seller, International Subsidiary and Parent of their respective obligations hereunder, nor the consummation by each of Seller, International Subsidiary and Parent the Quest Parties that are party thereto of the transactions contemplated hereby Transactions do or not and will not: (ai) violate, conflict with or result in any breach of any provision of the memorandum or articles of associationincorporation, certificate of incorporationformation, bylaws partnership agreement or other organizational or charter documents of any other similar organizational document of Sellerthe Quest Parties; (ii) constitute a default (or an event that with notice or lapse of time or both would become a default) under, International Subsidiary or Parentgive rise to any right of termination, as applicablecancellation, amendment or acceleration (b) violate, conflict with or result in a violation or any breach of or default under (either immediately or upon without notice, lapse of time or both), or constitute a default (with or without due notice or lapse of time or both) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture or deed of trustindenture, or any material license, lease agreement or agreement other instrument or obligation to which Seller, International Subsidiary or Parent a Quest Party is a partyparty or by which any property or asset of the Quest Parties is bound or affected, including without limitation except to the Assigned Contractsextent that such default, termination, amendment, acceleration or cancellation right would not have or be reasonably expected to which have, individually or in the Purchased Assets are aggregate, a Material Adverse Effect or a QRC Material Adverse Effect, as the case may be subjectbe, except disclosed in Section 3.3 of the Disclosure Schedule; (ciii) violate result in a violation of any law, statute, rule, regulation, order, writ, judgment, injunction, decree, statute, rule decree or regulation other restriction of any court or Governmental Authority applicable governmental authority to Sellerwhich any of the Quest Parties is subject (including federal and state securities laws and regulations) or by which any property or asset of the Quest Parties is bound or affected, International Subsidiary except to the extent that such violation would not have or Parentbe reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or a QRC Material Adverse Effect, as the case may be; or (div) except as set forth in the Transaction Documents, result or will result in the creation or imposition of any material Encumbrance on lien, charge or encumbrance upon any of the Purchased Assets property or give to any person any interest or right in any of the Purchased Assets, (e) accelerate the maturity of or otherwise modify any material liability or obligation relating to the Purchased Assets or the Assumed Liabilities, (f) result in a breach assets of any of the terms and conditions ofPartnership Parties, constitute which liens would have, individually or in the aggregate, a default under Material Adverse Effect or otherwise cause any impairment ofa QRC Material Adverse Effect, any Assigned Contract or Permits, that would be material, or (g) require any filing or registration with, notice to or permit, authorization, consent or approval of any third party, including any Governmental Authorityas the case may be.

No Violation; Consents and Approvals. (a) Except as set forth in Schedule 3.4Section 3.6(a) of the Disclosure Letter, neither the execution and delivery by Seller and each of its Affiliates of this Agreement and the Documents required Ancillary Agreements to effect the transactions hereunderwhich it is a party do not, nor and the performance by Seller and its Affiliates of their obligations hereunder and thereunder and compliance with the terms hereof and thereof will not (i) conflict with the Restated Certificate of Incorporation or Amended and Restated Bylaws of Seller or the comparable governing instruments of the Company or any of the Division Entities; (ii) subject to receipt of the Consents and the making of Filings referred to in Section 3.6(b) hereof (which Consents and Filings, to the extent material to the conduct of the Business, Seller shall have received or made prior to Closing) and subject to satisfaction of the condition set forth in Section 7.1(d) hereof, violate or conflict with any Law applicable to Seller, International Subsidiary and Parent of their respective obligations hereunder, nor the consummation by each of Seller, International Subsidiary and Parent Company or any of the transactions contemplated hereby do Division Entities, including any statute, regulation, and rule of any health care authority having jurisdiction over the Division or will the Facilities, including such Laws relating to health care fraud and abuse; or (aiii) violatesubject to receipt of the Consents and the making of Filings referred to in Section 3.6(b) hereof, conflict with result in any violation of or breach or default under, or cause the acceleration of vesting in, or payment of any benefits under, accelerate or increase any liability or obligation under, or give rise to a right of termination or cancellation or result in any breach the creation of any provision Lien upon any of the memorandum properties or articles assets of association, certificate of incorporation, bylaws the Company or any other similar organizational document of the Division Subsidiaries, or, to Seller's Knowledge, International Subsidiary or Parentany of the Minority Interest Division Entities, as applicableunder, (b) violateany Material Contract, conflict with or result in a violation or any breach of or default under (either immediately or upon notice, lapse of time or both)Permit, or constitute a default (with or without due notice or lapse of time or both) under the terms, conditions or provisions of any note, bond, mortgage, indenture or deed of trust, or any material license, lease or agreement Contract constituting Intercompany Indebtedness to which Seller, International Subsidiary the Company or Parent any of the Division Entities is a party, including without limitation the Assigned Contracts, party or by or to which the Purchased Assets are or may be subject, (c) violate any order, writ, judgment, injunction, decree, statute, rule or regulation of any court or Governmental Authority applicable to Seller, International Subsidiary the Company or Parent, (d) result in the creation or imposition of any material Encumbrance on any of the Purchased Assets Division Entities or give to any person any interest or right in any of their respective properties or assets is bound or subject, except, in the Purchased Assetscase of (ii) and (iii) above, for any such conflict, violation, breach, default, right of termination or cancellation which (eA) accelerate would not, individually or in the maturity of or otherwise modify any material liability or obligation relating aggregate, reasonably be expected to the Purchased Assets or the Assumed Liabilities, (f) result in a breach of any of the terms and conditions of, constitute a default under or otherwise cause any impairment of, any Assigned Contract or Permits, that would be material, Material Adverse Effect or (gB) require any filing arises from or registration with, notice relates to the legal or permit, authorization, consent regulatory status of Buyer or approval the nature of any third party, including any Governmental AuthorityBuyer's businesses.

