Common use of Conflicts; Consents and Approvals Clause in Contracts

Conflicts; Consents and Approvals. Except as set forth in Section 5.4 to the disclosure schedule delivered by the Purchaser to the Sellers and dated the date hereof (the "Purchaser's Disclosure Schedule"), neither the execution and delivery of the Transaction Agreements by the Purchaser nor the consummation of the transactions contemplated hereby or thereby will: 5.4.1 conflict with, or result in a breach of any provision of, the Purchaser's restated certificate of incorporation or by-laws, as amended; 5.4.2 violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser or any of its subsidiaries is a party; 5.4.3 violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser or any of its subsidiaries or their respective properties or assets; or 5.4.4 require any action or consent or approval of, or review by, or registration or filing by the Purchaser or any of its Affiliates with, any third party or any Governmental Authority, other than (i) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (ii) as required by the HSR Act, except, in the case of Sections 5.4.2, 5.4.3 and 5.4.4, for any of the foregoing that would not, individually or in the aggregate, have a material adverse effect on the consolidated financial condition or consolidated results of operations of the Purchaser or upon the ability of the parties to consummate the transactions contemplated hereby.

Conflicts; Consents and Approvals. Except as set forth in Section 5.4 to the disclosure schedule delivered by the Purchaser to the Sellers and dated the date hereof (the "Purchaser's Disclosure Schedule"), neither Neither the execution and delivery of the Transaction Agreements this Agreement by the Purchaser Xxxxxx, nor the consummation of the transactions contemplated hereby or thereby by this Agreement will: 5.4.1 (a) conflict with, or result in a breach of any provision of, the Purchaser's restated Xxxxxx Certificate or the Xxxxxx By-laws or the certificate of incorporation or by-laws, as amendedlaws of any of Xxxxxx'x subsidiaries; 5.4.2 (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser Xxxxxx or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser Xxxxxx or any of its subsidiaries is a party; 5.4.3 (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser Xxxxxx or any of its subsidiaries or any of their respective properties or assets; or 5.4.4 (d) require any action or consent or approval of, or review by, or registration or filing by the Purchaser Xxxxxx or any of its Affiliates subsidiaries with, any third party or any Governmental Authority, other than (i) adoption of this Agreement and the transactions contemplated by this Agreement by the holders of Xxxxxx Common Stock, (ii) actions required by the HSR Act, if applicable, (iii) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement, and (iv) consents or (iiapprovals of any Governmental Authority set forth in Section 4.5 to the Xxxxxx Disclosure Schedule; except in the case of Section 4.5(b) as required by is set forth in Section 4.5(b) to the HSR ActXxxxxx Disclosure Schedule, exceptand, in the case of Sections 5.4.2, 5.4.3 4.5(c) and 5.4.4, 4.5(d) for any of the foregoing that would could not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Xxxxxx or a material adverse effect on the consolidated financial condition or consolidated results of operations of the Purchaser or upon the ability of the parties to this Agreement to consummate the transactions contemplated herebyby this Agreement.

Conflicts; Consents and Approvals. Except as set forth in Section 5.4 to the disclosure schedule delivered by the Purchaser to the Sellers and dated the date hereof (the "Purchaser's Disclosure Schedule"), neither Neither the execution and delivery of this Agreement or any of the other Transaction Agreements by the Purchaser Agreements, nor the consummation of the transactions contemplated hereby or thereby thereby, will: 5.4.1 4.3.1 conflict with, or result in a breach of any provision of, the Purchaser's restated certificate of incorporation incorporation, bylaws or by-laws, as amendedother organizational document of the Sellers; 5.4.2 4.3.2 violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of either of the Purchaser or any of its subsidiaries Sellers under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which either of the Purchaser or any of its subsidiaries Sellers is a partyparty except to the extent waived in writing by the other party thereto; 5.4.3 4.3.3 violate any order, writ, injunction, decree, statute, rule or regulation applicable to either of the Purchaser Sellers or any of its subsidiaries or their respective properties or assets; or 5.4.4 4.3.4 require any action or consent or approval of, or review by, or registration or filing by the Purchaser Sellers or any of its Affiliates their affiliates with, any third party or any Governmental Authority, other than (i) approval of the sale of the Stadtlander Shares contemplated hereby by the shareholders of the Cxxxxxxx Xxxler, (ii) actions required by the HSR Act, (iii) registrations or other actions required under Canadian, federal and state securities laws as are contemplated by this Agreement, Agreement and (iv) consents or (ii) as required by approvals of any Governmental Authority set forth in Section 4.3 to the HSR Act, except, Companies' Disclosure Schedule; except in the case of Sections 5.4.24.3.2, 5.4.3 4.3.3 and 5.4.4, 4.3.4 for any of the foregoing that would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Change with respect to the Sellers taken as a whole or a material adverse effect on the consolidated financial condition or consolidated results of operations of the Purchaser or upon the ability of the parties hereto to consummate the transactions contemplated hereby.

