Common use of Authority; No Violation; Consents Clause in Contracts

Authority; No Violation; Consents. (a) Neither the execution and delivery of this Agreement by Seller, nor the consummation of the transactions contemplated hereby and the performance of this Agreement by Seller, assuming that the Governmental Consents have been obtained prior to the Closing, will (i) violate, conflict with, or result in a breach of any provision of the charter, by-laws or other organizational documents of Seller or the Company, (ii) require consent under, violate, conflict with, or result in a breach, in any material respect, of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance or payment required by, or result in a right of termination or acceleration under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company under any of the terms, conditions or provisions of any Contract to which the Company is a party or to which its properties or assets may be subject, except as set forth on Section 3.4(a) of the Company Disclosure Schedule (the “Third Party Consents”), or (iii) violate any Applicable Law applicable to Seller or the Company or any of their respective properties or assets, except, with respect to clauses (ii) and (iii), for such violations which would not have a Seller Material Adverse Effect or a Company Material Adverse Effect.

Authority; No Violation; Consents. (a) Neither the execution execution, delivery and delivery performance of this Agreement by SellerBuyer, nor the consummation by Buyer of the transactions contemplated hereby and the performance of this Agreement by SellerBuyer, assuming that the Governmental Consents have been obtained prior to the Closing, will (i) (x) violate, conflict with, or result in a breach of, or constitute a default (or in the event that, with notice or lapse of time or both, would constitute a default) under, any provision of the charterarticles of incorporation, by-laws code of regulations or other organizational documents of Seller Buyer or the Company, any of its Subsidiaries or (iiy) require consent under, violate, conflict with, or result in a breach, in any material respect, of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate or modify the performance or payment required by, or result in a right of termination termination, acceleration or acceleration modification under, or result in the creation of any material Encumbrance upon any of the properties or assets of the Company Buyer or any of its Subsidiaries under any of the terms, conditions or provisions of any material Contract to which the Company Buyer or any of its Subsidiaries is a party or to which its their properties or assets may be subject, except as set forth on Section 3.4(a) of the Company Disclosure Schedule (the “Third Party Consents”), or (iiiii) violate any Applicable Law applicable to Seller or the Company or conflict with any of their the Buyer's or its Subsidiaries' respective right to fully own and use its properties or assets, except, with respect to clauses clause (ii) and (iii), for such violations which would not have a Seller Material Adverse Effect or a Company Material Adverse Effecton Buyer.