Common use of Authorization and Non-Contravention Clause in Contracts

Authorization and Non-Contravention. This Agreement and all agreements, documents and instruments, including and without limitation, the Transaction Documents, executed and delivered by Seller pursuant hereto, are valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors and subject to general principles of equity. The execution, delivery and performance of this Agreement and all agreements, documents and instruments executed and delivered by Seller pursuant hereto, have been duly authorized by all necessary corporate or other actions of Seller. Except as set forth in Schedule 2.3, the execution and delivery of this Agreement and all agreements, documents and instruments to be executed and delivered by Seller pursuant hereto and the performance of the transactions contemplated by this Agreement and such other agreements, documents and instruments, do not and will not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit under any provision of Seller’s Certificate of Incorporation or By-laws, or cause the creation of any Claim upon any of the assets of the Business; (ii) violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any Legal Requirement applicable to the Business; (iii) require from Buyer or Seller any pre-closing or post-closing notice of, declaration or filing with, or consent or approval of any Governmental Authority or other third party; or (iv) violate or result in a violation of, or conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any Approval or Contract of the Business or by which the Purchased Assets are bound or any permit, license or other authorization issued to the Business by any Governmental Authority (such permits, licenses and authorizations are collectively referred to herein as the “Permits”).

Authorization and Non-Contravention. This Agreement and all agreements, documents and instruments, including and without limitation, the Transaction Documents, executed and delivered by Seller pursuant hereto, are valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors and subject to general principles of equity. The execution, delivery and performance by the Company of this Agreement and all agreements, documents and instruments executed and delivered by Seller pursuant hereto, have been duly authorized by all necessary corporate or other actions of Seller. Except as set forth in Schedule 2.3, the execution and delivery of this Agreement and all agreements, documents and instruments to be executed and delivered by Seller the Company as contemplated hereby (including, without limitation, the Certificate of Designation) and the issuance and delivery of (i) the Series B Preferred Shares and (ii) upon the conversion of the Series B Preferred Shares, the Conversion Shares, have been duly authorized by all necessary corporate and other action of the Company. This Agreement and each such other agreement, document and instrument (including, without limitation, the Certificate of Designation) constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms. The execution and delivery by the Company of this Agreement and each other agreement, document and instrument to be executed and delivered by the Company pursuant hereto or as contemplated hereby (including, without limitation, the Certificate of Designation) and the performance by the Company of the transactions contemplated by this Agreement hereby and such other agreementsthereby, documents including, without limitation, the issuance and instrumentsdelivery of (i) the Series B Preferred Shares and (ii) upon the conversion of the Series B Preferred Shares, the Conversion Shares, do not and will not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit under any provision of Seller’s Certificate of Incorporation or By-laws, or cause the creation of any Claim upon any of the assets of the Business; (iiA) violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or Bylaws of the Company, or cause the creation of any material encumbrance upon any of the assets of the Company; (B) violate or result in a violation of, or constitute a default under, any Legal Requirement provision of any material law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the BusinessCompany; (iiiC) require from Buyer or Seller the Company any pre-closing or post-closing notice ofto, declaration or filing with, or consent or approval of any Governmental Authority governmental authority or third party other third partythan as may be required to secure an exemption from qualification of the offer and sale of the Series B Preferred Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities and blue sky laws; or (ivD) violate or result in a violation of, or conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any Approval material agreement, permit, license or Contract authorization to which the Company or any of the Business its assets is a party or by which the Purchased Assets are bound Company or any permit, license or other authorization issued to the Business by any Governmental Authority (such permits, licenses and authorizations are collectively referred to herein as the “Permits”)of its assets is bound.

