Common use of Governmental Consents; No Conflicts Clause in Contracts

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each Shareholder of this Agreement and its Related Agreements, and the consummation by such Party of the Transactions, do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not prevent or delay the consummation by the Company of the Transactions, (ii) any Consent that is required as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates, and (iii) the Consents set forth on Schedule 4.2(a). (b) The execution, delivery, and performance by such Shareholder of this Agreement and the Related Agreements such Shareholder is a party and the consummation by such Shareholder of the Transactions 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 properties or assets of such Shareholder under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under (i) any Law or Order applicable to or binding on such Shareholder or any of its properties or assets, (ii) any Contract to which such Shareholder is a party or by which the Company or any of its properties or assets is bound, including any Material Contract, Real Property Lease (subject to any required Consents from the applicable landlord), Outbound IP License, or Inbound IP License, or (iii) any of the Organizational Documents of the Company, except, in the case of each of clauses (i) and (ii), 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 the Company or such Shareholder of the Transactions.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each Shareholder the Company of this Agreement and its Related Agreements, and the consummation by such Party of the Transactions, do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not prevent or delay the consummation by the Company such Party of the Transactions, (ii) any Consent that is required as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates, and (iii) the Consents set forth on Schedule 4.2(a3.5(a). (b) The Except as set forth on Schedule 3.5(b), the execution, delivery, and performance by such Shareholder the Company of this Agreement and the its Related Agreements such Shareholder is a party Agreements, and the consummation by such Shareholder the Company of the Transactions Transactions, 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 properties or assets of such Shareholder 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 (i) any Law or Order applicable to or binding on such Shareholder the Company or any of its the properties or assetsassets of the Company, (ii) any Contract to which such Shareholder the Company is a party or by which the Company or any of its Company’s properties or assets is bound, including any Material Contract, Real Property Lease (subject to any required Consents from the applicable landlord)Lease, Outbound IP License, or Inbound IP License, (iii) any Permit, including any Environmental Permit, held by the Company, or (iiiiv) any of the Organizational Documents of the Company, except, in the case of each of clauses (i) ), (ii), and (iiiii), 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 the Company or such Shareholder Party of the Transactions.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each Shareholder of the Company and Seller of this Agreement and its Related Agreements, and the consummation by such Party of the Transactions, do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not prevent or delay the consummation by the Company of the Transactions, (ii) any Consent that is required as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates, and (iii) the Consents set forth on Schedule 4.2(a3.6(a). (b) The Except as set forth on Schedule 3.6(b), the execution, delivery, and performance by such Shareholder each of the Company and Seller of this Agreement and the its Related Agreements such Shareholder is a party Agreements, and the consummation by such Shareholder of the Transactions by such Parties, 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 properties or assets of such Shareholder 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 (i) any Law or Order applicable to or binding on such Shareholder Seller, the Company or any of its properties or assets, (ii) any Contract to which such Shareholder the Company is a party or by which the Company or any of its properties or assets is bound, including any Material Contract, Real Property Lease (subject to any required Consents from the applicable landlord)Lease, Outbound IP License, or Inbound IP License, (iii) any Permit, including any Environmental Permit, held by the Company, or (iiiiv) any of the Organizational Documents of the Company, except, in the case of each of clauses (i) ), (ii), and (iiiii), 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 the Company or such Shareholder Seller of the Transactions.