Conflicts; Consents and Approvals. Except as set forth in Section 5.4 to the disclosure schedule delivered by the Purchaser to the Sellers and dated the date hereof (the "Purchaser's Disclosure Schedule"), neither Neither the execution and delivery of this Agreement or any of the other Transaction Agreements by the Purchaser Agreements, nor the consummation of the transactions contemplated hereby or thereby thereby, will: 5.4.1 4.3.1 conflict with, or result in a breach of any provision of, the Purchaser's restated certificate of incorporation incorporation, bylaws or by-laws, as amendedother organizational document of the Sellers; 5.4.2 4.3.2 violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of either of the Purchaser or any of its subsidiaries Sellers under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which either of the Purchaser or any of its subsidiaries Sellers is a partyparty except to the extent waived in writing by the other party thereto; 5.4.3 4.3.3 violate any order, writ, injunction, decree, statute, rule or regulation applicable to either of the Purchaser Sellers or any of its subsidiaries or their respective properties or assets; or 5.4.4 4.3.4 require any action or consent or approval of, or review by, or registration or filing by the Purchaser Sellers or any of its Affiliates their affiliates with, any third party or any Governmental Authority, other than (i) approval of the sale of the Stadxxxxxxx Xxxres contemplated hereby by the shareholders of the Canadian Seller, (ii) actions required by the HSR Act, (iii) registrations or other actions required under Canadian, federal and state securities laws as are contemplated by this Agreement, Agreement and (iv) consents or (ii) as required by approvals of any Governmental Authority set forth in Section 4.3 to the HSR Act, except, Companies' Disclosure Schedule; except in the case of Sections 5.4.24.3.2, 5.4.3 4.3.3 and 5.4.4, 4.3.4 for any of the foregoing that would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Change with respect to the Sellers taken as a whole or a material adverse effect on the consolidated financial condition or consolidated results of operations of the Purchaser or upon the ability of the parties hereto to consummate the transactions contemplated hereby.

Conflicts; Consents and Approvals. Except as set forth in Section 5.4 to the disclosure schedule delivered by the Purchaser to the Sellers and dated the date hereof (the "Purchaser's Disclosure Schedule"), neither Neither the execution and delivery by Stockholder of this Agreement, the Transaction Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by Stockholder in connection with this Agreement and the Purchaser Ancillary Agreements, nor the consummation of the transactions contemplated hereby or thereby and thereby, will: 5.4.1 5.3.1 conflict with, or result in a breach of any provision of, the Purchaser's restated certificate organizational documents of incorporation (a) Stockholder or by-laws, as amended(b) any Affiliate of Stockholder which is a party to the Ancillary Agreements or any other agreements and instruments to be executed and delivered in connection therewith; 5.4.2 5.3.2 violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any lien, security interest, charge or encumbrance Encumbrance upon any of the Stockholder Parent Shares or any of the other properties or assets of the Purchaser or any of its subsidiaries under, Stockholder under any of the terms, conditions or provisions of (a) any noteorganizational documents of Stockholder, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation (b) any Contract to which the Purchaser Stockholder is a party or to which any of its subsidiaries properties or assets may be bound, or (c) any permit, registration, approval, license or other authorization or filing to which Stockholder is a partysubject or to which any of its properties or assets may be subject; 5.4.3 5.3.3 violate any order, writ, or injunction, or any material decree, statute, rule or regulation material Law applicable to the Purchaser Stockholder or any of its subsidiaries or their respective properties or assets; or; 5.4.4 5.3.4 require any action or action, consent or approval of, or review by, or registration or filing by the Purchaser or any of its Affiliates Stockholder with, any third party or any Governmental Authority, other than (i) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (ii) as required by the HSR Act; or 5.3.5 require any action, except, consent or approval of any non-governmental third party; except in the case of Sections 5.4.2, 5.4.3 and 5.4.4, 5.3.2 or 5.3.5 for any of the foregoing that would notitems specified therein (other than Encumbrances upon the Stockholder Parent Shares) that, individually or in the aggregate, (i) have not had and could not reasonably be excepted to have a material adverse effect Material Adverse Effect on the consolidated financial condition Stockholder or consolidated results of operations of the Purchaser or upon (ii) would not materially impair the ability of the parties Stockholder to timely consummate the transactions contemplated hereby.