Authorization and Non-Contravention. This Agreement and all agreements, documents and instruments, including and without limitation, the Transaction Documents, executed and delivered by Seller pursuant hereto, are valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors and subject to general principles of equity. (a) The execution, delivery and performance by the Company of this Agreement and all agreements, documents and instruments executed and delivered by Seller pursuant hereto, have been duly authorized by all necessary corporate or other actions of Seller. Except as set forth in Schedule 2.3, the execution and delivery of this Agreement and all agreements, documents and instruments to be executed and delivered by Seller the Company as contemplated hereby (including, without limitation, the Repurchase Agreement) and the issuance and delivery of (i) the Convertible Preferred Shares, and (ii) upon the conversion of the Convertible Preferred Shares, the Conversion Shares, have been duly authorized by all necessary corporate and other action of the Company. This Agreement and all documents executed by the Company pursuant hereto (including, without limitation, the Repurchase Agreement) are valid and the performance binding obligations of the transactions contemplated Company, enforceable in accordance with their terms. The execution, delivery and performance by the Company of this Agreement and such all other agreements, documents and instrumentsinstruments to be executed and delivered by the Company as contemplated hereby (including, without limitation, the Repurchase Agreement) and the issuance and delivery of (i) the Convertible Preferred Shares and (ii) upon the conversion of the Convertible Preferred Shares, the Conversion Shares, do not and will not: (iA) violate or result except as disclosed in a violation ofthe Disclosure Schedule, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit under any provision of Seller’s Certificate of Incorporation or By-laws, or cause the creation of any Claim upon any of the assets of the Business; (ii) violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or Bylaws of the Company, or cause the creation of any encumbrance upon any of the assets of the Company except as contemplated herein or in the Certificate of Incorporation; (B) violate or result in a violation of, or constitute a default under, any Legal Requirement provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the BusinessCompany; (iiiC) except as disclosed in the Disclosure Schedule, require from Buyer or Seller the Company any pre-closing or post-closing notice ofto, declaration or filing with, or consent or approval of any Governmental Authority governmental authority or other third party; or (ivD) violate or result except as disclosed in a violation of, or conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) underDisclosure Schedule, accelerate any obligation under, or give rise to a right of termination of, any Approval agreement, permit, license or Contract of authorization to which the Business Company is a party or by which the Purchased Assets Company is bound. (b) Each Stockholder has all right, authority, power and (if applicable) capacity to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of such Stockholder pursuant to or as contemplated by this Agreement (including, without limitation, the Repurchase Agreement) and to carry out the transactions contemplated hereby and thereby. This Agreement and each agreement, document and instrument executed and delivered by each Stockholder pursuant to or as contemplated by this Agreement (including, without limitation, the Repurchase Agreement) constitute, or when executed and delivered will constitute, valid and binding obligations of such Stockholder enforceable in accordance with its respective terms. The execution, delivery and performance by each Stockholder of this Agreement and each such other agreement, document and instrument (including, without limitation, the Repurchase Agreement), and the performance by such Stockholder of the transactions contemplated hereby and thereby do not and will not: (A) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which such Stockholder or the Company is a party or by which he or its assets are bound bound, or any provision of the Certificate of Incorporation or Bylaws of the Company, or cause the creation of any encumbrance upon any of the assets of such Stockholder or the Company; (B) violate or result in a violation of, or constitute a default under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to the Company or such Stockholder; (C) require from such Stockholder or the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party; or (D) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or other authorization issued to which such Stockholder or the Business Company is a party or by any Governmental Authority (which such permits, licenses and authorizations are collectively referred to herein as Stockholder or the “Permits”)Company is bound.

