Common use of No Breach; Consents Clause in Contracts

No Breach; Consents. The execution, delivery and performance of this Agreement, the Buyer Option Agreement and the other Ancillary Agreements to which the Seller will become a party will not (a) violate or conflict with any Law, Governmental Order or Governmental Authorization as in effect as of the Closing Date; (b) conflict with, result in any breach of any of the provisions of, constitute a default (or any event that would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a Consent under any Contract or Governmental Authorization that is either binding upon or enforceable against Seller; (c) result in the creation of any Encumbrance upon the Shares held by Seller; (d) require any Governmental Authorization; (e) cause Buyer to become subject to, or to become liable for the payment of, any sales tax or transfer tax; or (f) result in any shareholder of the Company having the right to exercise dissenters’ appraisal rights.

No Breach; Consents. The execution, delivery and performance of this Agreement, the Buyer Option Agreement and the other Ancillary Agreements to which the Seller it will become a party will not (a) contravene any provision of the Organizational Documents of the Company; (b) violate or conflict with any Law, Governmental Order or Governmental Authorization as in effect as of the Closing DateAuthorization; (bc) conflict with, result in any breach of any of the provisions of, constitute a default (or any event that would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a Consent under any Contract or Governmental Authorization that is either binding upon or enforceable against Sellerthe Company or any Subsidiary or any Governmental Authorization that is held by the Company; (cd) result in the creation of any Encumbrance upon the Shares held by SellerCompany or any of the assets of the Company; (de) require any Governmental Authorization; (ef) give any Governmental Body or other Person the right to challenge any of the contemplated transactions or to exercise any remedy or obtain any relief under any Legal Requirement, Order or Governmental Authorization; or (g) cause Buyer to become subject to, or to become liable for the payment of, any sales tax or transfer tax; or (f) result in any shareholder of the Company having the right to exercise dissenters’ appraisal rightsTax.

No Breach; Consents. The execution, delivery and performance of this Agreement, the Buyer Option Agreement and the other Ancillary Agreements to which the Seller Company will become a party will not (a) contravene any provision of the Organizational Documents of the Company or any Subsidiary; (b) violate or conflict with any Law, Governmental Order or Governmental Authorization as in effect as of the Closing DateAuthorization; (bc) conflict with, result in any breach of any of the provisions of, constitute a default (or any event that would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a Consent under any Contract or Governmental Authorization that is either binding upon or enforceable against Sellerthe Company or any Subsidiary or any Governmental Authorization that is held by the Company or any Subsidiary; (cd) result in the creation of any Encumbrance upon the Shares held by SellerCompany or any Subsidiary or any of the assets of the Company or any Subsidiary; (de) require any Governmental Authorization; or (ef) give any Governmental Entity or other Person the right to challenge any of the contemplated transactions or to exercise any remedy or obtain any relief under any Law, Governmental Order or Governmental Authorization, or (g) cause Buyer the Company to become subject to, or to become liable for the payment of, any sales tax or transfer tax; or (f) result in any shareholder of the Company having the right to exercise dissenters’ appraisal rightsTax.

No Breach; Consents. The execution, delivery and performance of this Agreement, the Buyer Option Agreement and the other Ancillary Agreements to which the Seller will become a party Transition Services Agreement by Seller, Guarantor or any Company, respectively, will not (a) contravene any provision of the Organizational Documents of any Company; (b) violate or conflict with any Law, Governmental Order or Governmental Authorization as in effect as of the Closing DateAuthorization; (bc) conflict with, result in any breach of any of the provisions of, constitute a default (or any event that would, with the passage of time or the giving of notice or both, constitute a default) under, result in a violation of, increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a Consent under any Contract or Governmental Authorization that is either binding upon or enforceable against Sellerany Company or any Governmental Authorization that is held by any Company; (cd) result in the creation of any Encumbrance upon any Company or any of the Shares held by Sellerassets of any Company; (de) require any Governmental Authorization; (e) cause Buyer to become subject to, or to become liable for the payment of, any sales tax or transfer taxAuthorization except those obtained; or (f) result in give any shareholder of the Company having Governmental Entity or other Person the right to challenge any of the contemplated transactions or to exercise dissenters’ appraisal rightsany remedy or obtain any relief under any Law, Governmental Order or Governmental Authorization.