Common use of Consents; No Breach Clause in Contracts

Consents; No Breach. All consents, permits, authorizations and approvals from any person or entity that are required pursuant to applicable law, or agreement or otherwise in connection with the execution, delivery and performance of this Agreement by NeoPath are set forth in Section 2.12 of the NeoPath Disclosure Schedule, other than those which the failure to obtain would reasonably be expected to have a NeoPath Material Adverse Effect. Subject to any prior approval requirements set forth in Section 2.12 of the NeoPath Disclosure Schedule, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the Articles of Incorporation or Bylaws of NeoPath; (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in a material modification of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which NeoPath is a party or to which NeoPath or any of their assets or properties is bound or subject; (iii) violate any statute, law or regulation of any jurisdiction or any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body applicable to or binding upon NeoPath or any of their securities, properties, assets or business; (iv) violate any material Permit; (v) require any filing with, notice to, or approval or consent of any foreign, federal, state, local or other governmental or regulatory body or any other person or entity; (vi) give rise to any obligation to make any material payment; or (vii) result in the creation of any material lien or encumbrance on the assets or properties of NeoPath, excluding from the foregoing clauses (ii), (iii), (iv) and (v) any exceptions to the foregoing that, in the aggregate, would not reasonably be expected to have a NeoPath Material Adverse and the following: (y) the filing of the Merger Documents with the Secretary of State of the State of Washington and the Secretary of State of the State of Delaware and (z) the filing with the SEC of (A) the Proxy Statement (as defined in Section 4.9 below) and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby.

Consents; No Breach. All consents, permits, authorizations and approvals from any person or entity that are required pursuant to applicable law, or agreement or otherwise in connection with the execution, delivery and performance of this Agreement by NeoPath are set forth in Section 2.12 of the NeoPath Disclosure Schedule, other than those which the failure to obtain would reasonably be expected to have a NeoPath Material Adverse Effect. Subject to any prior approval requirements set forth in Section 2.12 of the NeoPath Disclosure Schedule, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the Articles of Incorporation or Bylaws of NeoPath; (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in a material modification of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which NeoPath is a party or to which NeoPath or any of their assets or properties is bound or subject; (iii) violate any statute, law or regulation of any jurisdiction or any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body applicable to or binding upon NeoPath or any of their securities, properties, assets or business; (iv) violate any material Permit; (v) require any filing with, notice to, or approval or consent of any foreign, federal, state, local or other governmental or regulatory body or any other person or entity; (vi) give rise to any obligation to make any material payment; or (vii) result in the creation of any material lien or encumbrance on the assets or properties of NeoPath, excluding from the foregoing clauses (ii), (iii), (iv) and (v) any exceptions to the foregoing that, in the aggregate, would not reasonably be expected to have a NeoPath Material Adverse and the following: (y) the filing of the Merger Documents with the Secretary of State of the State of Washington and the Secretary of State of the State of Delaware and (z) the filing with the SEC of (A) the Proxy Statement (as defined in Section 4.9 below) and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and thereby.or

