Common use of No Conflict; Authorizations Clause in Contracts

No Conflict; Authorizations. (a) Except as set forth in Section 3.5(a) of the Elitech Disclosure Schedule, the execution and delivery of this Agreement by Elitech do not, and the performance by Elitech of its obligations hereunder and the consummation by Elitech of the transactions contemplated hereby (in each case, with or without the giving of notice or lapse of time, or both) will not, directly or indirectly, (i) violate the provisions of Elitech’s or any of its Subsidiaries’ Charter Documents, (ii) violate or conflict with, or constitute a default, an event of default or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights, or require a consent to assignment, under any Contract (A) to which Elitech or any of its Subsidiaries is a party, (B) of which Elitech or any of its Subsidiaries is a beneficiary or (C) by which Elitech or any of its Subsidiaries or any of their respective assets is bound, (iii) violate or conflict with any Law, Authorization or Order applicable to Elitech or any of its Subsidiaries, or give any Governmental Entity or other Person the right to challenge any of the transactions contemplated hereby or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Law, Authorization or Order, or (iv) result in the creation of any Liens upon any of the assets owned or used by Elitech or any of its Subsidiaries, except for any such violations, conflicts, defaults and events referred to in clause (ii) and for any such violations, conflicts, challenges, remedies, relief, revocations, modifications or Liens referred to in clause (iii) and (iv) that would not reasonably be expected to have, individually or in the aggregate, an Elitech Material Adverse Effect. Section 3.5(a) of the Elitech Disclosure Schedule sets forth all consents, waivers, assignments and other approvals and actions that are required in connection with the transactions contemplated by this Agreement under any material Contract to which Elitech or any of its Subsidiaries is a party (collectively, “Elitech Consents”) in order to preserve all rights of, and benefits to, Elitech and its Subsidiaries thereunder.

No Conflict; Authorizations. (a) Except as set forth in Section 3.5(a) of the Elitech Disclosure Schedule, the The execution and delivery of this Agreement by Elitech the Company do not, and the performance by Elitech the Company of its obligations hereunder and the consummation by Elitech the Company of the transactions contemplated hereby (in each case, with or without the giving of notice or lapse of time, or both) will not, directly or indirectly, not (i) violate the provisions of Elitechthe Company’s or any of its Subsidiaries’ Charter Documentsorganizational documents, (ii) violate or conflict with, or constitute a default, an event of default or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations cancellation or loss of rights, or require a consent to assignment, under any Contract (A) to which Elitech the Company or any of its Subsidiaries is a party, (B) of which Elitech the Company or any of its Subsidiaries is a beneficiary or (C) by which Elitech the Company or any of its Subsidiaries or any of their respective assets is bound, (iii) subject to the governmental filings and other matters referred to in Section 3.5(b), violate or conflict in any material respect with any Law, Authorization or Order applicable to Elitech the Company or any of its Subsidiaries, or give any Governmental Entity or other Person the right to challenge any of the transactions contemplated hereby or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Law, Authorization or Order, or (iv) result in the creation of any Liens (other than Permitted Liens) upon any of the assets owned or used by Elitech the Company or any of its Subsidiaries, except for any such violations, conflicts, defaults and events referred to in clause (ii) and for any such violations, conflicts, challenges, remedies, relief, revocations, modifications or Liens referred to in clause (iii) and (iv) that would not reasonably be expected to have, individually or in the aggregate, an Elitech Material Adverse Effect. Section 3.5(a) of the Elitech Company Disclosure Schedule sets forth all consents, waivers, assignments and other approvals and actions that are required in connection with the transactions contemplated by this Agreement under any material Contract to which Elitech the Company or any of its Subsidiaries is a party (collectively, “Elitech Consents”) in order to preserve all rights of, and benefits to, Elitech the Surviving Corporation and its Subsidiaries thereunder.

