Common use of Absence of Required Consents; No Violations Clause in Contracts

Absence of Required Consents; No Violations. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any third party or federal, state, local or other governmental department, commission, board, bureau, agency or other instrumentality or authority, domestic or foreign, exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government on the Governmental Authority on the part of Sage or any of its Subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for the filing with the SEC of a one or more Current Reports on Form 8-K and such filing(s) pursuant to applicable state securities laws as may be necessary, which filings will be timely effected after the date hereof. Neither Maker nor any subsidiary thereof is in violation or default (i) of any provision of its certificate of incorporation or by-laws, or (ii) of any instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound (including, with limitation the Remaining Notes or any of the Loan Documents), (iii) or any provision of any federal or state statute, rule or regulation applicable to Sage, except in the cases of clause (ii) and (iii) above, for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a (i) a material and adverse effect on the legality, validity or enforceability of the Remaining Notes or any Loan Document, (ii) a material adverse effect on the results of operations, assets, business, condition (financial or otherwise) or prospects of Sage and its direct or indirect subsidiaries, taken as a whole on a consolidated basis, or (iii) a material and adverse impairment of Sage’s ability to perform fully on a timely basis its obligations under this Agreement, the Note or any of the Loan Documents to which it is a party (each, a “Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien upon any material assets of Sage, any of its subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to Sage or any of its subsidiaries, their business or operations or any of their assets or properties and which would result in a Material Adverse Effect.

Absence of Required Consents; No Violations. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any third party or federal, state, local or other governmental department, commission, board, bureau, agency or other instrumentality or authority, domestic or foreign, exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government on the Governmental Authority on the part of Sage or any of its Subsidiaries the Borrower Group is required in connection with this Agreement or the issuance of the Note or the consummation of the transactions contemplated by this Agreementhereunder, except for the filing with the SEC of a one or more Current Reports on Form 8-K and such filing(s) pursuant to applicable state securities laws Laws or Canadian securities Laws as may be necessary, which filings will be timely effected after the date hereofClosing, and except for recordings or filings in connection with the perfection of the Liens on the Collateral in favor of the Purchaser as required by the Security Documents. Neither Maker nor any subsidiary thereof The Borrower Group is not in violation or default (i) of any provision of its certificate articles of incorporation incorporation, bylaws, or by-lawsorganizational documents, or any agreements applicable to any of its Equity Interests, or (ii) of any instrument, judgment, order, writ, decree decree, agreement, arrangement or contract to which it is a party or by which it is bound (includingor its properties are bound, with limitation the Remaining Notes or any or, to its knowledge, of the Loan Documents), (iii) or any provision of any federal national, federal, provincial, state or state local statute, rule or regulation applicable that is, to Sage, except in the cases of clause (ii) and (iii) above, for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a (i) a material and adverse effect on the legality, validity or enforceability each of the Remaining Notes or any Loan DocumentBorrower Group’s knowledge, (ii) a material adverse effect on the results of operations, assets, business, condition (financial or otherwise) or prospects of Sage and its direct or indirect subsidiaries, taken as a whole on a consolidated basis, or (iii) a material and adverse impairment of Sage’s ability to perform fully on a timely basis its obligations under this Agreementapplicable. Other than as set out in Schedule 5.4 attached hereto, the Note or any of the Loan Documents to which it is a party (each, a “Material Adverse Effect”). The execution, delivery and performance of this Agreement Agreement, the Note and the consummation of the transactions contemplated hereby other Transaction Documents will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree decree, agreement, arrangement or contract or an event that results in the creation of any lien Lien upon any material assets of Sage, any of its subsidiaries the Borrower Group (other than the Lien granted to the Purchaser in the Collateral pursuant to the Security Documents) or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to Sage or any of the Borrower Group, its subsidiaries, their business or operations or any of their its assets or properties and properties, except for such results which would could not reasonably be expected to result in a Material Adverse Effect. Without limiting the foregoing, the Borrower Group has obtained all waivers necessary with respect to any preemptive rights, rights of first refusal or similar rights, including any notice or offering periods provided for as part of any such rights, in order for the Borrower Group to consummate the transactions contemplated hereunder without any third party obtaining any rights to cause the Borrower Group to offer or issue any securities of the Borrower Group as a result of the consummation of the transactions contemplated hereunder.

Absence of Required Consents; No Violations. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any third party or federal, state, local or other governmental department, commission, board, bureau, agency or other instrumentality or authority, domestic or foreign, exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government on the Governmental Authority on the part of Sage or any of its Subsidiaries is required in connection with the consummation of the transactions contemplated by this Agreement, except for the filing with the SEC of a one or more Current Reports on Form 8-K and such filing(s) pursuant to applicable state securities laws as may be necessary, which filings will be timely effected after the date hereof. Neither Maker nor any subsidiary thereof is in violation or default (i) of any provision of its certificate of incorporation or by-laws, or (ii) of any instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound (including, with limitation the Remaining Acquired Notes or any of the Loan Documents), (iii) or any provision of any federal or state statute, rule or regulation applicable to Sage, except in the cases of clause (ii) and (iii) above, for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a (i) a material and adverse effect on the legality, validity or enforceability of the Remaining Acquired Notes or any Loan Document, (ii) a material adverse effect on the results of operations, assets, business, condition (financial or otherwise) or prospects of Sage and its direct or indirect subsidiaries, taken as a whole on a consolidated basis, or (iii) a material and adverse impairment of Sage’s ability to perform fully on a timely basis its obligations under this Agreement, the Note or any of the Loan Documents to which it is a party (each, a “Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien upon any material assets of Sage, any of its subsidiaries or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to Sage or any of its subsidiaries, their business or operations or any of their assets or properties and which would result in a Material Adverse Effect.

Absence of Required Consents; No Violations. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any third party or federal, state, local or other governmental department, commission, board, bureau, agency or other instrumentality or authority, domestic or foreign, exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government on the Governmental Authority on the part of Sage the Company, any of its Subsidiaries or any of its Subsidiaries Managed PCs is required in connection with the consummation of the transactions contemplated by this Agreement, except for the filing with the SEC of a Form D, one or more Current Reports on Form 8-K K, and such filing(s) pursuant to applicable state securities laws as may be necessary, which filings will be timely effected after the date hereofrelevant Closing Date, and recordings or filings in connection with the perfection of the Liens on the Collateral in favor of the Investor. Neither Maker nor None of the Company, any subsidiary thereof of its Subsidiaries or any of its Managed PCs is in violation or default (i) of any provision of its certificate of incorporation or by-lawsGoverning Documents, or (ii) of any instrument, judgment, order, writ, decree or contract to which it is a party or by which it is bound (includingbound, with limitation the Remaining Notes or any of the Loan Documents), (iii) or of any provision of any federal or state statute, rule or regulation applicable to Sagethe Company, except in the cases of clause (ii) and (iii) above, for such violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a (i) a material and adverse effect on the legality, validity or enforceability of the Remaining Notes or any Loan Document, (ii) a material adverse effect on the results of operations, assets, business, condition (financial or otherwise) or prospects of Sage and its direct or indirect subsidiaries, taken as a whole on a consolidated basis, or (iii) a material and adverse impairment of Sage’s ability to perform fully on a timely basis its obligations under this Agreement, the Note or any of the Loan Documents to which it is a party (each, a “Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, order, writ, decree or contract or an event that results in the creation of any lien Lien upon any material assets of Sagethe Company, any of its subsidiaries Subsidiaries or any of its Managed PCs or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to Sage the Company, any of its Subsidiaries or any of its subsidiariesManaged PCs, their business or operations or any of their assets or properties and which would result in a Material Adverse Effect.