Common use of No Breach; Consents Clause in Contracts

No Breach; Consents. (a) Provided that each Consent and Governmental Authorization set forth on Schedule 3.3(a) (the “Seller Required Consents”) is obtained on or before the date set forth in Schedule 3.3(a) as the legal or contractual deadline for obtaining such Seller Required Consent, the execution, delivery and performance by Sellers of this Agreement and the Ancillary Agreements to which such Sellers will become a party, including the sale, transfer and assignment of the Acquired Assets and the Assumed Liabilities to the Buyers, will not (i) violate or conflict with any Law, Governmental Order or Governmental Authorization; (ii) 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 a material payment 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 that is either binding upon or enforceable against any Seller or any Governmental Authorization that is held by any Seller; (iii) result in the creation of any Encumbrance other than a Permitted Encumbrance upon any Seller or any of the assets of any Seller; (iv) require any Governmental Authorization; or (v) 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. (b) Schedule 3.3(a) describes, for each Seller Required Consent, (i) the Governmental Entity or other Person from which the Seller Required Consent must be obtained, (ii) the applicable Law, Governmental Order, Governmental Authorization or Contract requiring such Seller Required Consent, (iii) the Person that is legally or contractually obligated to obtain such consent, and (iv) the date by which such Seller Required Consent is legally or contractually required to be obtained.

No Breach; Consents. (a) Provided that each Consent and Governmental Authorization Except as set forth on Schedule 3.3(a) (the “Seller Required Consents”) is obtained on or before the date set forth in Schedule 3.3(a) as the legal or contractual deadline for obtaining such Seller Required Consent3.4, the execution, delivery and performance by Sellers of this Agreement or any other Transaction Agreement do not and the Ancillary Agreements to which such Sellers will become a party, including the sale, transfer and assignment of the Acquired Assets and the Assumed Liabilities to the Buyers, will not (ia) contravene any provision of the Organizational Documents of the Company or its Resolutions; (b) violate or conflict with any Law, Governmental Order or Governmental Authorization; (iic) conflict with, with or 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 a material payment 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 underunder any Acquired Contract, any Contract that is either binding upon or enforceable against any other Seller Contract, or any Governmental Authorization that is held by any SellerAuthorization; (iiid) result in the creation or imposition of any Encumbrance other than a Permitted Encumbrance upon any Seller or any of the assets of any SellerAcquired Assets; (ive) require any Governmental Authorization; or (vf) give any Governmental Entity or other Person the right to (i) challenge any of the contemplated transactions or to Transaction; (ii) exercise any remedy or obtain any relief under any Law, Governmental Order Law or Governmental Authorization. (b) Schedule 3.3(a) describes, for each Seller Required Consent, (i) the Governmental Entity or other Person from which the Seller Required Consent must be obtained, (ii) the applicable Law, any Governmental Order, Governmental Authorization or Contract requiring such Seller Required Consent, ; (iii) declare a default of, exercise any remedy under, accelerate the Person that is legally performance of, cancel, terminate, modify or contractually obligated to obtain such consent, and receive any payment under any Seller Contract; or (iv) revoke, suspend or modify any Governmental Authorization; (g) except with respect to Transaction Taxes, cause the date by which such Seller Required Consent is legally Company or contractually required Buyer to become subject to, or to become liable for the payment of, any Tax, or cause any of the Acquired Assets to be obtained.reassessed or revalued by any Tax Authority or other Governmental Entity; or (h) require the Company to obtain any Consent or make or deliver any filing or notice to a Governmental Entity. All Required Consents are listed on Exhibit A.

No Breach; Consents. (a) Provided that each Consent and Governmental Authorization set forth on Schedule 3.3(a) (the “Seller Required Consents”) is obtained on or before the date set forth in Schedule 3.3(a) as the legal or contractual deadline for obtaining such Seller Required Consent, the The execution, delivery and performance by Sellers the ASSAC Parties of this Agreement and the Ancillary Agreements to which such Sellers either or both of the ASSAC Parties will become a party, including the sale, transfer and assignment of the Acquired Assets and the Assumed Liabilities to the Buyers, party will not (ia) contravene any provision of the Organizational Documents, if any, of the ASSAC Parties or the Registration Statement on Form S-1 (Registration No. 333-145163) declared effective by the SEC on January 16, 2008 (the “Registration Statement”) or the definitive prospectus included therein; (b) violate or conflict with any Law, Governmental Order Governmental Authorization or Governmental Authorizationthe rules and regulations of the American Stock Exchange; (iic) 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 a material payment 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, including any Consent under, under any Contract or Governmental Authorization that is either binding upon or enforceable against any Seller the ASSAC Parties or any Governmental Authorization that is held by any Sellerthe ASSAC Parties; (iii) result in the creation of any Encumbrance other than a Permitted Encumbrance upon any Seller or any of the assets of any Seller; (ivd) require any Governmental Authorization; or (ve) 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; (f) cause the Stillwater Parties to become subject to, or to become liable for the payment of, any Tax; or (g) result on the creation or imposition of any Encumbrance. (b) Schedule 3.3(a) describes, for each Seller Required Consent, (i) the Governmental Entity or other Person from which the Seller Required Consent must be obtained, (ii) the applicable Law, Governmental Order, Governmental Authorization or Contract requiring such Seller Required Consent, (iii) the Person that is legally or contractually obligated to obtain such consent, and (iv) the date by which such Seller Required Consent is legally or contractually required to be obtained.

