Common use of Governmental Consents; No Conflicts Clause in Contracts

Governmental Consents; No Conflicts. (i) The execution, delivery, and performance by Shareholder of this Agreement, and the consummation by Shareholder of the transactions contemplated by this Agreement, do not and will not require any Consent of or with any Governmental Authority, other than (x) any consent the failure of which to be obtained would not prevent or delay the consummation by Shareholder of the transactions contemplated by this Agreement and (y) any consent that is required as a result of any facts or circumstances relating solely to Live Oak or any of its Affiliates. (ii) The execution, delivery, and performance by Shareholder of this Agreement, and the consummation by Shareholder of the transactions contemplated by this Agreement, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the Shareholder Shares under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (A) any Law or Order applicable to or binding on Shareholder or any of Shareholder’s properties or assets, including the Shareholder Shares, (B) any Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets, including the Shareholder Shares, is bound, (C) any Permit held by Shareholder, or (D) any of the Organizational Documents of Shareholder, except, in the case of each of clauses (A), (B) and (C), where such violation, conflict, breach, cancellation, termination, or default would not, individually or in the aggregate, prevent or delay the consummation by Shareholder of the transactions contemplated by this Agreement.

Governmental Consents; No Conflicts. (i) The execution, delivery, and performance by Shareholder of this Agreement, and the consummation by Shareholder of the transactions contemplated by this Agreement, do not and will not require any Consent of or with any Governmental AuthorityAuthority or of Shareholder’s spouse under any “community property” or other applicable Law, other than (x) any consent the failure of which to be obtained would not prevent or delay the consummation by Shareholder of the transactions contemplated by this Agreement and (y) any consent that is required as a result of any facts or circumstances relating solely to Live Oak or any of its Affiliates. (ii) The execution, delivery, and performance by Shareholder of this Agreement, and the consummation by Shareholder of the transactions contemplated by this Agreement, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the Shareholder Shares under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (A) any Law or Order applicable to or binding on Shareholder or any of Shareholder’s properties or assets, including the Shareholder Shares, (B) any Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets, including the Shareholder Shares, is bound, or (C) any Permit held by Shareholder, or (D) any of the Organizational Documents of Shareholder, except, in the case of each of clauses (A), (B) and (C), where such violation, conflict, breach, cancellation, termination, or default would not, individually or in the aggregate, prevent or delay the consummation by Shareholder of the transactions contemplated by this Agreement.

Governmental Consents; No Conflicts. (ia) The execution, delivery, and performance by Shareholder each of the Company and Sellers of this AgreementAgreement and its Related Agreements, and the consummation by Shareholder such Party of the transactions contemplated by this AgreementTransactions, do not and will not require any Consent of or with any Governmental Authority, other than (xi) any consent Consent the failure of which to be obtained would not prevent or delay the consummation by Shareholder the Company of the transactions contemplated by this Agreement and Transactions, (yii) any consent Consent that is required as a result of any facts or circumstances relating solely to Live Oak Purchaser or any of its Affiliates, and (iii) the Consents set forth on Schedule 3.6(a). (iib) The Except as set forth on Schedule 3.6(b), the execution, delivery, and performance by Shareholder each of the Company and each Seller of this AgreementAgreement and its and his Related Agreements, and the consummation by Shareholder of the transactions contemplated Transactions by this Agreementsuch Party, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the Shareholder Shares properties or assets of the Company under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (Ai) any Law or Order applicable to or binding on Shareholder each Seller, the Company or any of Shareholder’s its properties or assets, including the Shareholder Shares, (Bii) any Contract to which Shareholder the Company is a party or by which Shareholder the Company or any of Shareholder’s its properties or assets, including the Shareholder Shares, assets is bound, including any Material Contract, Real Property Lease, Outbound IP License, or Inbound IP License, (Ciii) any Permit Permit, including any Environmental Permit, held by Shareholderthe Company, or (Div) any of the Organizational Documents of Shareholderthe Company, except, in the case of each of clauses (Ai), (B) ii), and (Ciii), where such violation, conflict, breach, cancellation, termination, or default would not, individually or in the aggregate, be material to the Business or the Company or prevent or delay the consummation by Shareholder the Company or Sellers of the transactions contemplated by this AgreementTransactions.