No Violation; Consents and Approvals. Except as set forth provided in Schedule 3.42.3, neither the execution execution, delivery and delivery performance by Sellers of this Agreement and or the Documents required to effect the transactions hereunder, nor the performance by Seller, International Subsidiary and Parent of their respective obligations hereunder, Ancillary Agreements nor the consummation by each of Seller, International Subsidiary and Parent Sellers of the transactions contemplated hereby do or and thereby and compliance by Sellers with the terms hereof and thereof will (ai) violateconflict with, conflict with violate or result in any breach of any provision the terms, conditions or provisions of the memorandum Sellers' certificates of incorporation or articles of association, certificate of incorporation, bylaws or any other similar organizational document of Seller, International Subsidiary or Parent, as applicableby-laws, (bii) violateassuming all required consents are obtained on or prior to Closing, conflict with with, violate or result in a violation or any breach of or default under (either immediately or upon notice, lapse of time or both)of, or constitute a default (or loss of any right under or an event which, with or without due notice or the lapse of time or notice or both, would result in a default or loss of any right under or the creation of any security interest upon any of the Assets (or give rise to any right of termination, cancellation or acceleration) under under, any of the terms, conditions or provisions of any noteagreement, bondlease, mortgageinstrument, indenture obligation, understanding or deed of trust, arrangement to which Sellers are a party or by which Sellers or any material licenseof the Assets may be bound or subject, lease except for such defaults, losses (or agreement rights of termination, cancellation or acceleration) as to which Seller, International Subsidiary requisite waivers or Parent is a party, including without limitation the Assigned Contracts, or to which the Purchased Assets are or may be subjectconsents have been obtained, (ciii) assuming all required consents are obtained on or prior to Closing, violate any statute, ordinance or law or any rule, regulation, order, writ, judgment, injunction, decree, statute, rule injunction or regulation decree of any court or Governmental Authority of any public, governmental or regulatory body, agency or authority applicable to Seller, International Subsidiary Sellers or Parent, (d) result in the creation or imposition of any material Encumbrance on by which any of the Purchased Assets its properties or give to any person any interest assets may be bound or right in any of the Purchased Assets, (e) accelerate the maturity of or otherwise modify any material liability or obligation relating to the Purchased Assets or the Assumed Liabilities, (f) result in a breach of any of the terms and conditions of, constitute a default under or otherwise cause any impairment of, any Assigned Contract or Permits, that would be materialsubject, or (giv) require any filing (other than as may be required to transfer any Permit), declaration or registration with, notice to or permit, authorization, consent or approval of, or the giving of any third partynotice to, including any Governmental Authoritypublic, governmental or regulatory body, agency or authority; excluding from the foregoing clauses (ii), (iii) and (iv) such conflicts, violations, breaches and defaults which, and filings, declarations, registrations, permits, consents, approvals and notices the absence of which, either singly or in the aggregate, would not have a Material Adverse Effect. With respect to any Ancillary Agreements or any undertaking with respect to any Ancillary Agreements, the representations made in this Agreement shall be limited to such of Sellers as are a signatory to any such Ancillary Agreements.

