Common use of Absence of Restrictions and Conflicts Clause in Contracts

Absence of Restrictions and Conflicts. Except as disclosed in Schedule 5.3, the execution, delivery and performance of this Agreement and the Seller Ancillary Documents, the consummation of the transactions contemplated by this Agreement and the Seller Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents do not, (a) conflict with or result in any breach of any term or provision of the formation documents of Seller, (b) with or without the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default (or give rise to any right of termination, amendment or cancellation) under, result in the loss of any benefit under or permit the acceleration of any obligation under, any Assumed Contract or result in the creation of any Lien on any of the Purchased Assets pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or either of the Shareholders is a party or by which any of their properties or assets may be bound, or (c) violate any judgment, decree or order of any Governmental Authority (as defined below) to which Seller is a party or by which Seller, either of the Shareholders or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or either of the Shareholders. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) with respect to Seller or either of the Shareholders is required in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Seller or either of the Shareholders, or the consummation of the transactions contemplated by this Agreement or the Seller Ancillary Documents by Seller or either of the Shareholders.

Absence of Restrictions and Conflicts. Except as disclosed in Schedule 5.3, the The execution, delivery delivery, and performance of this Agreement and the Seller Ancillary DocumentsAgreements, the consummation of the transactions contemplated by this Agreement and the Seller Ancillary Documents Agreements, and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents Agreements do notnot and will not (as the case may be), (a) conflict with or result in any breach of any term or provision of the formation documents of Seller, (b) with or without the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default (under, result in any penalty or give rise to any right of termination, amendment or cancellation) payment becoming due under, result in the loss of any benefit under under, or permit the acceleration or termination of any right or obligation under, (a) any Assumed Contract term or result in provision of the creation charter documents or bylaws (or other governing documents) of ChoicePoint or any Oxxxxx Entity, (b) except as set forth on Schedule 3.3, any "Oxxxxx Contract", "Retained Real Property Lease", or "Retained Personal Property Lease" (all as hereinafter defined), (c) except as set forth on Schedule 3.3, any judgment, decree, consent decree, ruling, settlement agreement, stipulation, award, injunction, subpoena or order (each an "Order") of any Lien on any of the Purchased Assets pursuant tocourt, any of the termstribunal, conditions arbitrator, securities exchange, or provisions of any notegovernmental, bondjudicial or regulatory body, mortgage, indenture, lease, license, contract, agreement authority or other obligation agency (each a "Governmental Authority") to which Seller ChoicePoint or either of the Shareholders any Oxxxxx Entity is a party or by which ChoicePoint or any of their properties or assets may be bound, or (c) violate any judgment, decree or order of any Governmental Authority (as defined below) to which Seller is a party or by which Seller, either of the Shareholders Oxxxxx Entity or any of their respective properties is bound or assets are bound, (d) except as set forth on Schedule 3.3, any foreign or domestic statute, writ, ordinance, law, rule rule, directive or guideline issued by a Governmental Authority (whether or not having the force of law) or regulation (each a "Law") applicable to Seller ChoicePoint or either of the Shareholdersany Oxxxxx Entity, or (e) except as set forth on Schedule 3.3, any "License" (as hereinafter defined). No Except as set forth on Schedule 3.3, no consent, approval, order Order, or authorization of, or registration, declaration declaration, or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United Statesnotice to, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) Authority with respect to Seller ChoicePoint or either of the Shareholders Oxxxxx Entities is required in connection with the execution, delivery delivery, or performance of this Agreement or and the Seller Ancillary Documents by Seller or either of the Shareholders, Agreements or the consummation of the transactions contemplated by this Agreement or the Seller Ancillary Documents by Seller or either of the Shareholdershereby and thereby.