Governmental Consents; No Conflicts. (i) The execution, delivery, and performance by Shareholder of this Agreement, and the consummation by Shareholder of the transactions contemplated by this Agreement, do not and will not require any Consent of or with any Governmental AuthorityAuthority [or of Shareholder’s spouse under any “community property” or other applicable Law], other than (x) any consent the failure of which to be obtained would not prevent or delay the consummation by Shareholder of the transactions contemplated by this Agreement and (y) any consent that is required as a result of any facts or circumstances relating solely to Live Oak or any of its Affiliates.Affiliates.6 (ii) The execution, delivery, and performance by Shareholder of this Agreement, and the consummation by Shareholder of the transactions contemplated by this Agreement, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the Shareholder Shares under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (A) any Law or Order applicable to or binding on Shareholder or any of Shareholder’s properties or assets, including the Shareholder Shares, (B) any Contract to which Shareholder is a party or by which Shareholder or any of Shareholder’s properties or assets, including the Shareholder Shares, is bound, [or] (C) any Permit held by Shareholder[, or (D) any of the Organizational Documents of Shareholder, except, in the case of each of clauses (A), (B) and (C), where such violation, conflict, breach, cancellation, termination, or default would not, individually or in the aggregate, prevent or delay the consummation by Shareholder of the transactions contemplated by this Agreement.Agreement].7

Governmental Consents; No Conflicts. (i) The execution, delivery, and performance by Shareholder Sponsor of this Agreement, and the consummation by Shareholder Sponsor of the transactions contemplated by this Agreement, do not and will not require any Consent consent of or with any Governmental Authority, other than (x) any consent the failure of which to be obtained would not prevent or delay the consummation by Shareholder Sponsor of the transactions contemplated by this Agreement and (y) any consent that is required as a result of any facts or circumstances relating solely to Live Oak the Company or any of its Affiliatesaffiliates (the term affiliates as used herein has the meaning given to it in the BCA). (ii) The execution, delivery, and performance by Shareholder Sponsor of this Agreement, and the consummation by Shareholder Sponsor of the transactions contemplated by this Agreement, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the Shareholder Sponsor Shares under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (A) any Law or Order order applicable to or binding on Shareholder Sponsor or any of ShareholderSponsor’s properties or assets, including the Shareholder Sponsor Shares, (B) any Contract to which Shareholder Sponsor is a party or by which Shareholder Sponsor or any of ShareholderSponsor’s properties or assets, including the Shareholder Sponsor Shares, is bound, (C) any Permit held by ShareholderSponsor, or (D) any of the Organizational Documents organizational documents of ShareholderSponsor, except, in the case of each of clauses (A), (B) and (C), where such violation, conflict, breach, cancellation, termination, or default would not, individually or in the aggregate, prevent or delay the consummation by Shareholder Sponsor of the transactions contemplated by this Agreement.

Governmental Consents; No Conflicts. (ia) The execution, delivery, and performance by Shareholder the Company of this Agreement, and the consummation by Shareholder the Company of the transactions contemplated by this Agreement, do not and will not require any Consent of of, filing, notification, or registration with any Governmental Authority, other than (xi) any consent Consent of, filing, notification, or registration with any Governmental Authority, the failure of which to be obtained would not not, be expected to materially prevent or delay the consummation by Shareholder the Company of the transactions contemplated by this Agreement and Agreement, (yii) any consent Consent of, filing, notification, or registration with any Governmental Authority that is required as a result of any facts or circumstances relating solely to Live Oak or any of its Affiliates, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Georgia, and (iv) the Consents, filings, notifications, or registrations with any Governmental Authority set forth on Schedule 4.3(a). (iib) The Except as set forth on Schedule 4.3(b), the execution, delivery, and performance by Shareholder the Company of this Agreement, and the consummation by Shareholder the Company of the transactions contemplated by this Agreement, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the Shareholder Shares properties or assets of the Company or its Subsidiaries under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (Ai) any Law or Order applicable to or binding on Shareholder the Company, its Subsidiaries or any of Shareholder’s their respective properties or assets, including the Shareholder Shares, (Bii) any Contract to which Shareholder the Company or its Subsidiaries is a party or by which Shareholder the Company, its Subsidiaries or any of Shareholder’s their respective properties or assets, including the Shareholder Shares, assets is bound, including any Material Contract, Real Property Lease, Outbound IP License, or Inbound IP License, (Ciii) any Permit Permit, including any Environmental Permit, held by Shareholderthe Company or its Subsidiaries, or (Div) any of the Organizational Documents of Shareholderthe Company or its Subsidiaries, except, in the case of each of clauses (Ai), (B) ii), and (Ciii), where such violation, conflict, breach, cancellation, termination, or default would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or prevent or delay the consummation by Shareholder the Company of the transactions contemplated by this Agreement.