No Violation; Consents and Approvals. Except as set forth in Schedule 3.4(a) The offering, neither issuance and sale by Issuer of the execution Indicated Units being delivered at the Closing Date, the execution, delivery and delivery performance of this Agreement the Transaction Documents by the Partnership Parties that are party thereto and the Documents required to effect the transactions hereunder, nor the performance by Seller, International Subsidiary and Parent of their respective obligations hereunder, nor the consummation by each of Seller, International Subsidiary and Parent the Partnership Parties that are party thereto of the transactions Transactions contemplated hereby by such Transaction Documents do or not and will not: (ai) violate, conflict with or result in any breach of any provision of the memorandum or articles of association, certificate of incorporationformation, bylaws partnership agreement, limited liability company agreement or other organizational or charter documents of any other similar organizational document of Sellerthe Partnership Parties; (ii) constitute a default (or an event that with notice or lapse of time or both would become a default) under, International Subsidiary or Parentgive rise to any right of termination, as applicablecancellation, amendment or acceleration (b) violate, conflict with or result in a violation or any breach of or default under (either immediately or upon without notice, lapse of time or both), or constitute a default (with or without due notice or lapse of time or both) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture or deed of trustindenture, or any material license, lease agreement or agreement other instrument or obligation to which Seller, International Subsidiary or Parent a Partnership Party is a partyparty or by which any property or asset of the Partnership Parties is bound or affected, including without limitation except to the Assigned Contractsextent that such default, termination, amendment, acceleration or cancellation right would not have or be reasonably expected to which have, individually or in the Purchased Assets are or may be subjectaggregate, a Material Adverse Effect, except as disclosed in Section 4.3 of the Disclosure Schedule; (ciii) violate result in a violation of any law, statute, rule, regulation, order, writ, judgment, injunction, decree, statute, rule decree or regulation other restriction of any court or Governmental Authority applicable governmental authority to Sellerwhich any of the Partnership Parties is subject (including federal and state securities laws and regulations) or by which any property or asset of the Partnership Parties is bound or affected, International Subsidiary except to the extent that such violation would not have or Parentbe reasonably expected to have, individually or in the aggregate, a Material Adverse Effect; or (div) except as set forth in the Transaction Documents, result or will result in the creation or imposition of any material Encumbrance on lien, charge or encumbrance upon any of the Purchased Assets property or give to any person any interest or right in any of the Purchased Assets, (e) accelerate the maturity of or otherwise modify any material liability or obligation relating to the Purchased Assets or the Assumed Liabilities, (f) result in a breach assets of any of the terms and conditions ofPartnership Parties, constitute which liens would have, individually or in the aggregate, a default under or otherwise cause any impairment of, any Assigned Contract or Permits, that would be material, or (g) require any filing or registration with, notice to or permit, authorization, consent or approval of any third party, including any Governmental AuthorityMaterial Adverse Effect as the case may be.

No Violation; Consents and Approvals. (a) Except as set forth in Schedule 3.4Section 3.6(a) of the Disclosure Letter, neither the execution and delivery by Seller and each of its Affiliates of this Agreement and the Documents required Ancillary Agreements to effect the transactions hereunderwhich it is a party do not, nor and the performance by Seller and its Affiliates of their obligations hereunder and thereunder and compliance with the terms hereof and thereof will not (i) conflict with the Restated Certificate of Incorporation or Amended and Restated Bylaws of Seller or the comparable governing instruments of the Company or any of the Division Entities; (ii) subject to receipt of the Consents and the making of Filings referred to in Section 3.6(b) hereof (which Consents and Filings, to the extent material to the conduct of the Business, Seller shall have received or made prior to Closing) and subject to satisfaction of the condition set forth in Section 7.1(d) hereof) violate or conflict with any Law applicable to Seller, International Subsidiary and Parent of their respective obligations hereunder, nor the consummation by each of Seller, International Subsidiary and Parent Company or any of the transactions contemplated hereby do Division Entities, including any statute, regulation, and rule of any health care authority having jurisdiction over the Division or will the Facilities, including such Laws relating to health care fraud and abuse; or (aiii) violatesubject to receipt of the Consents and the making of Filings referred to in Section 3.6(b) hereof, conflict with result in any violation of or breach or default under, or cause the acceleration of vesting in, or payment of any benefits under, accelerate or increase any liability or obligation under, or give rise to a right of termination or cancellation or result in any breach the creation of any provision Lien upon any of the memorandum properties or articles assets of association, certificate of incorporation, bylaws the Company or any other similar organizational document of the Division Subsidiaries, or, to