Authorization and Non-Contravention. This Agreement and all agreements, documents and instruments, including and without limitation, the Transaction Documents, executed and delivered by Seller pursuant hereto, are valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors and subject to general principles of equity. The execution, delivery and performance by the Company of this Agreement and all agreementseach agreement, documents document and instruments instrument to be executed and delivered by Seller or on behalf of the Company pursuant heretoto or as contemplated by this Agreement and the issuance and sale of the Shares, have been duly authorized by all necessary corporate or other actions action of Sellerthe Company. Except as set forth in Schedule 2.3, the execution and delivery of this This Agreement and all agreementseach agreement, documents document and instruments instrument to be executed and delivered by Seller pursuant hereto and the performance or on behalf of the transactions Company pursuant to or as contemplated by this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. The execution and delivery by the Company of this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Company pursuant to or as contemplated by this Agreement and such other agreementsthe performance by the Company of the transactions contemplated hereby and thereby, documents including the issuance and instrumentsdelivery of the Shares, do not and will not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit under any provision of Seller’s Certificate of Incorporation or By-laws, or cause the creation of any Claim upon any of the assets of the Business; (iiA) violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under any material contract or obligation to which the Company is a party or by which it or its assets are bound and which have not been waived, or any provision of the articles of incorporation or bylaws of the Company; (B) to the Company's knowledge, violate or result in a violation of, or constitute a default under, any Legal Requirement provision of any material law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the BusinessCompany; (iiiC) require from Buyer or Seller the Company any pre-closing or post-closing notice ofto, declaration or filing with, or consent or approval of any Governmental Authority governmental authority or third party other third partythan as may be required (x) to secure an exemption from qualification of the offer and sale of the Shares under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities and blue sky laws, or (y) under the HSR Act; or (ivD) violate or result in a violation of, or conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any Approval material agreement, permit, license or Contract of authorization to which the Business Company is a party or by which the Purchased Assets are bound or any permit, license or other authorization issued to the Business by any Governmental Authority (such permits, licenses and authorizations are collectively referred to herein as the “Permits”)Company is bound.

Authorization and Non-Contravention. (a) This Agreement and all agreements, documents and instruments, including and without limitation, the Transaction Documents, instruments executed and delivered by Seller the Company pursuant hereto, hereto are valid and binding obligations of Sellerthe Company, enforceable against Seller the Company in accordance with their respective terms, except as the enforcement thereof such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the creditors’ rights of creditors and subject to general principles of equitygenerally. The execution, delivery and performance of this Agreement and all agreements, documents and instruments executed and delivered by Seller the Company pursuant hereto, hereto have been duly authorized by all necessary corporate or other actions action of Sellerthe Company. Except for filings, permits, authorizations, consents and approvals that may be required under the HSR Act (as set forth defined in Schedule 2.3Section 4.4(a)), the Securities Act or any state securities laws, the execution and delivery of this Agreement and all agreements, documents and instruments to be executed and delivered by Seller the Company pursuant hereto and the performance of the transactions contemplated by this Agreement and such other agreements, documents and instruments, do not and will not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit under any provision of Seller’s Certificate of Incorporation the Company Charter or By-laws, or cause the creation of any Claim upon any of the assets of the BusinessCompany Bylaws; (ii) violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any Legal Requirement provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the BusinessCompany; (iii) require from Buyer or Seller the Company any pre-closing or post-closing notice ofto, declaration or filing with, or consent or approval of any Governmental Authority governmental authority or other third partyparty (that has not already been obtained); or (iv) except as set forth in Section 2.2 of the Disclosure Schedule (which, in each case, would not individually or in the aggregate, have a Material Adverse Effect on the Company), violate or result in a violation of, or conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any Approval contract, agreement, permit, license or Contract of authorization to which the Business Company is a party or by which the Purchased Assets are bound Company is bound; or (v) result in the creation or imposition of any Encumbrances upon any of the properties or assets of the Company or any Company Shares. (b) This Agreement and all agreements, documents and instruments executed and delivered by any Stockholder pursuant hereto are valid and binding obligations of such Stockholder enforceable in accordance with their respective terms. Each Stockholder has full right, authority, power and capacity to enter into this Agreement and all agreements, documents and instruments executed and delivered by such Stockholder pursuant hereto and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by each Stockholder of this Agreement and all agreements, documents and instruments executed and delivered by such Stockholder pursuant hereto and the performance of the transactions contemplated by this Agreement and such other agreements, documents and instruments do not and will not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of any provision of such Stockholder’s organizational documents, if applicable; (ii) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to such Stockholder; (iii) require from such Stockholder any notice to, declaration or filing with, or consent or approval of, any governmental authority or other third party (that has not already been obtained); (iv) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or other authorization issued to which such Stockholder is a party or by which such Stockholder is bound; or (v) result in the Business creation or imposition of any Encumbrance upon any of the Company Shares owned by any Governmental Authority (such permits, licenses and authorizations are collectively referred to herein as the “Permits”)Stockholder.