Governmental Consents; No Conflicts. (ia) The execution, delivery, and performance by Shareholder Purchaser of this Agreementthe Purchaser Documents, and the consummation by Shareholder Purchaser of the transactions contemplated by this Agreementhereby or thereby, do not and will not require any Consent of or with any Governmental Authority, other than (xi) any consent Consent the failure of which to be obtained would not be material to Purchaser or prevent or materially delay the consummation by Shareholder Purchaser of the transactions contemplated by this Agreement the Purchaser Documents, and (yii) any consent Consent that is required as a result of any facts or circumstances relating solely to Live Oak Seller, the Company Group, or any of its their respective Affiliates. (iib) The execution, delivery, and performance by Shareholder Purchaser of this Agreementthe Purchaser Documents, and the consummation by Shareholder Purchaser of the transactions contemplated by this Agreementhereby or thereby, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the Shareholder Shares properties or assets of Purchaser under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (Ai) any Law or Order applicable to or binding on Shareholder Purchaser or any of Shareholder’s its properties or assets, including the Shareholder Shares, (Bii) any material Contract to which Shareholder Purchaser is a party or by which Shareholder Purchaser or any of Shareholder’s its properties or assets, including the Shareholder Shares, assets is bound, (Ciii) any Permit held by ShareholderPurchaser, or (Div) any of the Organizational Documents of Shareholder, Purchaser except, in the case of each of clauses (Ai), (B) ii), and (Ciii), where such violation, conflict, breach, cancellation, termination, or default would not, individually or in the aggregate, not prevent or delay the consummation by Shareholder Purchaser of the transactions contemplated by this Agreementthe Purchaser Documents.

Governmental Consents; No Conflicts. (ia) The execution, delivery, and performance by Shareholder Seller of this Agreementits Seller Documents, and the consummation by Shareholder Seller of the transactions contemplated by this Agreementhereby and thereby, do not and will not require any Consent of or with any Governmental Authority, other than (xi) any consent Consent the failure of which to be obtained would not prevent or delay the consummation by Shareholder Seller of the transactions contemplated by this Agreement and Seller’s Seller Documents, (yii) any consent Consent that is required as a result of any facts or circumstances relating solely to Live Oak Purchaser or any of its Affiliates, and (iii) the Consents set forth on Schedule 4.3(a). (iib) The Except as set forth on Schedule 4.3(b), the execution, delivery, and performance by Shareholder Seller of this Agreementits Seller Documents, and the consummation by Shareholder Seller of the transactions contemplated by this Agreementhereby and thereby, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the Shareholder Shares held by Seller under, or or, to Seller’s Knowledge, result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (Ai) any Law or Order applicable to or binding on Shareholder Seller or any of Shareholder’s properties or assets, including the Shareholder SharesShares held by Seller, (Bii) any Contract to which Shareholder Seller is a party or the Shares held by which Shareholder or any of Shareholder’s properties or assets, including the Shareholder Shares, is Seller are bound, (C) any Permit held by Shareholder, or (Diii) any of the Organizational Documents of ShareholderSeller, except, in the case of each of clauses (A), (Bi) and (Cii), where such violation, conflict, breach, cancellation, termination, or default would not, individually or in the aggregate, aggregate be material to the Company or prevent or delay the consummation by Shareholder Seller of the transactions contemplated by this Agreementits Seller Documents.

Governmental Consents; No Conflicts. (ia) The execution, delivery, and performance by Shareholder Purchaser of this AgreementAgreement and its Related Agreements, and the consummation by Shareholder Purchaser of the transactions contemplated by this AgreementAgreement and its Related Agreements, do not and will not require any Consent of or with any Governmental Authority, other than (xi) any consent Consent the failure of which to be obtained would not be material to Purchaser or prevent or materially delay the consummation by Shareholder Purchaser of the transactions contemplated by this Agreement and or any of its Related Agreements, (yii) any consent Consent that is required as a result of any facts or circumstances relating solely to Live Oak any Seller, the Company, or any of its their respective Affiliates, and (iii) the Consents set forth in Section 6.2(a) of the Purchaser Disclosure Schedule. (iib) The Except as set forth in Section 6.2(b) of the Purchaser Disclosure Schedule, the execution, delivery, and performance by Shareholder Purchaser of this AgreementAgreement and its applicable Related Agreements, and the consummation by Shareholder Purchaser of the transactions contemplated by this AgreementAgreement and its Related Agreements, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the Shareholder Shares properties or assets of Purchaser under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (Ai) any Law or Order applicable to or binding on Shareholder Purchaser or any of Shareholder’s their respective properties or assets, including the Shareholder Shares, (Bii) any material Contract to which Shareholder Purchaser is a party or by which Shareholder Purchaser or any of Shareholder’s their respective properties or assets, including the Shareholder Shares, assets is bound, (Ciii) any Permit held by ShareholderPurchaser, or (Div) any of the Organizational Documents of Shareholder, Purchaser except, in the case of each of clauses (Ai), (B) ii), and (Ciii), where such violation, conflict, breach, cancellation, termination, or default would not, individually or in the aggregate, not prevent or delay the consummation by Shareholder Purchaser of the transactions contemplated by this AgreementAgreement or any of its Related Agreements or materially adversely affect Purchaser or its business or operations.