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each Shareholder of the Company and Sellers of this Agreement and its Related Agreements, and the consummation by such Party of the Transactions, do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not prevent or delay the consummation by the Company of the Transactions, (ii) any Consent that is required as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates, and (iii) the Consents set forth on Schedule 4.2(a3.6(a). (b) The Except as set forth on Schedule 3.6(b), the execution, delivery, and performance by such Shareholder each of the Company and Sellers of this Agreement and the its Related Agreements such Shareholder is a party Agreements, and the consummation by such Shareholder of the Transactions by such Parties, 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 properties or assets of such Shareholder 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 (i) any Law or Order applicable to or binding on such Shareholder Sellers, the Company or any of its properties or assets, (ii) any Contract to which such Shareholder the Company is a party or by which the Company or any of its properties or assets is bound, including any Material Contract, Real Property Lease (subject to any required Consents from the applicable landlord)Lease, Outbound IP License, or Inbound IP License, (iii) any Permit, including any Environmental Permit, held by the Company, or (iiiiv) any of the Organizational Documents of the Company, except, in the case of each of clauses (i) ), (ii), and (iiiii), 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 the Company or such Shareholder Sellers of the Transactions.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each Shareholder Purchaser of this Agreement and its Related Agreements, and the consummation by such Party Purchaser of the Transactions, Transactions do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not be material to Purchaser or prevent or materially delay the consummation by the Company Purchaser of the Transactions, Transactions and (ii) any Consent that is required as a result of any facts or circumstances relating solely to Purchaser Owner or any of its Affiliates, and Affiliates (iii) including the Consents set forth on Schedule 4.2(aCompany). (b) The execution, delivery, and performance by such Shareholder Purchaser of this Agreement and the its Related Agreements such Shareholder is a party Agreements, and the consummation by such Shareholder Purchaser of the Transactions Transactions, 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 properties or assets of such Shareholder 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 (i) any Law or Order applicable to or binding on such Shareholder Purchaser or any of its properties or assets, (ii) any material Contract to which such Shareholder Purchaser is a party or by which the Company Purchaser or any of its properties or assets is bound, including (iii) any Material Contract, Real Property Lease (subject to any required Consents from the applicable landlord), Outbound IP License, or Inbound IP LicensePermit held by Purchaser, or (iiiiv) any of the Organizational Documents of the Company, Purchaser except, in the case of each of clauses (i) ), (ii), and (iiiii), 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 not prevent or delay the consummation by the Company or such Shareholder Purchaser of the Transactions.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each Shareholder the Company, Owner and Seller of this Agreement and its Related Agreements, and the consummation by such Party of the Transactions, do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not prevent or delay the consummation by the Company of the Transactions, (ii) any Consent that is required as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates, and (iii) the Consents set forth on Schedule 4.2(a3.6(a). (b) The Except as set forth on Schedule 3.6(b), the execution, delivery, and performance by such Shareholder the Company, Owner and Seller of this Agreement and the its Related Agreements such Shareholder is a party Agreements, and the consummation by such Shareholder of the Transactions by such Parties, 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 properties or assets of such Shareholder 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 (i) any Law or Order applicable to or binding on such Shareholder the Company, Owner, or Seller or any of its properties or assets, (ii) any Contract to which such Shareholder the Company is a party or by which the Company or any of its properties or assets is bound, including any Material Contract, Real Property Lease (subject to any required Consents from the applicable landlord)Lease, Outbound IP License, or Inbound IP License, (iii) any Permit, including any Environmental Permit, held by the Company, or (iiiiv) any of the Organizational Documents of the Company, except, in the case of each of clauses (i) ), (ii), and (iiiii), where such violation, conflict, breach, cancellation, termination, or default would not, individually or in the aggregate, be material to the Company Business or the Company or prevent or delay the consummation by the Company Company, Owner or such Shareholder Seller of the Transactions.