Consents; No Breach. All consents, permits, authorizations and approvals from any person pursuant to applicable law or entity contracts or other agreements with Buyer that are required pursuant to applicable law, or agreement or otherwise in connection with the execution, delivery and performance of Buyer's obligations under this Agreement by NeoPath are set forth in Section 2.12 Schedule 3.2(c) hereto, except for those the absence of the NeoPath Disclosure Schedule, other than those which the failure to obtain would reasonably be expected to not have a NeoPath Material Adverse Effectmaterial adverse effect on the financial condition, business assets, operations or prospects of Buyer or the ability of Buyer to consummate the transactions contemplated hereby. Subject to any prior approval requirements set forth in Section 2.12 of the NeoPath Disclosure Schedule, the The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of the Articles Certificate of Incorporation or Bylaws By-laws of NeoPathBuyer; (ii) upon waiver by the holders of not less than fifty-one percent (51%) of the shares of Buyer's common stock, $0.01 par value, entitled to registration rights as set forth in that certain Rights Agreement dated November 22, 1996 (as amended to date, the "Rights Agreement") by and among Buyer and certain of its Stockholders, which waiver Buyer shall obtain before the Closing Date, violate, conflict with or result in the breach of any of the terms or conditions of, result in a material modification of the effect of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which NeoPath Buyer is a party or to which NeoPath it or any of their its assets or properties is may be bound or subject; (iii) violate any statute, law or regulation of any jurisdiction or any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body applicable to against, or binding upon, Buyer or upon NeoPath or any of their the securities, properties, assets or businessbusiness of Buyer; (iv) violate any material Permitstatute, law or regulation of any jurisdiction as such statute, law or regulation relates to Buyer or to the securities, properties, assets or business of Buyer; (v) require any filing with, notice to, or the approval or consent of any foreign, federal, state, local or other governmental or regulatory body or any other person or entity; (vi) give rise to any obligation to make any material paymentbody; or (viivi) result in the creation of any material lien or other encumbrance on the assets or properties of NeoPath, excluding from the foregoing clauses (ii), (iii), (iv) and (v) any exceptions to the foregoing that, in the aggregate, would not reasonably be expected to have a NeoPath Material Adverse and the following: (y) the filing of the Merger Documents with the Secretary of State of the State of Washington and the Secretary of State of the State of Delaware and (z) the filing with the SEC of (A) the Proxy Statement (as defined in Section 4.9 below) and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and therebyBuyer.

Consents; No Breach. All consents, permits, authorizations and approvals from any person pursuant to applicable law or entity contracts or other agreements with Seller that are required pursuant to applicable law, or agreement or otherwise in connection with the execution, delivery and performance of Seller's obligations under this Agreement by NeoPath Agreement, or the assignment of the Purchased Assets are set forth in Section 2.12 on Schedule 3.1(d) hereto except for those the absence of the NeoPath Disclosure Schedule, other than those which the failure to obtain would reasonably be expected to not have a NeoPath Material Adverse Effectmaterial adverse effect on the Purchased Assets. Subject to any prior approval requirements set forth in Section 2.12 of the NeoPath Disclosure Schedule, the The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (iA) violate any provision of the Articles Certificate of Incorporation or Bylaws By-laws of NeoPathSeller; (iiB) except as set forth on Schedule 3.1(d) hereto, violate, conflict with or result in the breach of any of the terms or conditions of, result in a material modification of the effect of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which NeoPath Seller is a party or to which NeoPath or any of their assets or properties is the Purchased Assets may be bound or subjectsubject except for those the absence of which would not, individually or in the aggregate, have a material adverse effect on the Purchased Assets; (iiiC) materially violate any statute, law or regulation of any jurisdiction or any material order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body applicable to against, or binding upon, Seller or upon NeoPath or any of their securities, properties, assets or businessthe Purchased Assets; (ivD) materially violate any material Permitstatute, law or regulation of any jurisdiction as such statute, law or regulation relates to Seller or to any of the Purchased Assets; (vE) except as set forth in Schedule 3.1(d) hereto, require any filing with, notice to, or the approval or consent of any foreign, federal, state, local or other governmental or regulatory body or the approval or consent of any other person or entity; (vi) give rise to any obligation to make any material paymentperson; or (viiF) result in the creation of any material lien or other encumbrance on the assets or properties of NeoPath, excluding from the foregoing clauses (ii), (iii), (iv) and (v) any exceptions to the foregoing that, in the aggregate, would not reasonably be expected to have a NeoPath Material Adverse and the following: (y) the filing of the Merger Documents with the Secretary of State of the State of Washington and the Secretary of State of the State of Delaware and (z) the filing with the SEC of (A) the Proxy Statement (as defined in Section 4.9 below) and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and therebyPurchased Assets.