Absence of Restrictions and Conflicts. Except as disclosed in Schedule 5.3, the The execution, delivery and performance of this Agreement and the Seller Flour Ancillary Documents, the consummation of the transactions contemplated by this Agreement and the Seller Flour Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Flour Ancillary Documents do notnot or will not (as the case may be), (a) conflict with or result in any breach of any term or provision of the formation documents of Seller, (b) with or without the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default (or give rise to any right of termination, amendment or cancellation) under, result in the loss of any benefit under or under, permit the acceleration of any obligation underunder or create in any party the right to terminate, modify or cancel, (a) any term or provision of the charter documents of Flour or the Flour Subsidiaries, (b) except as set forth on Schedule 4.3(b), any Assumed Contract contract or result in the creation of any Lien on any of the Purchased Assets pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller Flour or either of the Shareholders any Flour Subsidiary is a party or by which Flour or any of their properties or assets may be Flour Subsidiary is bound, or (c) violate any judgment, decree or order of any Governmental Authority (as defined below) court or governmental authority or agency to which Seller Flour or any Flour Subsidiary is a party or by which Seller, either of the Shareholders Flour or any Flour Subsidiary or any of their respective properties is are bound or (d) any statute, law, rule rule, regulation or regulation arbitration award applicable to Seller Flour or either any Flour Subsidiary. Except for the filing of a Certificate of Merger with the Shareholders. No Delaware Secretary of State in connection with the Merger, no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body agency or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) is required with respect to Seller Flour or either of the Shareholders is required any Flour Subsidiary in connection with the execution, delivery or performance of this Agreement or the Seller Flour Ancillary Documents by Seller or either of the Shareholders, or the consummation of the transactions contemplated by hereby or thereby. For purposes of this Agreement Agreement, "Flour Subsidiary" means Flour LLC, Holdings and any other entity, now or the Seller Ancillary Documents by Seller hereafter, of which Flour owns, directly or either indirectly, more than 50% of the Shareholdersoutstanding voting securities; provided, however, that the term "Flour Subsidiary" shall not include Seaboard or any of its subsidiaries.

Absence of Restrictions and Conflicts. (a) Except as disclosed set forth in Schedule 5.33.5(a) of the Company Disclosure Schedule, the execution, execution and delivery and performance by the Company of this Agreement and each Ancillary Agreement to which the Seller Ancillary DocumentsCompany is a party, the consummation of the transactions contemplated by this Agreement and the Seller Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents do not, and the performance of its obligations hereunder will not, (ai) conflict with or violate (A) the Articles of Incorporation or the bylaws of the Company, (B) the certificate or articles of incorporation, bylaws or equivalent organizational documents of any Subsidiary of the Company, in each case, as amended or supplemented, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, materially conflict with or materially violate any Law applicable to the Company or any Subsidiary, or by which any material property or asset of the Company or any of its Subsidiaries, is bound, or (iii) require any material consent or result in any material violation or material breach of any term or provision of the formation documents of Seller, constitute (b) with or without the passing notice or lapse of time or the giving of notice or both, violate or conflict with, constitute ) a breach of or material default (or give rise to others any right of termination, amendment amendment, acceleration or cancellation) under, or result in the loss triggering of any benefit under or permit the acceleration of any obligation under, any Assumed Contract material payments or result in the creation of any a Lien or other encumbrance on any material property of the Purchased Assets Company or any of its Subsidiaries, in all cases, pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or either Material Contract. (b) Except as set forth in Schedule 3.5(b) of the Shareholders is a party or Company Disclosure Schedule, the execution and delivery by which any the Company of their properties or assets may be bound, or (c) violate any judgment, decree or order of any Governmental Authority (as defined below) to which Seller is a party or by which Seller, either of the Shareholders this Agreement or any Ancillary Agreement, does not, and the performance of their respective properties is bound or its obligations hereunder will not, require any statute, law, rule or regulation applicable to Seller or either of the Shareholders. No consent, approval, order authorization or authorization permit of, or registration, declaration filing with or filing withnotification to, any courtGovernmental Entity, arbitrator, governmental agency or public or regulatory unit, agency, body or authority except (i) for the notification requirements of the United StatesHSR Act and (ii) where the failure to obtain such consents, any foreign country approvals, authorizations or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) with respect to Seller or either of the Shareholders is required in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Seller or either of the Shareholderspermits, or the to make such filings or notifications would not prevent or materially delay consummation of the Transaction and the other transactions contemplated by this Agreement or any Ancillary Agreement or reasonably be expected to be material to the Seller Ancillary Documents by Seller or either business of the ShareholdersCompany and its Subsidiaries. (c) Except as disclosed on Schedule 3.5(c), to the Knowledge of the Company, none of the Company or any of its Subsidiaries produce, design, test, manufacture, fabricate or develop items that are classified as other than EAR99 in accordance with the Commerce Control List under the U.S. Export Administration Regulations. Neither the Company nor any of its Subsidiaries produces, designs, tests, manufactures, fabricates or develops a critical technology that is (i) utilized in connection