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each Shareholder the Company of this Agreement and its Related AgreementsAgreement, and the consummation by such Party the Company of the Transactionstransactions contemplated by this Agreement, do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not prevent or delay the consummation by the Company of the Transactionstransactions contemplated by this Agreement, (ii) any Consent that is required as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates, and (iii) the Consents set forth on Schedule 4.2(a)Section 5.3(a) of the Seller Disclosure Schedule. (b) The Except as set forth on Section 5.3(b) of the Seller Disclosure Schedule, and assuming the taking of any action by (including any authorization, consent or approval), or in respect of, or any filing with, any Governmental Authority, in each case, as disclosed on Section 5.3(a) of the Seller Disclosure Schedule, the execution, delivery, and performance by such Shareholder the Company of this Agreement and the Related Agreements such Shareholder is a party Agreement, and the consummation by such Shareholder the Company of the Transactions transactions contemplated by this Agreement, do not and will not materially violate, conflict with, result in a material breach, cancellation, or termination of, constitute a material default under, result in the creation of any Lien (other than Permitted Liens) on any of the properties or assets of such Shareholder 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 (i) any Law or Order applicable to or binding on such Shareholder the Company or any of its properties or assets, (ii) any material Contract to which such Shareholder the Company is a party or by which the Company or any of its properties or assets is bound, including any Material Contract, Real Property Lease (subject to any required Consents from the applicable landlord)Lease, Outbound or IP License, or Inbound IP License(iii) any material Permit, including any Environmental Permit, held by the Company, or (iiiiv) any of the Organizational Documents of the Company, except, in the case of each of clauses (i) and (iiiii), 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 the Company or such Shareholder of the Transactionstransactions contemplated by this Agreement.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each Shareholder the Company, Owner and Seller of this Agreement and its Related Agreements, and the consummation by such Party of the Transactions, do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not prevent or delay the consummation by the Company of the Transactions, (ii) any Consent that is required as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates, and (iii) the Consents set forth on Schedule 4.2(a3.6(a). (b) The Except as set forth on Schedule 3.6(b), the execution, delivery, and performance by such Shareholder each Company, Owner and Seller of this Agreement and the its Related Agreements such Shareholder is a party Agreements, and the consummation by such Shareholder of the Transactions by such Parties, 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 properties or assets of such Shareholder any 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 (i) any Law or Order applicable to or binding on such Shareholder any Company, Owner, or Seller or any of its properties or assets, (ii) any Contract to which such Shareholder any Company is a party or by which the any Company or any of its properties or assets is bound, including any Material Contract, Real Property Lease (subject to any required Consents from the applicable landlord)Lease, Outbound IP License, or Inbound IP License, (iii) any Permit, including any Environmental Permit, held by any Company, or (iiiiv) any of the Organizational Documents of the any Company, except, in the case of each of clauses (i) ), (ii), and (iiiii), where such violation, conflict, breach, cancellation, termination, or default would not, individually or in the aggregate, be material to the Company Business or the any Company or prevent or delay the consummation by the Company any of Company, Owner or such Shareholder Seller of the Transactions.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each Shareholder Purchaser of this Agreement and its Related Agreements, and the consummation by such Party Purchaser of the Transactions, Transactions do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not be material to Purchaser or prevent or materially delay the consummation by the Company Purchaser of the Transactions, Transactions and (ii) any Consent that is required as a result of any facts or circumstances relating solely to Purchaser any Seller or any of its Affiliates, and Affiliates (iii) including the Consents set forth on Schedule 4.2(aCompany). (b) The execution, delivery, and performance by such Shareholder Purchaser of this Agreement and the its Related Agreements such Shareholder is a party Agreements, and the consummation by such Shareholder Purchaser of the Transactions Transactions, 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 properties or assets of such Shareholder 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 (i) any Law or Order applicable to or binding on such Shareholder Purchaser or any of its properties or assets, (ii) any material Contract to which such Shareholder Purchaser is a party or by which the Company Purchaser or any of its properties or assets is bound, including (iii) any Material Contract, Real Property Lease (subject to any required Consents from the applicable landlord), Outbound IP License, or Inbound IP LicensePermit held by Purchaser, or (iiiiv) any of the Organizational Documents of the Company, Purchaser except, in the case of each of clauses (i) ), (ii), and (iiiii), 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 not prevent or delay the consummation by the Company or such Shareholder Purchaser of the Transactions.