Conflicts; Consents and Approvals. Except as set forth in Section 5.4 to the disclosure schedule delivered by the Purchaser to the Sellers and dated the date hereof (the "Purchaser's Disclosure Schedule"), neither Neither the execution and delivery of the Transaction Agreements this Agreement by the Purchaser Buyer nor the consummation of the transactions contemplated hereby or thereby will: 5.4.1 (a) conflict with, or result in a breach of any provision of, of the Purchaser's restated certificate Certificate of incorporation Incorporation (or by-lawsArticles of Incorporation, as amendedthe case may be) or Bylaws of Buyer; 5.4.2 (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser Buyer or any of its subsidiaries Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other otherwise instrument or obligation to which the Purchaser Buyer or any of its subsidiaries Subsidiaries is a party; 5.4.3 (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser Buyer or any of its subsidiaries Subsidiaries or any of their respective properties or assets; or 5.4.4 (d) require any action or consent or approval of, or review by, or registration or filing by the Purchaser Buyer or any of its Affiliates affiliates with, any third party or any Governmental AuthorityEntity, other than (i) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, Agreement or (ii) as required by consents or approvals of any Governmental Entity set forth in Section 3.4 to the HSR Act, except, Buyer Disclosure Schedule; except in the case of Sections 5.4.2(b), 5.4.3 (c) and 5.4.4, (d) for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Buyer and its Subsidiaries taken as a whole or a material adverse effect on the consolidated financial condition or consolidated results of operations of the Purchaser or upon the ability of the parties to consummate the transactions contemplated hereby.

Conflicts; Consents and Approvals. Except as set forth in Section 5.4 to the disclosure schedule delivered by the Purchaser to the Sellers and dated the date hereof (the "Purchaser's Disclosure Schedule"), neither Neither the execution and delivery by Parent of this Agreement, nor the execution and delivery by Parent or Splitco of the Transaction Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by any of them in connection with this Agreement and the Purchaser Ancillary Agreements, nor the consummation of the transactions contemplated hereby and thereby, nor the performance of any such Person's obligations hereunder or thereby thereunder will: 5.4.1 4.4.1 conflict with, or result in a breach of any provision of, the Purchaser's restated certificate organizational documents of incorporation (a) Parent or by-laws, as amended(b) Splitco; 5.4.2 4.4.2 except as set forth in Section 4.4.2 of the Parent Disclosure Letter, violate, or conflict with, or result in a breach of any provision of, or constitute a change of control or default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or require any (other than a minor or immaterial) action, consent, waiver or approval of any third party or entitle any party Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any lien, security interest, charge or encumbrance Encumbrance upon any of the properties or assets of the Purchaser Business or any of its subsidiaries under, the Splitco Shares under any of the terms, conditions or provisions of (a) the organizational documents of Parent, the Parent Entities or Splitco, (b) any noteContract to which Parent, bondthe Parent Entities (with respect to the Business) or Splitco is a party or to which any of their respective properties or assets (including the Business Assets) may be bound or (c) any permit, mortgageregistration, indentureapproval, deed of trust, license, contract, undertaking, agreement, lease license or other instrument authorization or obligation filing to which Parent, the Purchaser Parent Entities (with respect to the Business) or Splitco is subject or to which any of its subsidiaries is a partytheir respective properties or assets (including the Business Assets) may be subject; 5.4.3 4.4.3 [RESERVED]; 4.4.4 violate any order, writ, or injunction, or any decree, statute, rule or regulation any Law applicable to Parent, the Purchaser Parent Entities or Splitco, or any of its subsidiaries or their respective properties or assetsassets (including the Business Assets) or to the Business; or 5.4.4 4.4.5 except as set forth in Section 4.4.5 of the Parent Disclosure Letter, require any action (other than a minor or immaterial) action, consent or approval of, or review by, or registration or filing by Parent, the Purchaser Parent Entities or any of its Affiliates Splitco with, any third party or any Governmental Authority, other than (i) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (ii) as required by the Xxxx Xxxxx Xxxxxx Antitrust Improvements of 1976, as amended (the "HSR Act, except, in the case of Sections 5.4.2, 5.4.3 and 5.4.4, for any of the foregoing that would not, individually or in the aggregate, have a material adverse effect on the consolidated financial condition or consolidated results of operations of the Purchaser or upon the ability of the parties to consummate the transactions contemplated hereby").

