Common use of No Breach; Consents Clause in Contracts

No Breach; Consents. The execution, delivery and performance of this Agreement will not (a) contravene any provision of the Organizational Documents of the Company or any Selling Subsidiary; (b) violate or conflict with any material Law, Governmental Order or Governmental Authorization applicable to any Selling Company; (c) except as set forth on Schedule 3.3, 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 Acquired Contract that is either binding upon or enforceable against any Selling Company or any Governmental Authorization that is held by any Selling Company; or (d) result in the creation of any material Encumbrance upon any of the Acquired Assets. 3.4

No Breach; Consents. The execution, delivery and performance of this Agreement will not (a) contravene any provision of the Organizational Documents of the Company or any Selling Subsidiary; (b) violate or conflict with any material Law, Governmental Order or Governmental Authorization applicable to any Selling Company; (c) except as set forth on Schedule 3.3, 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 Acquired Contract that is either binding upon or enforceable against any Selling Company or any Governmental Authorization that is held by any Selling Company; or (d) result in the creation of any material Encumbrance upon any of the Acquired Assets. 3.4.

No Breach; Consents. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which the Shareholders will become a party by such Shareholder will not (a) contravene any provision of the Organizational Documents Documents, if any, of the Company or any Selling Subsidiarysuch Shareholder; (b) violate or conflict with any material Law, Governmental Order or Governmental Authorization applicable to any Selling CompanyAuthorization; (c) except as set forth on Schedule 3.3, 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 Acquired Contract or Governmental Authorization that is either binding upon or enforceable against any Selling Company such Shareholder or any Governmental Authorization that is held by any Selling the Company; or (d) result in the creation of any material Encumbrance upon the Shares held by such Shareholder; or (e) require any of the Acquired Assets. 3.4Governmental Authorization.

No Breach; Consents. The execution, delivery and performance of this Agreement will not materially (a) contravene any provision of the Organizational Documents of the Company or any Selling Subsidiary; (b) violate or conflict with any material Law, Governmental Order or Governmental Authorization applicable to any Selling the Company; (c) except as set forth on Schedule 3.3, conflict with, result in any breach of any of the provisions of, constitute a default (or any event that which 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 Acquired Contract or Governmental Authorization that is either binding upon or enforceable against any Selling the Company or any Governmental Authorization Subsidiary that is held by any Selling have a Material Adverse Effect on the Company; or (d) result in the creation of any material Encumbrance upon the Company or any Subsidiary or any of the Acquired Assets. 3.4assets of the Company or any Subsidiary, except for any Encumbrance that may be imposed by any contract or other agreement to which Buyer is a party or by which any of the assets of Buyer are bound.

No Breach; Consents. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which the Company will become a party will not (a) contravene any provision of the Organizational Documents of the Company or any Selling Subsidiary; (b) violate or conflict with any material Law, Governmental Order or Governmental Authorization applicable to any Selling CompanyAuthorization; (c) except as set forth on Schedule 3.3, 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 Acquired Contract that is either binding upon or enforceable against the Company or any Selling Company Subsidiary or any Governmental Authorization that is held by the Company or any Selling CompanySubsidiary; or (d) result in the creation of any material Encumbrance upon the Company or any Subsidiary or any of the Acquired Assets. 3.4assets of the Company or any Subsidiary; or (e) require any Governmental Authorization.