Common use of No Breach; Consents Clause in Contracts

No Breach; Consents. (a) Except as set forth in Section 2.02(a) of the Disclosure Schedule, neither the execution and delivery of this Agreement or any Ancillary Agreement nor the consummation or performance of any of the transactions contemplated hereby or thereby, will directly or indirectly (with or without notice or lapse of time): (i) conflict with or violate any provision of the Company's articles of incorporation, bylaws or other organizational documents; (ii) conflict with or violate, or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy or obtain any relief under, any Legal Requirement, Order or Governmental Authorization applicable to Seller or the Company; (iii) conflict with, breach any provision of, constitute a default under, give any Person the right to declare a default or exercise any remedy under, or result in the termination, amendment, modification, abandonment or acceleration of the maturity or performance (or any right to effect such a result) of any Material Contract; or (iv) impose any Encumbrance upon or with respect to any of the Company's assets or the Shares. (b) Except as set forth in Section 2.02(b) of the Disclosure Schedule, neither Seller nor the Company is required to give any notice or obtain any Consent or Governmental Authorization in connection with the execution and delivery of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby.

No Breach; Consents. (ai) The execution and delivery by the Company of this Agreement and the performance by the Company of the transactions contemplated hereby in accordance with the terms hereof, do not and will not (A) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, give rise to a right of termination of, or require any notice or approval under, any material contract, agreement, permit, license, authorization or obligation to which the Company or any of the Company’s Subsidiaries is a party or by which the Company’s or any of the Company’s Subsidiaries’ assets are bound; (B) conflict with, or result in any violation of, any provision of the Organizational Documents of the Company or any of the Company’s Subsidiaries; or (C) violate or result in a violation of, or constitute a default under (whether after the giving of notice, lapse of time or both), any provision of any Law, or any order of, or any restriction imposed by, any court or other Governmental Body material to the Company or any of the Company’s Subsidiaries, except, in the case of clauses (A) and (C), for any such conflicts, defaults, violations, termination rights or notices or approvals, for which the failure to provide or obtain have not had, and would not reasonably be expected to have, a Material Adverse Effect. (ii) Except as set forth in Section 2.02(a3.02(b)(ii) of the Disclosure ScheduleSchedules, neither the execution and delivery of this Agreement or any Ancillary Agreement nor the consummation or performance of any of the transactions contemplated hereby or thereby, will directly or indirectly (with or without notice or lapse of time): (iA) conflict with or violate any provision of the Company's articles of incorporation, bylaws or other organizational documents; (ii) conflict with or violate, or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy or obtain any relief under, any Legal Requirement, Order or Governmental Authorization applicable to Seller or the Company; (iii) conflict with, breach any provision of, constitute a default under, give any Person the right to declare a default or exercise any remedy under, or result in the termination, amendment, modification, abandonment or acceleration of the maturity or performance (or any right to effect such a result) of any Material Contract; or (iv) impose any Encumbrance upon or with respect to any of the Company's assets or the Shares. (b) Except as set forth in Section 2.02(b) of the Disclosure Schedule, neither Seller nor the Company is not required to give submit any notice material notice, report or obtain other filing with any Consent or Governmental Authorization Body in connection with the execution and delivery of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby hereby, and (B) no material consent, approval or therebyauthorization of any Governmental Body or any other party or Person is required to be obtained by the Company in connection with this Agreement or the consummation of the transactions contemplated hereby.

No Breach; Consents. (a) Except as set forth in Section 2.02(aon Schedule 3.4(a) of the Disclosure ScheduleSchedules (with reference to the subsections identified below), neither the execution and or delivery by the Company of this Agreement any of the Transaction Documents to which it is or any Ancillary Agreement nor will be a party, the consummation or performance of any by the Company of the transactions contemplated hereby or and thereby, nor the performance by the Company of its obligations hereunder and thereunder will directly or indirectly (with or without notice or lapse of time): (i) conflict with or violate any provision of the Organizational Documents of any Acquired Company's articles of incorporation, bylaws or other organizational documents; (ii) conflict with violate any Law or violateOrder, in each case, applicable to any Acquired Company or its respective Assets, properties, or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy or obtain any relief underrights, any Legal Requirement, Order or Governmental Authorization applicable to Seller or the Company; (iii) conflict with, breach any provision of, constitute a default under, give any Person the right to declare a default or exercise any remedy under, or result in the termination, amendment, modification, abandonment or acceleration of the maturity or performance (or any right to effect such a result) imposition of any Material Contract; or (iv) impose any Encumbrance Lien upon or with respect to any Asset owned or used by any Acquired Company (except for Permitted Liens), or (iv) violate, result in a breach of, or constitute (with notice or lapse of the Company's assets time or the Sharesboth) a default under, or give rise to any right of termination, cancellation, or acceleration under any Contract to which any Acquired Company is a party or by which it or any of its properties or Assets may be bound. (b) Except as set forth in Section 2.02(bon Schedule 3.4(b) of the Disclosure ScheduleSchedules, neither Seller nor no filing with, and no permit, authorization, consent, or approval of, any Person is necessary for the Company is required to give any notice or obtain any Consent or Governmental Authorization in connection with the Company’s execution and delivery of this Agreement or the Ancillary Agreements or Transaction Documents, the consummation by the Company of the transactions contemplated hereby or therebythereby or the Company’s performance of its obligations hereunder or thereunder. The Company has made all required filings under the HSR Act and any applicable foreign competition Laws, and all applicable waiting periods affecting the Closing have expired or been terminated.