Conflicts; Consents and Approvals. Except as set forth in Section 5.4 to the disclosure schedule delivered by the Purchaser to the Sellers and dated the date hereof (the "Purchaser's Disclosure Schedule"), neither Neither the execution and delivery of the Transaction Agreements by the Purchaser this Agreement nor the consummation of the transactions contemplated hereby or thereby will: 5.4.1 5.3.1 conflict with, or result in a breach of any provision of, the each Purchaser's restated certificate of incorporation or incorporation, by-laws, as amendedcode of regulations or other organizational documents; 5.4.2 5.3.2 violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of either of the Purchaser Purchasers or any of its subsidiaries their respective Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which either of the Purchaser Purchasers or any of its subsidiaries their Subsidiaries is a party; 5.4.3 5.3.3 violate any order, writ, injunction, decree, statute, rule or regulation applicable to either of the Purchaser Purchasers or any of its subsidiaries their respective Subsidiaries or any of their respective properties or assets; or 5.4.4 5.3.4 require any action or consent or approval of, or review by, or registration or filing by either of the Purchaser Purchasers or any of its Affiliates with, any third party or any Governmental Authority, other than (i) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (ii) as required by the HSR Act, except, ; except as contemplated by Section 7.1.5 with respect to the Order and except in the case of Sections 5.4.25.3.2, 5.4.3 5.3.3 and 5.4.4, 5.3.4 for any of the foregoing that would could not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Change with respect to the Purchasers and their Subsidiaries or a material adverse effect on the consolidated financial condition or consolidated results ability of operations either of the Purchaser or upon the ability of the parties Purchasers to consummate the transactions contemplated hereby.

Conflicts; Consents and Approvals. Except as set forth in Section 5.4 to the disclosure schedule delivered by the Purchaser to the Sellers and dated the date hereof (the "Purchaser's Disclosure Schedule"), neither Neither the execution and delivery of the Transaction Agreements by the Purchaser this Agreement, nor the consummation of the transactions contemplated hereby or thereby hereby, will: 5.4.1 4.3.1 conflict with, or result in a breach of any provision of, the Purchaser's restated certificate of incorporation or by-laws, as amendedlaws of the Sellers; 5.4.2 4.3.2 violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance Encumbrance upon any of the properties or assets of the Purchaser or any of its subsidiaries Sellers under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease lease, arrangement or understanding or other instrument or obligation to which either of the Purchaser or any of its subsidiaries Sellers is a party; 5.4.3 4.3.3 violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser Sellers or any of its subsidiaries or their respective properties or assets; or 5.4.4 4.3.4 require any action or consent or approval of, or review by, or registration or filing by the Purchaser Sellers or any of its Affiliates affiliates with, any third party or any Governmental Authority, other than (i) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (ii) as required by the HSR Act, except, the FDA Act or any state law comparable to the FDA Act and (ii) consents or approvals of any third party or Governmental Authority set forth in Section 3.5 of the Corporations' Disclosure Schedule; except as contemplated by Section 7.1.5 with respect to the Order and except in the case of Sections 5.4.24.3.2, 5.4.3 4.3.3 and 5.4.4, 4.3.4 for any of the foregoing that would could not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Change with respect to the Sellers and the Consolidated Companies or a material adverse effect on the consolidated financial condition or consolidated results of operations of the Purchaser or upon the ability of the parties hereto to consummate the transactions contemplated hereby.

Conflicts; Consents and Approvals. Except as set forth in Section 5.4 to the disclosure schedule delivered by the Purchaser to the Sellers Counsel Entities and dated the date hereof November 8, 1998 (the "Purchaser's Disclosure Schedule"), neither the execution and delivery of the Transaction Agreements by the Purchaser nor the consummation of the transactions contemplated hereby or thereby will: 5.4.1 conflict with, or result in a breach of any provision of, the Purchaser's restated certificate of incorporation or by-laws, as amended; 5.4.2 violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Purchaser or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser or any of its subsidiaries is a party; 5.4.3 violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser or any of its subsidiaries or their respective properties or assets; or 5.4.4 require any action or consent or approval of, or review by, or registration or filing by the Purchaser or any of its Affiliates with, any third party or any Governmental Authority, other than (i) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (ii) as required by the HSR Act, except, in the case of Sections 5.4.2, 5.4.3 and 5.4.4, for any of the foregoing that would not, individually or in the aggregate, have a material adverse effect on the consolidated financial condition or consolidated results of operations of the Purchaser or upon the ability of the parties to consummate the transactions contemplated hereby.