Authorization and Non-Contravention. This Agreement and all agreements, documents and instruments, including and without limitation, the Transaction Documents, instruments executed and delivered by Seller Company pursuant hereto, hereto are valid and binding obligations of SellerCompany, enforceable against Seller in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors and subject to general principles of equitythe General Enforceability Exceptions. The execution, delivery and performance of this Agreement and all agreements, documents and instruments executed and delivered by Seller Company pursuant hereto, hereto have been duly authorized by all necessary corporate or other actions action of SellerCompany. Except as set forth in Schedule 2.3, the The execution and delivery of this Agreement and all agreements, documents and instruments to be executed and delivered by Seller Company pursuant hereto and the performance of the transactions contemplated by this Agreement and such other agreements, documents and instruments, do not and will not: (i) violate or result in a violation of or result in the breach of any provision of the organizational documents of Company (ii) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit under any provision of Seller’s Certificate of Incorporation contract or By-lawsobligation to which Company is a party or by which its assets are bound, or cause the creation of any Claim claim upon any of the assets of the BusinessCompany; (iiiii) violate, violate or conflict with in any way, or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any Legal Requirement provision of any Law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the BusinessCompany; (iiiiv) require from Buyer or Seller Company any pre-closing or post-closing notice ofto, declaration or filing with, or consent or approval of any Governmental Authority or other third party; or (ivv) violate or result in a violation of, or conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any Approval or Contract of the Business or by which the Purchased Assets are bound or any agreement, permit, license or other authorization issued to which Company is a party or by which Company is bound, except in the Business case of clauses (ii) through (v) as would not (1) materially and adversely affect the ability of Company to carry out its obligations under, and to consummate the transactions contemplated by any Governmental Authority this Agreement or (such permits, licenses and authorizations are collectively referred to herein as the “Permits”)2) otherwise have a Material Adverse Effect.

Authorization and Non-Contravention. This Agreement and all agreements, documents and instruments, including and without limitation, the Transaction Documents, executed and delivered by Seller pursuant hereto, are valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors and subject to general principles of equity. (a) The execution, delivery and performance by the Company of this Agreement and all agreements, documents and instruments executed and delivered by Seller pursuant hereto, have been duly authorized by all necessary corporate or other actions of Seller. Except as set forth in Schedule 2.3, the execution and delivery of this Agreement and all agreements, documents and instruments to be executed and delivered by Seller the Company as contemplated hereby (including, without limitation, the Repurchase Agreement) and the issuance and delivery of (i) the Convertible Preferred Shares, and (ii) upon the conversion of the Convertible Preferred Shares, the Conversion Shares, have been duly authorized by all necessary corporate and other action of the Company. This Agreement and all documents executed by the Company pursuant hereto (including, without limitation, the Repurchase Agreement) are valid and the performance binding obligations of the transactions contemplated Company, enforceable in accordance with their terms. The execution, delivery and performance by the Company of this Agreement and such all other agreements, documents and instrumentsinstruments to be executed and delivered by the Company as contemplated hereby (including, without limitation, the Repurchase Agreement) and the issuance and delivery of (i) the Convertible Preferred Shares and (ii) upon the conversion of the Convertible Preferred Shares, the Conversion Shares, do not and will not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit under any provision of Seller’s Certificate of Incorporation or By-laws, or cause the creation of any Claim upon any of the assets of the Business; (iiA) violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which the Company is a party or by which it or its assets are bound, or any provision of the Certificate of Incorporation or By-laws of the Company, or cause the creation of any encumbrance upon any of the assets of the Company except as contemplated herein or in the Certificate of Incorporation; (B) to the Company's knowledge, violate or result in a violation of, or constitute a default under, any Legal Requirement provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to the BusinessCompany; (iiiC) to the Company's knowledge, require from Buyer or Seller the Company any pre-closing or post-closing notice ofto, declaration or filing with, or consent or approval of any Governmental Authority governmental authority or other third party; or (ivD) violate or result in a violation of, or conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any Approval agreement, permit, license or Contract of authorization to which the