Seller's Knowledge, International Subsidiary or Parentany of the Minority Interest Division Entities, under, any Material Contract (as applicablehereinafter defined), Permit (b) violate, conflict with or result in a violation or any breach of or default under (either immediately or upon notice, lapse of time or bothas hereinafter defined), or constitute a default (with or without due notice or lapse of time or both) under the terms, conditions or provisions of any note, bond, mortgage, indenture or deed of trust, or any material license, lease or agreement Contract constituting Intercompany Indebtedness to which Seller, International Subsidiary the Company or Parent any of the Division Entities is a party, including without limitation the Assigned Contracts, party or by or to which the Purchased Assets are or may be subject, (c) violate any order, writ, judgment, injunction, decree, statute, rule or regulation of any court or Governmental Authority applicable to Seller, International Subsidiary the Company or Parent, (d) result in the creation or imposition of any material Encumbrance on any of the Purchased Assets Division Entities or give to any person any interest or right in any of their respective properties or assets is bound or subject, except, in the Purchased Assetscase of (ii) and (iii) above, for any such conflict, violation, breach, default, right of termination or cancellation which (eA) accelerate would not, individually or in the maturity of or otherwise modify any material liability or obligation relating aggregate, reasonably be expected to the Purchased Assets or the Assumed Liabilities, (f) result in a breach of any of the terms and conditions of, constitute a default under or otherwise cause any impairment of, any Assigned Contract or Permits, that would be material, Material SURGERY CENTERS DIVISION Adverse Effect or (gB) require any filing arises from or registration with, notice relates to the legal or permit, authorization, consent regulatory status of Buyer or approval the nature of any third party, including any Governmental AuthorityBuyer's businesses.

No Violation; Consents and Approvals. Except as set forth in Schedule 3.4, neither the (a) The execution and delivery by Seller (and each of Affiliates that are a party thereto) of this Agreement and the other Transaction Documents required to effect the transactions hereunderdo not, nor and the performance by Seller and its Affiliates of their obligations hereunder and thereunder and compliance with the terms hereof and thereof will not (i) conflict with the Restated Certificate of Incorporation or Amended and Restated Bylaws of Seller or the comparable governing instruments of the Company or any of the Division Entities; (ii) subject to receipt of the Consents and the making of Filings referred to in Section 3.6(b) hereof, violate or conflict with any Law applicable to Seller, International Subsidiary and Parent of their respective obligations hereunder, nor the consummation by each of Seller, International Subsidiary and Parent Company or any of the transactions contemplated hereby do Division Entities, including any statute, regulation, and rule of any health care authority having jurisdiction over the Division or will the Facilities, including such Laws relating to health care fraud and abuse; or (aiii) violatesubject to receipt of the Consents and the making of Filings referred to in Section 3.6(b) hereof, conflict with result in any violation of or breach or default under, or give rise to a right of termination, cancellation or acceleration, or result in any breach the creation of any provision Lien upon, any of the memorandum properties or articles assets of association, certificate of incorporation, bylaws the Company or any other similar organizational document of Sellerthe Division Entities, International Subsidiary under any Material Contract (as hereinafter defined) or Parent, DIAGNOSTIC DIVISION-GORES Permit (as applicable, (bhereinafter defined) violate, conflict with or result in a violation or any breach of or default under (either immediately or upon notice, lapse of time or both), or constitute a default (with or without due notice or lapse of time or both) under the terms, conditions or provisions of any note, bond, mortgage, indenture or deed of trust, or any material license, lease or agreement to which Seller, International Subsidiary the Company or Parent any of the Division Entities is a party, including without limitation the Assigned Contracts, party or by or to which the Purchased Assets are or may be subject, (c) violate any order, writ, judgment, injunction, decree, statute, rule or regulation of any court or Governmental Authority applicable to Seller, International Subsidiary the Company or Parent, (d) result in the creation or imposition of any material Encumbrance on any of the Purchased Assets Division Entities or give to any person any interest or right in any of their respective properties or assets is bound or subject, except, in the Purchased Assetscase of (ii) and (iii) above, for any such conflict, violation, breach, default, right of termination or cancellation which (eA) accelerate would not, individually or in the maturity of or otherwise modify any material liability or obligation relating aggregate, reasonably be expected to the Purchased Assets or the Assumed Liabilities, (f) result in a breach of any of the terms and conditions of, constitute a default under or otherwise cause any impairment of, any Assigned Contract or Permits, that would be material, Material Adverse Effect or (gB) require any filing arises from or registration with, notice relates to the legal or permit, authorization, consent regulatory status of Buyer or approval the nature of any third party, including any Governmental AuthorityBuyer's businesses or its participation in the transactions contemplated hereby.