Common use of No Company Defaults or Consents Clause in Contracts

No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.5 hereto, neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will: (a) violate or conflict with any of the terms, conditions or provisions of the Organizational Documents; (b) violate any Legal Requirements applicable to the Business; (c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract or Permit binding upon or applicable to the Business, except for any such violation, conflict, breach, default or acceleration which would not result in a Material Adverse Effect; (d) result in the termination of any Contract of the Business, or require the payment of any fees, Taxes or assessments, in either case, pursuant to any federal, state or local program or initiative (i) relating to minority-owned or small disadvantaged businesses, or (ii) based upon some other status of business ownership; (e) result in the creation of any Encumbrance on any Properties other than any Encumbrance that result from the Buyer’s acquisition of the Common Membership Interests; or (f) require the Company or the Existing Members to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third-party or any Governmental Authority.

No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.5 3.6 hereto, neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will: (a) violate or conflict with any of the terms, conditions or provisions of the Organizational Documents; (b) violate any Legal Requirements applicable to the BusinessCompany; (c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract or Permit binding upon or applicable to the Business, except for any such violation, conflict, breach, default or acceleration which would not result in a Material Adverse EffectCompany; (d) result in the termination of any Contract of the BusinessCompany, or require the payment of any fees, Taxes or assessments, in either case, pursuant to any federal, state or local program or initiative initiative, (i) relating to minority-owned or small disadvantaged businesses, or (ii) based upon some other status of business ownership; (e) result in the creation of any Encumbrance Lien on any Properties of the Company other than any Encumbrance Liens that result from the Buyer’s acquisition of the Common Membership Interests; or; (f) require the Company Seller or the Existing Members Company to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third-party or any Governmental Authority; or (g) require the Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority.

No Company Defaults or Consents. Except as otherwise set forth in on Schedule 3.5 hereto, neither none of the execution and delivery of this Agreement nor and the carrying out of any Ancillary Agreements, the consummation of the transactions contemplated hereby and thereby, or the compliance with the terms hereof and thereof by the Company or the Seller will: : (a) violate or conflict with any of the terms, conditions conditions, or provisions of the Organizational Documents; certificate or articles of incorporation or bylaws, or other organizational document, of any Entity; (b) violate any Legal Requirements applicable to any Entity or the Business; property or assets of any Entity; (c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), trigger any payment under, or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, cancel or accelerate, any material Contract or material Permit binding upon or applicable to the Business, except for any such violation, conflict, breach, default or acceleration which would not result in a Material Adverse Effect; Entity; (d) result in the termination of any Contract of the Business, or require the payment of any fees, Taxes or assessments, in either case, pursuant to any federal, state or local program or initiative (i) relating to minority-owned or small disadvantaged businesses, or (ii) based upon some other status of business ownership; (e) result in the creation of any Encumbrance Lien on any Properties other than material properties of any Encumbrance that result from Entity; or (e) except for required filings and approvals under the Buyer’s acquisition of the Common Membership Interests; or (f) HSR Act, require the Company or the Existing Members to obtain or make any waiver, consent, action, approval approval, or authorization of, or registration, declaration, notice notice, or filing with, any private non-governmental third-third party or any Governmental Authority.

No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.5 3.4 attached hereto, neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will: (ai) violate or conflict with any of the terms, conditions or provisions of the Organizational Documentscharter or bylaws of Adjoined or any Subsidiary; (bii) violate any Legal Requirements applicable to the BusinessAdjoined or any Subsidiary in any material respect; (ciii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any material Contract or Permit binding upon or applicable to the Business, except for Adjoined or any such violation, conflict, breach, default or acceleration which would not result in a Material Adverse EffectSubsidiary; (d) result in the termination of any Contract of the Business, or require the payment of any fees, Taxes or assessments, in either case, pursuant to any federal, state or local program or initiative (i) relating to minority-owned or small disadvantaged businesses, or (ii) based upon some other status of business ownership; (e) result in the creation of any Encumbrance on any Properties other than any Encumbrance that result from the Buyer’s acquisition of the Common Membership Interests; or (fiv) require the Company Adjoined or the Existing Members any Subsidiary to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third-third party or any Governmental Authority; (v) result in the creation of any Lien on any Properties of Adjoined or any Subsidiary; or (vi) solely as a result of a change of control of the Company as a result of the Merger, without any other action by Parent or the Surviving Company following the Merger, result in any payment obligation of the Company.

No Company Defaults or Consents. Except as otherwise set forth in Schedule 3.5 SCHEDULE 3.05 attached hereto, neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will: (ai) violate or conflict with any of the terms, conditions or provisions of the Organizational Documentsbylaws of the Company and/or its Controlled and Related Companies; (bii) violate any Legal Requirements applicable to the BusinessCompany and/or its Controlled Companies; (ciii) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract or Permit binding upon or applicable to the Business, except for any such violation, conflict, breach, default or acceleration which would not result in a Material Adverse EffectCompany and/or its Controlled Companies; (d) result in the termination of any Contract of the Business, or require the payment of any fees, Taxes or assessments, in either case, pursuant to any federal, state or local program or initiative (i) relating to minority-owned or small disadvantaged businesses, or (ii) based upon some other status of business ownership; (eiv) result in the creation of any Encumbrance lien, charge or other encumbrance on the shares of capital stock or any Properties other than any Encumbrance that result from the Buyer’s acquisition Property of the Common Membership InterestsCompany and/or its Controlled Companies; or (fv) require any of the Stockholders or the Company or the Existing Members to obtain or make any waiver, consent, action, approval or authorization of, to or registration, declaration, notice or filing with, any private non-governmental third-nongovernmental third party or any Governmental Authority. Any and all consents required to be obtained by the Company and/or its Controlled Companies as set forth in Schedule 3.05 shall be obtained and copies thereof delivered to the Buyer upon execution of this Agreement; except in the case of each of clauses (ii)-(v) for any such conflicts, violations, breaches, defaults or other occurrences which would not individually or in the aggregate, result in a material adverse effect on the Company and/or its Controlled Companies.