Common use of Consents; No Conflict Clause in Contracts

Consents; No Conflict. Except as set forth on Schedule 2.5, no consent, authorization, permit, waiver or approval of or from, or notice to, any person or any governmental authority is required as a condition to the execution and delivery of this Agreement or the other Transaction Documents by Seller or the consummation of the transactions contemplated by this Agreement and the Transaction Documents by Seller. Except as set forth on Schedule 2.5, the execution and delivery of this Agreement and the Transaction Documents and each instrument required hereby to be executed and delivered by Seller and the consummation of the transactions contemplated hereby and thereby by Seller will not give rise to a right of termination of, contravene or constitute a default under, or be an event which with the giving of notice or passage of time or both will become a default under, or give to others any rights of termination or cancellation of, or give rise to a right of acceleration of the performance required by or maturity of, or result in the creation of any Lien, claim, cost, Tax, losses or loss of any rights with respect to the Business or the Transferred Assets pursuant to any of the terms, conditions or provisions of or under any applicable law, the Seller Organizational Documents or under any Assumed Contract.

Consents; No Conflict. Except as set forth on Schedule 2.5, no consent, authorization, grant, permit, waiver or approval of or from, or notice to, any person or Person, including, for the avoidance of doubt, any governmental authority Governmental Authority (collectively, “Authorizations”) is required as a condition to the execution and delivery of this Agreement or the other Transaction Documents by Seller or the consummation of the transactions contemplated by this Agreement and the Transaction Documents by Seller. Except as set forth on Schedule 2.5, the execution and delivery of this Agreement and the Transaction Documents and each instrument required hereby to be executed and delivered by Seller and the consummation of the transactions contemplated hereby and thereby by Seller will not give rise to a right of termination of, contravene or constitute a default under, or be an event which with the giving of notice or passage of time or both will become a default under, or give to others any rights of termination or cancellation of, or give rise to a right of acceleration of the performance required by or maturity of, or result in the creation of any Lien, claim, cost, Tax, losses or loss of any rights with respect to the Business or the Transferred Assets pursuant to any of the terms, conditions or provisions of or under any applicable law, the Seller Organizational Documents or Seller’s organizational documents, under any Assumed ContractContract or any of the Authorizations.

Consents; No Conflict. (a) Except as set forth on Schedule 2.5for the applicable requirements of the HSR Act, no consent, authorization, permit, waiver permit or approval of or from, or notice to, any person Person or any governmental authority Governmental or Regulatory Authority is required as a condition to the execution and delivery of this Agreement or any Related Agreements by either the other Transaction Documents by Seller Sellers or the Company and the consummation of the transactions contemplated by this Agreement or any Related Agreement by the Sellers and the Transaction Documents by Seller. Except as set forth on Schedule 2.5, the Company. (b) The execution and delivery of this Agreement and the Transaction Documents Related Agreements by the Sellers and each instrument required hereby to be executed and delivered by Seller the Company and the consummation of the transactions contemplated hereby and thereby by Seller the Sellers and the Company will not conflict with, give rise to a right of termination of, contravene or constitute a default under, or be an event which with the giving of notice or passage of time or both will become a default under, or give to others any rights of termination or cancellation of, or give rise to a right of acceleration of the performance required by or maturity of, or result in the creation of any Lien, claim, cost, Tax, losses Tax or loss of any rights Loss with respect to the Business either Seller or the Transferred Assets Company pursuant to any of the terms, conditions or provisions of or under any applicable lawLaw, the Seller Organizational Documents articles of incorporation or under any Assumed Contract.bylaws of the Company or