No Breach; Consents. (a) Provided that each Consent and Governmental Authorization set forth on Schedule 3.3(a) (the “Seller Required Consents”) is obtained on or before the date set forth in Schedule 3.3(a) as the legal or contractual deadline for obtaining such Seller Required Consent, the The execution, delivery and performance by Sellers the Amalphis Parties and ASSAC of this Agreement and the Ancillary Agreements to which such Sellers either or both of the Amalphis Parties will become a party, including the sale, transfer and assignment of the Acquired Assets and the Assumed Liabilities to the Buyers, party will not (ia) contravene any provision of the Organizational Documents, if any, of ASSAC or the Amalphis Parties or the ASSAC Registration Statement on Form S-1 (Registration No. 333-145163) declared effective by the SEC on January 16, 2008 (the “Registration Statement”) or the definitive prospectus included therein; (b) violate or conflict with any Law, Governmental Order Order, Governmental Authorization or Governmental Authorizationthe rules and regulations of the American Stock Exchange; (iic) 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 a material payment increase the burdens under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or under any agreement etc. [language dropped] require a Consent, including any Consent under, under any Contract or Governmental Authorization that is either binding upon or enforceable against any Seller the Amalphis Parties or ASSAC or any Governmental Authorization that is held by any Sellerthe Amalphis Parties or ASSAC; (iii) result in the creation of any Encumbrance other than a Permitted Encumbrance upon any Seller or any of the assets of any Seller; (ivd) require any Governmental Authorization; or (ve) 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; (f) cause the Wimbledon Parties to become subject to, or to become liable for the payment of, any Tax; or (g) result on the creation or imposition of any Encumbrance. (b) Schedule 3.3(a) describes, for each Seller Required Consent, (i) the Governmental Entity or other Person from which the Seller Required Consent must be obtained, (ii) the applicable Law, Governmental Order, Governmental Authorization or Contract requiring such Seller Required Consent, (iii) the Person that is legally or contractually obligated to obtain such consent, and (iv) the date by which such Seller Required Consent is legally or contractually required to be obtained.

No Breach; Consents. (a) Provided that each Consent and Governmental Authorization set forth on Schedule 3.3(a) (the “Seller Required Consents”) is obtained on or before the date set forth in Schedule 3.3(a) as the legal or contractual deadline for obtaining such Seller Required Consent, the The execution, delivery and performance by Sellers Ascend of this Agreement and the Ancillary Agreements to which such Sellers Ascend will become a party, including the sale, transfer and assignment of the Acquired Assets and the Assumed Liabilities to the Buyerstransactions contemplated hereby and thereby, will not (ia) contravene any provision of the Organizational Documents of the Ascend; (b) violate or conflict with any Law, Governmental Order Order, Governmental Authorization against or Governmental Authorizationbinding upon Ascend or upon the properties or business of Ascend, or the rules and regulations of the stock exchange or quotation service on which the Common Stock is listed or quoted, as the case may be, from time to time; (iic) 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 a material payment 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, including any Consent under, under any Contract or Governmental Authorization that is either binding upon or enforceable against any Seller Ascend or any Governmental Authorization that is held by any SellerAscend; (iii) result in the creation of any Encumbrance other than a Permitted Encumbrance upon any Seller or any of the assets of any Seller; (ivd) require any Governmental Authorization; or (ve) 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; (f) cause the Patriot Parties to become subject to, or to become liable for the payment of, any Tax; or (g) result on the creation or imposition of any Encumbrance. (b) Schedule 3.3(a) describes, for each Seller Required Consent, (i) the Governmental Entity or other Person from which the Seller Required Consent must be obtained, (ii) the applicable Law, Governmental Order, Governmental Authorization or Contract requiring such Seller Required Consent, (iii) the Person that is legally or contractually obligated to obtain such consent, and (iv) the date by which such Seller Required Consent is legally or contractually required to be obtained.