Common use of Consents; Absence of Conflicts Clause in Contracts

Consents; Absence of Conflicts. (a) Neither the execution and delivery of this Agreement or any other Transaction Document by Sellers, nor the consummation of the transactions contemplated hereby or thereby or compliance by Sellers with any of the provisions hereof or thereof, will (i) violate or breach the terms of, cause a default under, conflict with, result in the loss by any Seller of any rights or benefits under, impose on any Seller any additional or greater burdens or obligations under, create in any other Person additional or greater rights or benefits under, create in any other Person the right to accelerate, terminate, modify or cancel, require any notice or consent or give rise to any preferential purchase right, right of first refusal, right of first offer or similar right under (A) any applicable Legal Requirement or (B) any Contract used in connection with the Pipelogic Business to which any Seller is a party or by which any Seller or any of its properties are bound, including the Material Contracts or (ii) with the passage of time or the giving of notice or the taking of any action of any third party have any of the effects set forth in clause (i) of this Section 3.4(a). Sellers are not required to obtain any consent from any Person or provide any notice to any Person in connection with the consummation of the transactions contemplated by this Agreement or the other Transaction Documents. (b) Except as set forth in Schedule 3.4(b), neither the execution and delivery of this Agreement or the other Transaction Documents by Pipelogic, nor the consummation of the transactions contemplated hereby and thereby will (i) violate or breach the terms of, cause a default under, conflict with, result in the loss by Pipelogic of any rights or benefits under, impose on Pipelogic any additional or greater burdens or obligations under, create in any party additional or greater rights or benefits under, create in any party the right to accelerate, terminate, modify or cancel, require any notice or consent or give rise to any preferential purchase or similar right under (A) any applicable Legal Requirement, (B) the Pipelogic Organizational Documents, or (C) any Contract to which Pipelogic is a party or by which it, or any of its properties, is bound, including the Material Contracts; (ii) result in the creation or imposition of any Lien (other than a Permitted Lien) on any of the Pipelogic Assets or the Pipelogic Membership Interests; (iii) result in the cancellation, forfeiture, revocation, suspension or modification of any Pipelogic Asset or any existing consent, approval, authorization, license, permit, certificate or order of any Governmental Authority; or (iv) with the passage of time or the giving of notice or the taking of any action of any third party have any of the effects set forth in clauses (i), (ii) or (iii) of this Section 3.4(b). Except as set forth in Schedule 2.5(b)(v), Pipelogic is not required to obtain or provide any consent or notice in connection with the consummation of the transactions contemplated by this Agreement or the other Transaction Documents. All such consents or notices have been obtained or given (or will be obtained or given prior to the Closing) and have been (or will be prior to the Closing) furnished in writing to Buyer.

Consents; Absence of Conflicts. (a) Neither the execution and delivery of this Agreement or any other Transaction Document by SellersSeller, nor the consummation of the transactions contemplated hereby or thereby Transactions or compliance by Sellers Seller with any of the provisions hereof or thereof, will (i) violate or breach the terms of, cause a default under, conflict with, or require any notice or consent or similar right under (A) any applicable Legal Requirement, (B) the Organizational Documents of Seller, (C) any Contract to which Seller is a party or by which Seller, or any of its properties or assets, is bound, or (ii) with the passage of time or the giving of notice or the taking of any action of any third party have any of the effects set forth in clause (i) of this Section 4.3(a), in each case, other than with respect to Section 4.3(a)(i)(B) except as would not reasonably be expected, individually or in the aggregate, to prevent, materially impede or materially delay Seller’s ability to timely consummate the Transactions. Except as set forth on Schedule 4.3(a), Seller is not required to obtain or provide any consent or notice in connection with the consummation of the Transactions, except as would not reasonably be expected, individually or in the aggregate, to be material to the Company. All such consents or notices set forth on Schedule 4.3(a) have been obtained or given and have been furnished in writing to Buyer. (b) Neither the execution and delivery of this Agreement or any other Transaction Document by Seller, nor the consummation of the Transactions or compliance by Seller with any of the provisions hereof or thereof, will (i) violate or breach the terms of, cause a default under, conflict with, result in the loss by any Seller the Company of any rights or benefits under, impose on any Seller the Company any additional or greater burdens or obligations under, create in any other Person additional or greater rights or benefits under, create in any other Person the right to accelerate, terminate, modify or cancel, require any notice or consent or give rise to any preferential purchase right, right of first refusal, right of first offer or similar right under (A) any applicable Legal Requirement or (B) any Contract used in connection with the Pipelogic Business to which any Seller is a party or by which any Seller or any of its properties are bound, including the Material Contracts or (ii) with the passage of time or the giving of notice or the taking of any action of any third party have any of the effects set forth in clause (i) of this Section 3.4(a). Sellers are not required to obtain any consent from any Person or provide any notice to any Person in connection with the consummation of the transactions contemplated by this Agreement or the other Transaction Documents. (b) Except as set forth in Schedule 3.4(b), neither the execution and delivery of this Agreement or the other Transaction Documents by Pipelogic, nor the consummation of the transactions contemplated hereby and thereby will (i) violate or breach the terms of, cause a default under, conflict with, result in the loss by Pipelogic of any rights or benefits under, impose on Pipelogic any additional or greater burdens or obligations under, create in any party additional or greater rights or benefits under, create in any party the right to accelerate, terminate, modify or cancel, require any notice or consent or give rise to any preferential purchase or similar right under (A) any applicable Legal Requirement, (B) the Pipelogic Organizational Documents, Documents of the Company or (C) any Contract to which Pipelogic the Company is a party or by which itthe Company, or any of its propertiesproperties or assets, is bound, including the Material Contracts; (ii) result in the creation or imposition of any Lien (other than a Permitted Lien) on the related Company Assets or any Interests of the Pipelogic Assets or the Pipelogic Membership Interests; Company, (iii) result in the cancellation, forfeiture, revocation, suspension or adverse modification of any Pipelogic Company Asset or any Interests of the Company or any existing consent, approval, authorization, license, permit, certificate or order of any Governmental Authority; , or (iv) with the passage of time or the giving of notice or the taking of any action of any third party have any of the effects set forth in clauses (i), (ii) or (iii) of this Section 3.4(b). Except as set forth in Schedule 2.5(b)(v4.3(b), Pipelogic is in each case, other than with respect to Section 4.3(b)(i)(B), except as would not required to obtain or provide any consent or notice in connection with the consummation of the transactions contemplated by this Agreement or the other Transaction Documents. All such consents or notices have been obtained or given (or will be obtained or given prior to the Closing) and have been (or will be prior to the Closing) furnished in writing to Buyera Company Material Adverse Effect.

