Common use of Noncontravention Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Noncontravention. The execution, delivery and performance by Buyer of this Agreement by such Seller and the consummation of the transactions contemplated thereby, hereby do not and will not (ai) violate any Requirements of Law applicable to such Seller, the Trust Agreement or (bii) result assuming compliance with the matters referred to in a Section 4.03, violate any applicable material breach or default under any of the Contractual Obligations of such Sellerlaw, or under any orderrule, writregulation, judgment, injunction, order or decree, determination or award of any Governmental Authority, in each case applicable to such Seller or his properties.

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

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

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

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

Noncontravention. The execution, delivery and performance by Buyer of this Agreement by such Seller and the consummation of the transactions contemplated thereby, hereby do not and will not (ai) violate the certificate of incorporation or bylaws of Buyer, (ii) violate any Requirements Applicable Law, (iii) require any consent or other action by any Person under, or constitute a default under, any provision of Law any agreement or other instrument binding upon such Buyer or (iv) violate any judgment, decree or order applicable to such Seller, or (b) result in a material breach or default under any of the Contractual Obligations of such Seller, or under any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority, in each case applicable to such Seller or his propertiesBuyer.

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

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

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

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

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

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

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

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

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

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

Noncontravention. The execution, execution and delivery and performance of this Agreement by such Seller and the Ancillary Agreements to which Buyer is a party does not, and the consummation of the transactions contemplated therebyhereby and thereby will not, do not conflict with (i) any provision of Buyer’s memorandum and will not (a) violate any Requirements articles of Law applicable to such Seller, association; or (bii) result in a material breach or default under any of the Contractual Obligations of such Seller, or under any order, writ, judgment, injunctionorder, decree, determination statute, law, ordinance, rule or award of any Governmental Authority, in each case regulation applicable to such Seller or his propertiesit.

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

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

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

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

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

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

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

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

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

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

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

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