Common use of Consents; No Violation Clause in Contracts

Consents; No Violation. None of the execution and delivery of this Agreement by the Company, the consummation of the transactions contemplated hereby or the discharge of its obligations hereunder will, except as set forth on the Disclosure Schedule (i) conflict with, or result in a breach or a violation of, any provision of the Certificate of Incorporation or By-laws of the Company or any of its subsidiaries; (ii) constitute, with or without notice, the passage of time or both, a breach, violation or default, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment, acceleration or the loss of any material benefit under any Laws or any mortgage, indenture, lease, license, agreement or other instrument of the Company or any of its subsidiaries, or to which the Company or any of its subsidiaries or any of their respective properties is subject, except for breaches, violations, defaults, liens, or rights of termination, modification, cancellation, prepayment or acceleration which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company or materially adversely affect the ability of the Company to consummate the transactions contemplated hereby; or (iii) require any consent, approval or authorization of, notification to, or filing with, any Governmental Entity or from any other third parties, on the part of the Company or any of its subsidiaries other than (v) required consents identified on the Disclosure Schedule, (w) the filing of a certificate of merger with respect to the Merger in accordance with the DGCL, (x) filings required under the HSR Act, (y) any applicable filings under federal and state securities laws or state anti-takeover laws, and (z) consents, approvals, authorizations, notifications or filings the failure of which to be obtained or made would not reasonably be expected, individually or in the aggregate, to have a

Consents; No Violation. None of Neither the execution execution, delivery and delivery performance of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby or the discharge of its obligations hereunder will, except as set forth on the Disclosure Schedule will (ia) conflict with, or result in a breach or a violation of, any provision of the Certificate Articles of Incorporation or By-laws Bylaws of the Company or any of its subsidiariesCompany; (iib) except as otherwise provided on Schedule 3.2.4 constitute, with or without notice, the passage of time or bothtime, a breach, violation or default, create a Lienlien, or give rise to any right of termination, modification, cancellation, prepaymentprepayment or acceleration, acceleration or the loss of any material benefit under any Laws order, writ, injunction, decree, statute, rule or regulation, governmental permit or license, or any mortgage, indenture, lease, license, agreement or other instrument of the Company or any of its subsidiariesSubsidiaries, or to which the Company or any of its subsidiaries Subsidiaries or any of their respective properties is subject, except for breaches, violations, defaults, liens, liens or rights of termination, modification, cancellation, prepayment or acceleration which would not reasonably be expectednot, individually singly or in the aggregate, to have a Material Adverse Effect on the Company or materially adversely affect the ability of the Company to consummate the transactions contemplated hereby; or (iiic) require any consent, approval or authorization of, notification to, or filing with, any Governmental Entity or from any other third parties, on the part of the Company or any of its subsidiaries Subsidiaries, other than (v) required consents identified on the Disclosure Schedule, (wi) the filing of a the certificate of merger with respect to the Merger in accordance with the DGCLMBCA, (xii) filings required with the Commission under the HSR Exchange Act, (y) any applicable filings under federal and state securities laws or state anti-takeover laws, and (ziii) consents, approvals, authorizations, notifications or filings the failure of which to be obtained obtain or made make would not reasonably be expectednot, individually or in the aggregate, to have aa Material Adverse Effect.

Consents; No Violation. None of Neither the execution and delivery of this Agreement by the Company, Parent and Purchaser nor the consummation of the transactions contemplated hereby or the discharge of its obligations hereunder will, except as set forth on the Disclosure Schedule by this Agreement will (ia) conflict with, or result in a any breach or a violation of, any provision of the Certificate Articles of Incorporation or By-laws Bylaws of the Company Purchaser or any of its subsidiariesParent; (iib) assuming that all consents, authorizations, approvals contemplated by subsection (c) below have been obtained and all filings described therein have been made, constitute, with or without notice, the passage of time or bothtime, a breach, violation or default, create a Lienlien, or give rise to any right of termination, modification, cancellation, prepaymentprepayment or acceleration, acceleration or the loss of any material benefit under any Laws order, writ, injunction, decree, law, statute, rule or regulation, governmental permit or license, or any mortgage, indenture, lease, license, agreement or other instrument of Parent, the Company Purchaser or any of its their respective subsidiaries, or to which Parent, the Company Purchaser or any of its their respective subsidiaries or any of their respective properties is subject, subject (except for breaches, violations, defaults, liens, or rights of termination, modification, cancellation, prepayment or acceleration which would not reasonably be expectednot, individually singly or in the aggregate, to have a Material Adverse Effect material adverse effect on the Company business, financial condition, assets, liabilities, results of operations or materially prospects (the "Business Condition") of Parent and its subsidiaries taken as a whole) or adversely affect the ability of Parent or the Company Purchaser to consummate the transactions contemplated hereby; or (iiic) require any consent, approval or authorization of, notification to, or filing with, any court, governmental agency or regulatory or administrative authority, (each, a "Governmental Entity or from any other third partiesEntity"), on the part of Parent or the Company or any of its subsidiaries Purchaser, other than (v) required consents identified on the Disclosure Schedule, (wi) the filing of a certificate of merger with respect to the Merger in accordance with the DGCLMBCA and the laws of such other states as may be applicable, (xii) filings required with the Commission under the HSR Exchange Act, (yiii) any applicable filings under federal and state securities laws securities, "Blue Sky" or state anti-takeover laws, and (ziv) consents, approvals, authorizations, notifications or filings the failure of which to be obtained obtain or made make would not reasonably be expectednot, individually singly or in the aggregate, have a material adverse effect on the Business Condition of Parent or its subsidiaries taken as a whole or the ability of Parent or the Purchaser to have aconsummate the transactions contemplated hereby.