Business Company is a party or by which the Purchased Assets Company is bound. (b) Each Stockholder has full right, authority, power and (if applicable) capacity to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of such Stockholder pursuant to or as contemplated by this Agreement (including, without limitation, the Repurchase Agreement) and to carry out the transactions contemplated hereby and thereby. This Agreement and each agreement, document and instrument executed and delivered by each Stockholder pursuant to or as contemplated by this Agreement (including, without limitation, the Repurchase Agreement) constitute, or when executed and delivered will constitute, valid and binding obligations of such Stockholder enforceable in accordance with their respective terms. The execution, delivery and performance by each Stockholder of this Agreement and each such other agreement, document and instrument (including, without limitation, the Repurchase Agreement), and the performance by such Stockholder of the transactions contemplated hereby and thereby do not and will not: (A) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which such Stockholder or the Company is a party or by which he or its assets are bound bound, or any provision of the Certificate of Incorporation or By-laws of the Company, or cause the creation of any encumbrance upon any of the assets of such Stockholder or the Company; (B) violate or result in a violation of, or constitute a default under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or other governmental agency applicable to the Company or such Stockholder; (C) require from such Stockholder or the Company any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party; or (D) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or other authorization issued to which such Stockholder or the Business Company is a party or by any Governmental Authority (which such permits, licenses and authorizations are collectively referred to herein as Stockholder or the “Permits”)Company is bound.

Authorization and Non-Contravention. This Agreement is, and, upon execution and delivery by the Company pursuant to the terms hereof, all agreements, documents and instruments, including and without limitation, the Transaction Documents, Documents required to be executed and delivered by Seller the Company pursuant heretohereto at Closing will be, are valid and binding obligations of Seller, the Company enforceable against Seller the Company in accordance with their respective terms, except as subject to the enforcement thereof may be limited by applicable effect, if any, of (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or similar laws affecting relating to the enforcement of creditors’ rights of creditors generally and subject to (b) general principles of equity, including Laws governing specific performance, injunctive relief and other equitable remedies, whether considered in an Action at Law or in equity (collectively, the “Bankruptcy and Equity Exception”). The execution, delivery and performance of this Agreement and all agreementsTransaction Documents to be executed, documents delivered and instruments executed and delivered performed by Seller the Company pursuant hereto, and the performance by the Company of the other Transactions contemplated to be performed by the Company have been duly authorized by all necessary corporate action of the Company, and no other proceedings on the part of the Company are necessary to authorize or other actions of Sellerapprove this Agreement and the Transaction Documents. Except as set forth in Schedule 2.3Section 4.2 of the Disclosure Schedule, the execution execution, delivery and delivery performance by the Company of this Agreement all Transaction Documents executed, delivered and all agreementsperformed by the Company pursuant hereto, documents and instruments to be executed and delivered by Seller pursuant hereto and the performance by the Company, of the transactions other Transactions contemplated to be performed by this Agreement and such other agreements, documents and instruments, the Company do not and will not: (i) violate or result in a violation of, conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit under any provision of Seller’s Certificate certificate of Incorporation formation, bylaws, shareholders’ agreement or By-laws, similar organizational document of the Company or cause the creation of any Claim Encumbrance upon any of its assets (including the assets of the BusinessPurchased Assets); (ii) violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any Legal Requirement provision of any Law or any Order applicable to the BusinessCompany; (iii) require from Buyer or Seller the Company any pre-closing or post-closing notice ofto, declaration or filing with, or consent or approval of any Governmental Authority or other third partyPerson; or (iv) violate or result in a violation of, or conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any Approval or (A) Material Contract of to which the Business Company is a party or by which the Company or any of its assets (including the Purchased Assets Assets) are bound or any permit(B) Permit; provided, license however, that no representation or other authorization issued warranty is made in the foregoing clauses (ii) or (iii) with respect to matters that would not, individually or in the Business by any Governmental Authority (such permitsaggregate, licenses and authorizations are collectively referred reasonably be expected to herein as the “Permits”)have a Material Adverse Effect.