with the Company’s or any of its Subsidiaries’ activity in one or more pilot program industries, or (ii) to the Knowledge of the Company, designed specifically for use in one or more pilot program industries, as these terms are defined at 31 CFR Parts 800 and 801. (d) None of the Company or any of its Subsidiaries is performing or has performed any Government Contract that requires that the Company or any of its Subsidiaries possess a facility security clearance or that any of its employees possess an individual security clearance under the National Industrial Security Program Operating Manual (DOD 5220.22M) or any equivalent authorization. (e) Schedule 3.5(e) of the Company Disclosure Schedule lists the physical address of each facility of the Company and its Subsidiaries . To the Knowledge of the Company, no such facility abuts or has line of sight access to U.S. Department of Defense facilities or properties. (f) The Company and its Subsidiaries have for the past three (3) years conducted their export transactions in compliance in all material respects with applicable provisions of all U.S. import and export Laws (including those Laws under the authority of U.S. Departments of Commerce (Bureau of Industry and Security) codified at 15 CFR, Parts 700-799; Homeland Security (Customs and Border Protection) codified at 19 CFR, Parts 1-199; State (Directorate of Defense Trade Controls) codified at 22 CFR, Parts 103, 120-130; and Treasury (Office of Foreign Assets Control) codified at 31 CFR, Parts 500-599) and all comparable applicable export and import Laws outside the United States for each country where the Company and its Subsidiaries conduct business (“collectively, “Export Laws”). Without limiting the foregoing: (i) each of the Company and its Subsidiaries has obtained all export and import licenses, registrations, and other approvals required (collectively “Export Approvals”) for their respective exports or imports of products, software and technologies from or to the United States or any other country and re-exports of products, software and technologies subject to Export Laws; (ii) the Company and its Subsidiaries are in compliance in all material respects with the terms of all Export Approvals; (iii) as of the date hereof, there are no pending or, to the Knowledge of the Company, threatened claims against the Company or any of its Subsidiaries with respect to such Export Approvals or Export Laws and to the Knowledge of the Company, there are no actions, conditions or circumstances pertaining to the Company or any of its Subsidiaries with respect to export or import transactions that would reasonably be expected to give rise to any material future claims; and (iv) the Company and its Subsidiaries have established, implemented, and maintained internal controls and procedures reasonably designed to promote compliance with all applicable Export Laws and Export Approvals. Schedule 3.5(f) of the Company Disclosure Schedule sets forth, to the Knowledge of the Company, the applicable export control classification number under the Commerce Control List (codified at 15 CFR Part 774) for the products and technologies of the Company and its Subsidiaries, indicating the basis for each such classification. None of the Company or any of its Subsidiaries is engaged in activities pertaining to hardware, software, or technologies subject to the U.S. Munitions List (codified at 22 CFR Part 121).

Absence of Restrictions and Conflicts. Except as disclosed in Schedule 5.3, the The execution, delivery delivery, and performance of this Agreement and the Seller Ancillary DocumentsAgreements, the consummation of the transactions contemplated by this Agreement and the Seller Ancillary Documents Agreements, and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents Agreements do notnot and will not (as the case may be), (a) conflict with or result in any breach of any term or provision of the formation documents of Seller, (b) with or without the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default (under, result in any penalty or give rise to any right of termination, amendment or cancellation) payment becoming due under, result in the loss of any benefit under under, or permit the acceleration or termination of any right or obligation under, (a) any Assumed Contract term or result in provision of the creation charter documents or bylaws (or other governing documents) of ChoicePoint or any Xxxxxx Entity, (b) except as set forth on Schedule 3.3, any "Xxxxxx Contract", "Retained Real Property Lease", or "Retained Personal Property Lease" (all as hereinafter defined), (c) except as set forth on Schedule 3.3, any judgment, decree, consent decree, ruling, settlement agreement, stipulation, award, injunction, subpoena or order (each an "Order") of any Lien on any of the Purchased Assets pursuant tocourt, any of the termstribunal, conditions arbitrator, securities exchange, or provisions of any notegovernmental, bondjudicial or regulatory body, mortgage, indenture, lease, license, contract, agreement authority or other obligation agency (each a "Governmental Authority") to which Seller ChoicePoint or either of the Shareholders any Xxxxxx Entity is a party or by which ChoicePoint or any of their properties or assets may be bound, or (c) violate any judgment, decree or order of any Governmental Authority (as defined below) to which Seller is a party or by which Seller, either of the Shareholders Xxxxxx Entity or any of their respective properties is bound or assets are bound, (d) except as set forth on Schedule 3.3, any foreign or domestic statute, writ, ordinance, law, rule rule, directive or guideline issued by a Governmental Authority (whether or not having the force of law) or regulation (each a "Law") applicable to Seller ChoicePoint or either of the Shareholdersany Xxxxxx Entity, or (e) except as set forth on Schedule 3.3, any "License" (as hereinafter defined). No Except as set forth on Schedule 3.3, no consent, approval, order Order, or authorization of, or registration, declaration declaration, or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United Statesnotice to, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) Authority with respect to Seller ChoicePoint or either of the Shareholders Xxxxxx Entities is required in connection with the execution, delivery delivery, or performance of this Agreement or and the Seller Ancillary Documents by Seller or either of the Shareholders, Agreements or the consummation of the transactions contemplated by this Agreement or the Seller Ancillary Documents by Seller or either of the Shareholdershereby and thereby.