Conflicts; Consents and Approvals. Except as set forth in Section 5.4 to the disclosure schedule delivered by the Purchaser to the Sellers and dated the date hereof (the "Purchaser's Disclosure Schedule"), neither Neither the execution and delivery of the Transaction Agreements this Agreement by the Purchaser Seller, nor the consummation of the transactions contemplated hereby or thereby will: 5.4.1 conflict Conflict with, or result in a breach of any provision of, the Purchaser's restated certificate of incorporation Xsilogy Articles or by-laws, as amendedthe Xsilogy Bylaws; 5.4.2 violate, Violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance Encumbrance upon any of the properties or assets of the Purchaser or any of its subsidiaries Seller under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which the Purchaser or any of its subsidiaries Seller is a party, including without limitation, any Contract; 5.4.3 violate Violate any (i) order, writ, injunction, decree, statuteruling, rule assessment, arbitration, or regulation award of any governmental authority or arbitrator or (ii) applicable laws relating to the Purchaser Seller or any of its subsidiaries or their respective properties or assets; or 5.4.4 Except as set forth in Section 5.4.4 of the Xsilogy Disclosure Schedule, require any action or consent or approval of, or review by, or registration or filing by the Purchaser Seller or any of its Affiliates affiliates with, any third party or any Governmental Authoritygovernmental authority, other than (i) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (ii) as required by the HSR Act, except, in the case approval of Sections 5.4.2, 5.4.3 and 5.4.4, for any of the foregoing that would not, individually or in the aggregate, have a material adverse effect on the consolidated financial condition or consolidated results of operations of the Purchaser or upon the ability of the parties to consummate the transactions contemplated herebyhereby by the Xsilogy Stockholders.

Conflicts; Consents and Approvals. Except as set forth Except, in Section 5.4 the case of Sections 4.3.3, 4.3.4 and 4.3.5, for actions, consents, waivers, orders, permits, authorizations, approvals, reviews, registrations or filings not obtained, made or given or violations that, individually or in the aggregate, would not reasonably be expected to the disclosure schedule delivered by the Purchaser to the Sellers and dated the date hereof (the "Purchaser's Disclosure Schedule")be material, neither the execution and delivery by OEP of the Transaction Agreements by the Purchaser this Agreement, nor the consummation of the transactions contemplated hereby or thereby hereby, nor performance by OEP of its obligations herein, will: 5.4.1 4.3.1 conflict with, or result in a breach of any provision of, the Purchaser's restated certificate organizational documents of incorporation or by-laws, as amendedOEP; 5.4.2 4.3.2 violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event whichthat, with or without the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance Encumbrance upon any of the properties or assets of the Purchaser or any of its subsidiaries under, OEP under any of the terms, conditions or provisions of (a) any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation Contract to which the Purchaser OEP is a party or to which any of its subsidiaries properties or assets may be bound, or (b) any permit, registration, approval, license or other authorization or filing to which OEP is a party; 5.4.3 violate any order, writ, injunction, decree, statute, rule subject or regulation applicable to the Purchaser or which any of its subsidiaries or their respective properties or assets; orassets may be subject; 5.4.4 4.3.3 require any action or consent action, consent, waiver, order, permit, authorization or approval of, or review by, or registration or filing by the Purchaser OEP with, any non-governmental third party; 4.3.4 violate any order, writ, or injunction, or any material decree, or material Law applicable to OEP or any of its Affiliates properties or assets; or 4.3.5 require any action, consent, waiver, order, permit, authorization or approval of, or review by, or registration or filing by OEP with, any third party or any Governmental Authority, other than (i) registrations or other actions required under federal and state securities laws as are contemplated by this Agreement, or (ii) as required by taken in accordance with the HSR Act, except, Antitrust Laws set forth in the case of Sections 5.4.2, 5.4.3 and 5.4.4, for any Section 3.4.5 of the foregoing that would not, individually or in the aggregate, have a material adverse effect on the consolidated financial condition or consolidated results of operations of the Purchaser or upon the ability of the parties Sellers’ Disclosure Schedule. Back to consummate the transactions contemplated hereby.Contents