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each Shareholder of the Company and Sellers of this Agreement and its Related Agreements, and the consummation by such Party of the Transactions, do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not prevent or delay the consummation by the Company of the Transactions, (ii) any Consent that is required as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates, and (iii) the Consents set forth on Schedule 4.2(a3.6(a). (b) The Except as set forth on Schedule 3.6(b), the execution, delivery, and performance by such Shareholder each of the Company and Sellers of this Agreement and the its Related Agreements such Shareholder is a party Agreements, and the consummation by such Shareholder of the Transactions by such Parties, 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 properties or assets of such Shareholder 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 (i) any Law or Order applicable to or binding on such Shareholder Sellers, the Company or any of its properties or assets, (ii) any Contract to which such Shareholder the Company is a party or by which the Company or any of its properties or assets is bound, including any Material Contract, Real Property Lease (subject to iii) any required Consents from the applicable landlord), Outbound IP License, or Inbound IP License, permit or (iiiiv) any of the Organizational Documents of the Company, except, in the case of each of clauses (i), (ii) and (iiiii), 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 the Company or such Shareholder Sellers of the Transactions.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each Shareholder Purchaser of this Agreement and its Related Agreements, and the consummation by such Party Purchaser of the Transactions, Transactions do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not be material to Purchaser or prevent or materially delay the consummation by the Company Purchaser of the Transactions, Transactions and (ii) any Consent that is required as a result of any facts or circumstances relating solely to Purchaser Seller or any of its Affiliates, and Affiliates (iii) including the Consents set forth on Schedule 4.2(aCompany). (b) The execution, delivery, and performance by such Shareholder Purchaser of this Agreement and the its Related Agreements such Shareholder is a party Agreements, and the consummation by such Shareholder Purchaser of the Transactions Transactions, 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 properties or assets of such Shareholder 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 (i) any Law or Order applicable to or binding on such Shareholder Purchaser or any of its properties or assets, (ii) any material Contract to which such Shareholder Purchaser is a party or by which the Company Purchaser or any of its properties or assets is bound, including (iii) any Material Contract, Real Property Lease (subject to any required Consents from the applicable landlord), Outbound IP License, or Inbound IP LicensePermit held by Purchaser, or (iiiiv) any of the Organizational Documents of the Company, Purchaser except, in the case of each of clauses (i) ), (ii), and (iiiii), 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 not prevent or delay the consummation by the Company or such Shareholder Purchaser of the Transactions.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by each Shareholder the Company of this Agreement and its Related Agreementsthe Company Documents, and the consummation by such Party the Company of the Transactionstransactions contemplated hereby and thereby, do not and will not require any Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not prevent or delay the consummation by the Company of the Transactionstransactions contemplated by the Company Documents, (ii) any Consent that is required as a result of any facts or circumstances relating solely to Purchaser or any of its Affiliates, and (iii) the Consents set forth on Schedule 4.2(a5.3(a). (b) The Except as set forth on Schedule 5.3(b), the execution, delivery, and performance by such Shareholder the Company of this Agreement and the Related Agreements such Shareholder is a party Company Documents, and the consummation by such Shareholder the Company of the Transactions transactions contemplated hereby and thereby, do not and will not materially 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 properties or assets of such Shareholder 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 (i) any Law or Order applicable to or binding on such Shareholder a member of the Company Group or any of its properties or assets, (ii) any Material Contract to which such Shareholder a member of the Company Group is a party or by which a member of the Company Group or any of its properties or assets is bound, including any Material Contract, Real Property Lease (subject to any required Consents from the applicable landlord)Lease, Outbound IP License, or Inbound IP License, (iii) any material Permit, including any Environmental Permit, held by a member of the Company Group, or (iiiiv) any of the Organizational Documents of any member of the CompanyCompany Group, except, in the case of each of clauses (i) ), (ii), and (iiiii), 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 the Company or such Shareholder of the Transactionstransactions contemplated by the Company Documents.