Common use of No Approvals or Conflicts Clause in Contracts

No Approvals or Conflicts. The execution, delivery and performance by Buyer of this Agreement and the Ancillary Documents to which it is a party and the consummation by Buyer of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by Buyer of the certificates of incorporation, by-laws or equivalent documents of Buyer, (ii) violate, conflict with or result in a breach of, or constitute a default by Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of Buyer under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which Buyer or any of its properties may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to Buyer or any of its properties or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authority, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not reasonably be expected, in the aggregate, to have a Buyer Material Adverse Effect, or as would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party.

No Approvals or Conflicts. The execution, delivery and performance by Buyer such Selling Shareholder of this Agreement and the Ancillary Documents to which it is a party party, and the consummation by Buyer such Selling Shareholder of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by Buyer such Selling Shareholder of the certificates of incorporation, by-laws or equivalent organizational documents of Buyersuch Selling Shareholder, (ii) violate, conflict with or result in a breach of, or constitute a default by Buyer such Selling Shareholder (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the such properties of Buyer under, such Selling Shareholder or on the Shares held by such Selling Shareholder under any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contractContract, agreement or other instrument to which Buyer such Selling Shareholder or any of its respective properties may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to Buyer such Selling Shareholder or any of its properties or (iv) except for the SII Transfer, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by such Selling Shareholder with, any Governmental Authority, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not reasonably be expected, in the aggregate, to have a Buyer Material Adverse Effect, or as would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of Buyer such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party.

No Approvals or Conflicts. The execution, delivery and performance by the Buyer of this Agreement and the Ancillary Documents to which it is a party and the consummation by the Buyer of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by the Buyer of the certificates of incorporation, by-laws or equivalent documents of the Buyer, (ii) violate, conflict with or result in a breach of, or constitute a default by the Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of the Buyer under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which the Buyer or any of its properties may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to the Buyer or any of its properties or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authority, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not reasonably be expected, in the aggregate, to have a Buyer Material Adverse Effect, or as would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by this Agreement or and by the Ancillary Documents to which it is a party.

No Approvals or Conflicts. The (a) Except as set forth in Section 3.7(a) of the Disclosure Schedule, the execution, delivery and performance by Buyer the Company of this Agreement and the Ancillary Documents to which it is a party and the consummation by Buyer the Company of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by Buyer any Group Company of the certificates of incorporation, by-laws or equivalent organizational documents of Buyersuch Group Company, (ii) violate, conflict with or result in a breach of, or constitute a default by Buyer any Group Company (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of Buyer the Group Companies under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which Buyer the Group Companies or any of its their respective properties may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to Buyer the Group Companies or any of its their respective properties or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by such Group Company with, any Governmental Authority. No Governmental Authorizations are required for the execution, except, with respect to delivery and performance by the foregoing clauses (ii), (iii) Group Companies of this Agreement and (iv) above, as would not reasonably be expected, in the aggregate, to have a Buyer Material Adverse Effect, or as would not, individually or in Ancillary Documents and the aggregate, reasonably be likely to have a material adverse effect on consummation by the ability Group Companies of Buyer to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a partyhereby and thereby.

No Approvals or Conflicts. The executionExcept as set forth in Section 2.6 of the Disclosure Schedule, neither the execution and delivery and performance by Buyer Seller of this Agreement and the Ancillary Documents to which it is a party and nor the consummation by Buyer Seller of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by Buyer of any provision of the certificates charter or bylaws of incorporationSeller, by-laws the Company or equivalent documents of Buyerany Subsidiary, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon any of the properties of Buyer the Company or the Subsidiaries or on Seller's interest in the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which Buyer Seller, the Company, the Subsidiaries or any of its their respective properties may be bound, (iii) violate any order, injunction, judgment, ruling, law or result in a breach regulation of any Governmental Order court or Law governmental authority applicable to Buyer Seller, the Company or the Subsidiaries or any of its their respective properties or (iv) except for applicable requirements of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration with, any Governmental Authority, except, with respect to governmental or regulatory authority or other third party; provided that insofar as the foregoing representations and warranties made in clauses (ii), (iii) and (iv) aboveof this Section 2.6 relate to Seller, as they are limited to those matters with respect to which a violation, breach, default, conflict or other such event would not reasonably be expected, in the aggregate, to have a Buyer Material Adverse Effect, or as would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the Seller's ability of Buyer to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a partyhereby.

No Approvals or Conflicts. The execution, delivery and performance by Buyer such Selling Shareholder of this Agreement and the Ancillary Documents to which it is a party party, and the consummation by Buyer such Selling Shareholder of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by Buyer such Selling Shareholder of the certificates of incorporation, by-laws or equivalent organizational documents of Buyersuch Selling Shareholder, (ii) violate, conflict with or result in a breach of, or constitute a default by Buyer such Selling Shareholder (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the such properties of Buyer under, such Selling Shareholder or on the Shares held by such Selling Shareholder under any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contractContract, agreement or other instrument to which Buyer such Selling Shareholder or any of its respective properties may be is bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to Buyer such Selling Shareholder or any of its properties or (iv) except as set forth in Section 4.3 of the Disclosure Schedule, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by such Selling Shareholder with, any Governmental Authority, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not reasonably be expected, in the aggregate, to have a Buyer Material Adverse Effect, or as would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of Buyer such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party.