Absence of Restrictions and Conflicts. Except as disclosed in Schedule 5.3, the The execution, delivery and performance of this Agreement and the Seller and Xxxxxxx Xxxxxx Ancillary DocumentsDocuments by the Company and the Seller, the consummation by the Company and the Seller of the transactions contemplated by this Agreement hereby and thereby, and the Seller Ancillary Documents Company’s and the Seller’s fulfillment of of, and compliance with with, the terms and conditions of this Agreement hereof and thereof, do not or will not (as the Seller Ancillary Documents do notcase may be), (a) conflict with or result in any breach of any term or provision of the formation documents of Seller, (b) with or without the passing passage of time or the giving of notice or both, (a) violate or conflict with, (b) constitute a breach of or default (or give rise to any right of termination, amendment or cancellation) under, (c) result in the loss of any benefit under or under, (d) permit the acceleration of any obligation under, (e) create in any Assumed Contract party the right to terminate, modify or cancel, (f) result in the creation of any Lien on upon any of the Purchased Assets pursuant to, Equity Interests or any assets of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or either of the Shareholders is a party or by which any of their properties or assets may be boundCompany under, or (c) violate g)require any judgmentauthorization, decree consent, approval, waiver, exemption or order of other action by or notice or declaration to, or filing with, any Governmental Authority Entity or other Person under (i) any term or provision of the Organizational Documents of the Company, (ii) except as defined below) indicated on Schedule 4.4, any Contract to which the Seller is a party or by which Sellerthe Company (or its assets, either of the Shareholders securities or any of their respective properties businesses) is bound or affected, or (iii) any statuteLaw, law, rule Permit or regulation order or ruling of any court or Governmental Entity applicable to the Seller or either of the ShareholdersCompany. No Except as set forth on Schedule 4.4, no consent, waiver, Permit, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any court, arbitrator, governmental agency Governmental Entity or public or regulatory unit, agency, body or authority other Person is required on the part of the United StatesCompany or the Seller (or, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) as of the Closing Date with respect to the Seller or either of the Shareholders is required Ancillary Documents, Newco) in connection with the execution, execution and delivery or performance by the Company and the Seller of this Agreement or the Seller Ancillary Documents Documents, the performance by the Company or the Seller of his, her or either of the Shareholdersits obligations hereunder or thereunder, or the consummation by the Company or the Seller of the transactions contemplated by hereby or thereby. The Company and the Seller has waived and hereby does waive (in such Seller’s individual capacity and as a shareholder, member, manager or officer of the Company) any and all rights of first refusal, preemptive rights or other rights or transfer restrictions under the Company’s Organizational Documents or any other Contract, instrument or document that are or could be deemed inconsistent with this Agreement or the Seller Ancillary Documents by Seller or either any of the Shareholderstransactions contemplated hereby.