Consents; Absence of Conflicts. (a) Neither The execution, delivery and performance by each of Parent and the execution and delivery Merger Subs of this Agreement and the Ancillary Documents to which they are or any other Transaction Document by Sellers, nor will be a party and the consummation of the transactions contemplated hereby or thereby or compliance by Sellers with any of the provisions hereof or thereof, will Transactions: (i) do not conflict with or violate the Organizational Documents of Parent or breach the terms ofMerger Subs, cause a default underas applicable, (ii) assuming compliance with the matters referred to in Section 3.3(b), do not conflict with or violate any Law or Governmental Order to which Parent or the Merger Subs are subject or by which any material property or material asset of Parent or the Merger Subs is bound or affected, (iii) do not conflict with, result in the loss by any Seller breach of, constitute a default (or an event that, with notice or lapse of time or both, would reasonably be expected to become a default) under, or require any consent, approval, authorization, waiver or other action of any rights or benefits underPerson pursuant to, impose on any Seller any additional or greater burdens or obligations under, create in any other Person additional or greater rights or benefits under, create in any other Person the right to accelerate, terminate, modify or cancel, require any notice or consent or give rise to any preferential purchase right, right of first refusaltermination, cancellation, amendment or acceleration of any right or obligation or to a loss of first offer or similar right any benefit under (A) any applicable Legal Requirement or (B) any material Contract used in connection with the Pipelogic Business to which any Seller Parent or the Merger Subs is a party or by which any Seller or any of its properties are bound, including the Material Contracts or (ii) with the passage of time or the giving of notice or the taking of any action of any third party have any of the effects set forth in clause (i) of this Section 3.4(a). Sellers are not required to obtain any consent from any Person or provide any notice to any Person in connection with the consummation of the transactions contemplated by this Agreement or the other Transaction Documents. (b) Except as set forth in Schedule 3.4(b), neither the execution and delivery of this Agreement or the other Transaction Documents by Pipelogic, nor the consummation of the transactions contemplated hereby and thereby will (i) violate or breach the terms of, cause a default under, conflict with, result in the loss by Pipelogic of any rights or benefits under, impose on Pipelogic any additional or greater burdens or obligations under, create in any party additional or greater rights or benefits under, create in any party the right to accelerate, terminate, modify or cancel, require any notice or consent or give rise to any preferential purchase or similar right under (A) any applicable Legal Requirement, (B) the Pipelogic Organizational Documents, or (C) any Contract to which Pipelogic is a party or by which it, or any of its properties, is bound, including the Material Contracts; (iiiv) result in the creation or imposition of any Lien on any asset of Parent and the Merger Subs (other than Permitted Liens) except, in each case, as would not reasonably be expected, individually or in the aggregate, to have a Permitted Lienmaterial adverse effect on the ability of Parent or the Merger Subs to consummate the Transactions. (b) on any The execution, delivery and performance by Xxxxxx and the Merger Subs of this Agreement and the Ancillary Documents to which they are or will be a party and the consummation of the Pipelogic Assets Transactions, do not require Parent and the Merger Subs to file, seek or the Pipelogic Membership Interests; (iii) result in the cancellationobtain any notice, forfeiture, revocation, suspension or modification of any Pipelogic Asset or any existing consentauthorization, approval, authorizationGovernmental Order, license, permit, certificate Permit or order consent of or with any Governmental Authority; or , except for (ivi) compliance with the passage of time or the giving of notice or the taking of any action of any third party have any applicable requirements of the effects set forth in clauses (i)HSR Act and the expiration or termination of the applicable waiting period thereunder, (ii) or permits, approvals, clearances, non-objections and consents of the Governmental Authorities listed on Section 6.1(a) of the Disclosure Schedule, (iii) the filing of this Section 3.4(b). Except as set forth in Schedule 2.5(b)(v), Pipelogic is not required to obtain or provide any consent or notice in connection the First Merger Certificate of Merger with the consummation Secretary of State of the transactions contemplated by this Agreement or State of Delaware and (iv) the other Transaction Documents. All such consents or notices have been obtained or given (or will be obtained or given prior to filing of the Closing) and have been (or will be prior to Second Merger Certificate of Merger with the Closing) furnished in writing to BuyerSecretary of State of the State of Delaware.