No Approvals or Conflicts. The executionExcept as set forth on Schedule 3.7 to the Disclosure Letter, delivery the execution by Total and the Sellers, and the performance by Buyer Total and the Sellers of this Agreement and the Ancillary Documents to which it is a party consummation by Total and the consummation by Buyer Sellers of the transactions contemplated hereby and thereby do not and will not not: (i) violate, conflict with or result in a breach by Buyer of the certificates of incorporation, their by-laws or equivalent other organizational documents by any of BuyerTotal, the Sellers and the Group Companies; (ii) violate, conflict with or result in a breach of, or constitute a default by Buyer any of the Group Companies (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of Buyer any of the Group Companies or on the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which Buyer any of the Group Companies or any of its their respective properties may be bound, ; (iii) violate or result in a breach of any Governmental Order or Law applicable to Buyer any of the Group Companies or any of its properties their respective properties; or (iv) except for the Regulatory Approvals, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by the Sellers with, any Governmental Authority, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not reasonably be expected, in the aggregate, to have a Buyer Material Adverse Effect, or as would not, individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect or a material adverse effect on the ability of Buyer Total and the Sellers to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a partyAgreement.

No Approvals or Conflicts. The executionExcept as set forth in Section 3.7 of the Disclosure Schedule, neither the execution and delivery by Sellers and performance by Buyer the Company of this Agreement and the Ancillary Documents to which it is a party and nor the consummation by Buyer Sellers and the Company of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by Buyer of any provision of the certificates Certificate of incorporation, byIncorporation of the Company or the Subsidiary or the By-laws Laws of the Company or equivalent documents of Buyerthe Subsidiary, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon any of the properties of Buyer the Sellers, the Company or the Subsidiary or on any of the Sellers' interest in the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which Buyer the Sellers, the Company, the Subsidiary or any of its their respective properties may be bound, (iii) violate any order, injunction, judgment, ruling, law or result in a breach regulation of any Governmental Order court or Law governmental authority applicable to Buyer the Sellers, the Company or the Subsidiary or any of its their respective properties or (iv) except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (xxx "XXX Xxx"), require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration with, any Governmental Authoritygovernmental or regulatory authority, exceptwhich, with respect to in the foregoing case of clauses (ii), (iii) and (iv) above, as would not reasonably be expected, in the aggregate, to have a Buyer Material Adverse Effect, or as would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party.

No Approvals or Conflicts. The Except as set forth in Section 3.6 of the Disclosure Schedule, the execution, delivery and performance by Buyer Osicom and the Shareholder of this Agreement and the Ancillary Documents to which it is a party consummation by Osicom and the consummation by Buyer Shareholder of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by Buyer Osicom of any provision of the certificates certificate of incorporation, incorporation or by-laws of Osicom or equivalent documents any of Buyerits Subsidiaries, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by Buyer Osicom or any of its Subsidiaries (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of Buyer under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which Buyer Osicom or any of its properties may be boundSubsidiaries under, any Osicom Contract (as defined in Section 3.15), (iii) violate or result in a breach of any Governmental Order order, injunction, judgment, ruling, law or Law regulation of any court or governmental authority applicable to Buyer Osicom, any of its Subsidiaries, or any of its their respective properties or except for those required under or in relation to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (iv) the "HSR Act"), require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authoritygovernmental or regulatory authority, except, with respect to excluding from the foregoing clauses (ii), ) and (iii) and (iv) above, as would not reasonably be expectedsuch violations, in the aggregate, to have a Buyer Material Adverse Effect, or as would notconflicts and breaches which, individually or in the aggregate, reasonably be likely to would not have a material adverse effect Material Adverse Effect on Osicom or prevent or delay the ability consummation of Buyer to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a partyhereby.

No Approvals or Conflicts. The execution, delivery and performance by Buyer such Selling Shareholder of this Agreement and the Ancillary Documents to which it is a party party, and the consummation by Buyer such Selling Shareholder of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by Buyer such Selling Shareholder of the certificates of incorporation, by-laws or equivalent organizational documents of Buyersuch Selling Shareholder, (ii) violate, conflict with or result in a breach of, or constitute a default by Buyer such Selling Shareholder (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the such properties of Buyer under, such Selling Shareholder or on the Shares held by such Selling Shareholder under any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contractContract, agreement or other instrument to which Buyer such Selling Shareholder or any of its respective properties may be is bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to Buyer such Selling Shareholder or any of its properties or (iv) except as set forth in Section 4.3 of the Disclosure Schedule, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by such Selling Shareholder with, any Governmental Authority, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not reasonably be expected, in the aggregate, to have a Buyer Material Adverse Effect, or as would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party.34