Absence of Restrictions and Conflicts. Except as disclosed in Schedule 5.3, the execution, The execution and -------------------------------------- delivery and performance of this Agreement and the Seller Purchaser Ancillary DocumentsDocuments by the Purchaser and Newco (as applicable) do not, and the consummation and performance of the transactions contemplated by this Agreement and the Seller Purchaser Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Purchaser Ancillary Documents do by the Purchaser and Newco (as applicable) will not, (a) conflict with or result in any breach of any term or provision of the formation documents of Seller, (b) with or without the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default (or give rise to any right of termination, amendment or cancellation) under, result in the loss of any benefit under or under, permit the acceleration of any obligation under, or create in any Assumed Contract party the right to terminate, modify, or result in cancel (a) the creation Purchaser's or any Purchaser Subsidiary's certificate of incorporation or by-laws; (b) the Purchaser Contracts; (c) any Order of any Lien on any of Court or Governmental Entity to which the Purchased Assets pursuant toPurchaser, any of the terms, conditions Purchaser Subsidiary or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller or either of the Shareholders Newco is a party or by which the Purchaser, any Purchaser Subsidiary, Newco, or any of their the properties of the Purchaser or assets may be any Purchaser Subsidiary is bound; or (d) any Law applicable to the Purchaser, any Purchaser Subsidiary or Newco; other than, in the case of clauses (b), (c) violate and (d), any judgmentsuch violations, decree conflicts, breaches, defaults, losses, accelerations or order rights to terminate, modify or cancel that individually or in the aggregate would not have a Purchaser Material Adverse Effect or would not materially impair the ability of the Purchaser or Newco to perform their respective obligations under this Agreement or the Purchaser Ancillary Documents, or prevent the consummation of any Governmental Authority (as defined below) to which Seller is a party or by which Seller, either of the Shareholders transactions contemplated by this Agreement or any of their respective properties is bound or any statute, law, rule or regulation applicable to Seller or either of the ShareholdersPurchaser Ancillary Documents. No consent, approval, order Order or other authorization of, or registration, declaration declaration, or filing with, any court, arbitrator, governmental agency Court or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) Entity is required with respect to Seller the Purchaser, any Purchaser Subsidiary, or either of the Shareholders is required Newco in connection with the execution, delivery delivery, or performance by the Purchaser or Newco of this Agreement or the Seller Purchaser Ancillary Documents by Seller or either of the ShareholdersDocuments, or the consummation of the transactions contemplated by this Agreement or the Seller Purchaser Ancillary Documents by Seller Documents, except the filing of (w) an Agreement of Merger with the Delaware Secretary of State, (x) appropriate documents with the relevant authorities of other jurisdictions in which the Purchaser or either the Purchaser Subsidiaries are qualified to do business, (y) the Ohio Permit and all appropriate documents with the SEC, and (z) such other Order or other authorization of, or registration, declaration, or filing the failure of the Shareholderswhich to be obtained or made would not have a Purchaser Material Adverse Effect.

Absence of Restrictions and Conflicts. Except as disclosed in Schedule 5.3, the The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and the Seller Ancillary Transaction Documents, the consummation of the transactions contemplated by this Agreement and the Seller Ancillary Documents Transactions and the fulfillment of of, and compliance with with, the terms and conditions of this Agreement and thereof do not or will not (as the Seller Ancillary Documents do notcase may be), (a) conflict with or result in any breach of any term or provision of the formation documents of Seller, (b) with or without the passing of time or the giving of notice or both, violate or (a) conflict with, or constitute a breach of or default (or give rise to any right of termination, amendment or cancellation) under, result in any term or provision of the loss Organizational Documents of any benefit under Parent or Merger Sub, (b) constitute a breach of or default under, permit the acceleration of any obligation under, under or create in any Assumed party the right to terminate or cancel any Contract or result in the creation of any Lien on any of the Purchased Assets pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other obligation to which Seller Parent or either of the Shareholders Merger Sub is a party, (c) violate any Governmental Order to which Parent or Merger Sub is a party or by which any of their properties Parent or assets may be bound, or (c) violate any judgment, decree or order of any Governmental Authority (as defined below) to which Seller is a party or by which Seller, either of the Shareholders Merger Sub or any of their respective properties is bound or (d) violate any statute, law, rule or regulation Law applicable to Seller Parent or either Merger Sub unless, except where the occurrence of any of the Shareholdersforegoing described in clauses (b), (c) or (d) above would not reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to consummate the Transactions. No Except for (i) the filing of a premerger notification and report form under the HSR Act and the expiration or early termination of the applicable waiting period thereunder, (ii) any filings as may be required under the DGCL in connection with the Merger, and (iii) such consents, approvals, Governmental Orders or authorizations, registrations, declarations or filings the failure of which to obtain would not reasonably be expected to have a material adverse effect on the ability of Parent and Merger Sub to consummate the Transactions, no consent, approval, order Governmental Order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) Entity is required with respect to Seller Parent or either of the Shareholders is required Merger Sub in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Seller or either of the ShareholdersTransaction Documents, or the consummation of the transactions contemplated by this Agreement or the Seller Ancillary Documents by Seller or either of the ShareholdersTransactions.