Consents; No Violation. None of the execution and delivery of this Agreement by the Company, the consummation of the transactions contemplated hereby or the discharge of its obligations hereunder will, except as set forth on the Disclosure Schedule Schedule, (i) conflict with, or result in a breach or a violation of, any provision of the Certificate of Incorporation or By-laws of the Company or any of its subsidiaries; (ii) constitute, with or without notice, the passage of time or both, a breach, violation or default, create a Lien, or give rise to any right of termination, modification, cancellation, prepayment, acceleration or the loss of any material benefit benefit, under any Laws or any mortgage, indenture, lease, license, agreement or other instrument of the Company or any of its subsidiaries, or to which the Company or any of its subsidiaries or any of their respective properties is subject, except for breaches, violations, defaults, liens, or rights of termination, modification, cancellation, prepayment or acceleration which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company or materially adversely affect the ability of the Company to consummate the transactions contemplated hereby; or (iii) require any consent, approval or authorization of, notification to, or filing with, any Governmental Entity or from any other third partiesparty, on the part of the Company or any of its subsidiaries other than (v) required consents identified on the Disclosure Schedule, (w) the filing of a certificate of merger with respect to the Merger in accordance with the DGCL, (x) filings required under the HSR Act, (y) any applicable filings under federal and state securities laws or state anti-takeover laws, and (z) consents, approvals, authorizations, notifications or filings the failure of which to be obtained or made would not reasonably be expected, individually or in the aggregate, to have aa Material Adverse Effect on the Company or materially adversely effect the ability of the Company to consummate the transactions contemplated hereby.

Consents; No Violation. None of Neither the execution and delivery of this Agreement by Parent and the Company, Purchaser nor the consummation of the transactions contemplated hereby or the discharge of its obligations hereunder will, except as set forth on the Disclosure Schedule by this Agreement will (i) conflict with, or result in a any breach or a violation of, any provision of the Certificate Purchaser's Certificates of Incorporation or By-laws of and the Company or any of its subsidiariesequivalent documents for Parent; (ii) constitute, with or without notice, the passage of time or both, a breach, violation or default, create a Lienlien, or give rise to any right of termination, modification, cancellation, prepaymentprepayment or acceleration, acceleration or the loss of any material benefit under any Laws law, order, judgment, writ, injunction, decree, statute, rule or regulation, governmental permit or license (collectively "Laws"), or any mortgage, indenture, lease, license, agreement or other instrument of Parent, the Company Purchaser or any of its their respective subsidiaries, or to which Parent, the Company Purchaser or any of its their respective subsidiaries or any of their respective properties is subject, except for breaches, violations, defaults, liens, or rights of termination, modification, cancellation, prepayment or acceleration which would not reasonably be expectedexpected to, individually or in the aggregate, to have a Material Adverse Effect on the Company Parent or materially adversely affect the ability of Parent or the Company Purchaser to consummate the transactions contemplated hereby; or (iii) require any consent, approval or authorization of, notification to, or filing with, any court, governmental agency or regulatory or administrative authority, foreign or domestic (each, a "Governmental Entity or from any other third partiesEntity"), on the part of Parent or the Company or any of its subsidiaries Purchaser, other than (v) required consents identified on the Disclosure Schedule, (w) the filing of a certificate of merger with respect to the Merger in accordance with the DGCL, (x) filings required under the HSR Act, (yw) any applicable filings under federal and or state securities laws securities, "Blue Sky" or state anti-takeover laws, (x) any applicable filings and approvals required under the 7 8 laws of foreign jurisdictions, (y) filings required pursuant to the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), and (z) consents, approvals, authorizations, notifications or filings the failure of which to be obtained obtain or made make would not reasonably be expectedexpected to, individually or in the aggregate, have a Material Adverse Effect on Parent or materially adversely affect the ability of Parent or the Purchaser to have aconsummate the transactions contemplated hereby.