Governmental Consents; No Conflicts. (ia) The execution, delivery, delivery and performance by Shareholder of this Agreement, Agreement and the consummation Related Agreements by Shareholder of the transactions contemplated by this Agreement, Purchaser do not and will not require any Consent of or with any Governmental Authority, other than (x) any consent Consent the failure of which to be obtained would not reasonably be expected to have a Purchaser Material Adverse Effect or prevent or materially delay the consummation by Shareholder of the transactions contemplated by this Agreement and (y) any consent that is required as a result of any facts or circumstances relating solely to Live Oak or any of its Affiliates. (ii) The execution, delivery, and performance by Shareholder of this Agreement, and the consummation by Shareholder Purchaser of the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement and of the applicable Related Agreements by Purchaser or the applicable Affiliates of Purchaser, and the consummation of the transactions contemplated hereby and thereby by such Persons, do not and will not violate(i) violate any Law applicable to or binding on Purchaser or any such Affiliate or their respective assets, (ii) violate or conflict with, result in a breach, cancellation, cancellation or termination of, constitute a default under, result in the creation of any Lien on upon any of the Shareholder Shares assets of Purchaser or any such Affiliate under, or result in or constitute a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (A) any Law or Order applicable to or binding on Shareholder or any of Shareholder’s properties or assetsunder, including the Shareholder Shares, (B) any Contract to which Shareholder Purchaser or any such Affiliate is a party or by which Shareholder Purchaser or any of Shareholder’s properties such Affiliate or assets, including the Shareholder Shares, is bound, (C) any Permit held by Shareholder, their respective assets are bound or (Diii) violate or conflict with any provision of the Purchaser Organizational Documents or similar organizational documents of Shareholderany such Affiliate, except, in the case of each of clauses (A), (Bi) and (Cii), where such violation, conflict, breach, cancellation, termination, default or default Lien (as applicable) would not, individually not reasonably be expected to have a Parent Material Adverse Effect or in the aggregate, would not prevent or materially delay the consummation by Shareholder Parent or any such Affiliate of the transactions contemplated by this Agreement.

Governmental Consents; No Conflicts. (ia) The execution, delivery, and performance by Shareholder Purchaser of this AgreementAgreement and its Related Agreements, and the consummation by Shareholder Purchaser of the transactions contemplated by this Agreement, Transactions do not and will not require any Consent of or with any Governmental Authority, other than (xi) any consent Consent the failure of which to be obtained would not be material to Purchaser or prevent or materially delay the consummation by Shareholder Purchaser of the transactions contemplated by this Agreement Transactions, and (yii) any consent Consent that is required as a result of any facts or circumstances relating solely to Live Oak Sellers or any of its Affiliatestheir respective Affiliates (including the Company). (iib) The execution, delivery, and performance by Shareholder Purchaser of this AgreementAgreement and its Related Agreements, and the consummation by Shareholder Purchaser of the transactions contemplated by this AgreementTransactions, do not and will not violate, conflict with, result in a breach, cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the Shareholder Shares properties or assets of Purchaser under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (Ai) any Law or Order applicable to or binding on Shareholder Purchaser or any of Shareholder’s its properties or assets, including the Shareholder Shares, (Bii) any material Contract to which Shareholder Purchaser is a party or by which Shareholder Purchaser or any of Shareholder’s its properties or assets, including the Shareholder Shares, assets is bound, (Ciii) any Permit held by ShareholderPurchaser, or (Div) any of the Organizational Documents of Shareholder, Purchaser except, in the case of each of clauses (Ai), (B) ii), and (Ciii), where such violation, conflict, breach, cancellation, termination, or default would not, individually or in the aggregate, not prevent or delay the consummation by Shareholder Purchaser of the transactions contemplated by this AgreementTransactions.