No Conflict; Authorizations. (a) Except as set forth in Section 3.5(a) of the Elitech Disclosure Schedule, the The execution and delivery of this Agreement by Elitech do the Company does not, and the performance by Elitech consummation of its obligations hereunder the Merger and the consummation by Elitech of the other transactions contemplated hereby (in each case, with or without by the giving of notice or lapse of time, or both) Company will not, directly or indirectly, (i) violate the provisions of Elitech’s any of the Charter Documents of the Company or any of its Subsidiaries’ Charter Documents, (ii) violate result in a violation or conflict withbreach of, or constitute (with or without due notice or lapse of time or both) a default, an event default (or give rise to any right of default or an event creating rights of acceleration, termination, cancellationcancellation or acceleration) under, imposition any of additional obligations the terms, conditions or loss provisions of rights, or require a consent to assignment, under any Contract (A) or other instrument or obligation to which Elitech the Company or any of its Subsidiaries is a party, (B) of which Elitech party or any of its Subsidiaries is a beneficiary or (C) by which Elitech the Company or any of its Subsidiaries or any of their respective properties or assets is may be bound, or (iii) assuming compliance by the Company with the matters referred to Section 4.5(b), violate or conflict with any Law, Authorization or Order Law applicable to Elitech the Company or any of its Subsidiaries, or give any Governmental Entity or other Person the right to challenge any of the transactions contemplated hereby or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Law, Authorization or Order, or (iv) result in the creation of any Liens upon any of the assets owned or used by Elitech Subsidiaries or any of its Subsidiariestheir respective assets, except for any such violations, conflicts, defaults and events referred to in clause the case of clauses (ii) and (iii), for any such breaches, violations, conflictsdefaults, challengesobligations or losses, remedies, relief, revocations, modifications or Liens referred to in clause (iii) and (iv) that would not reasonably be expected to havewhich, individually or in the aggregate, an Elitech Material Adverse Effectwould not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole or to prevent or materially alter or delay the Company’s ability to consummate the Merger. Section 3.5(a4.5(a) of the Elitech Company Disclosure Schedule sets forth all consents, waivers, assignments and other approvals and actions (“Consents”) that are required in connection with the transactions contemplated by this Agreement under any material Material Contract to which Elitech the Company or any of its Subsidiaries is a party (collectively, “Elitech Consents”) in order to preserve all rights of, and benefits to, Elitech the Surviving Corporation and its Subsidiaries thereunder.

No Conflict; Authorizations. (a) Except as set forth in Section 3.5(a) of the Elitech Disclosure Schedule, the The execution and delivery of this Agreement by Elitech the Company do not, and the performance by Elitech the Company of its obligations hereunder and the consummation by Elitech the Company of the transactions contemplated hereby (in each case, with or without the giving of notice or lapse of time, or both) will not, directly or indirectly, (i) violate the provisions of Elitech’s the Company's or any of its Subsidiaries’ ' Charter Documents, (ii) violate or conflict with, or constitute a default, an event of default or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights, or require a consent to assignment, under any Contract (A) to which Elitech or any of its Subsidiaries is a party, (B) of which Elitech or any of its Subsidiaries is a beneficiary or (C) by which Elitech or any of its Subsidiaries or any of their respective assets is boundMaterial Contract, (iii) assuming compliance by the Company with the matters referred to in Section 3.5(b), violate or conflict with any Law, Authorization or Order applicable to Elitech the Company or any of its Subsidiaries, or give any Governmental Entity or other Person the right to challenge any of the transactions contemplated hereby or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Law, Authorization or Order, or (iv) result in the creation of any Liens upon any of the assets owned or used by Elitech the Company or any of its Subsidiaries, except for any such violations, conflicts, defaults and events referred to in clause (ii) and for any such violations, conflicts, challenges, remedies, relief, revocations, modifications or Liens referred to in clause clauses (iii) and (iv) that would not reasonably be expected to have, individually or in the aggregate, an Elitech a Company Material Adverse Effect. Section 3.5(a) of the Elitech Company Disclosure Schedule Letter sets forth all consents, waivers, assignments and other approvals and actions that are required in connection with the transactions contemplated by this Agreement under any material Material Contract to which Elitech or any of its Subsidiaries is a party (collectively, “Elitech "Consents”") in order to preserve all material rights of, and material benefits to, Elitech the Surviving Corporation and its Subsidiaries thereunder.

No Conflict; Authorizations. (a) Except as set forth in Section 3.5(a) of the Elitech Disclosure Schedule, the The execution and delivery of this Agreement by Elitech the Company do not, and the performance by Elitech the Company of its obligations hereunder and the consummation by Elitech the Company of the transactions contemplated hereby (in each case, with or without the giving of notice or lapse of time, or both) will not, directly or indirectly, (i) violate the provisions of Elitechthe Company’s or any of its Subsidiaries’ Charter Documents, (ii) except as set forth in Section 3.5(a) of the Company Disclosure Schedule, violate or conflict with, or constitute a default, an event of default or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights, or require a consent to assignment, under any Contract (A) to which Elitech or any of its Subsidiaries the Company is a party, (B) of which Elitech or any of its Subsidiaries the Company is a beneficiary or (C) by which Elitech the Company or any of its Subsidiaries or any of their respective assets is bound, (iii) violate assuming compliance by the Company with the matters referred to in Section 3.5(b),violate or conflict with any Law, Authorization or Order applicable to Elitech or any of its Subsidiariesthe Company, or give any Governmental Entity or other Person the right to challenge any of the transactions contemplated hereby or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Law, Authorization or Order, or (iv) result in the creation of any Liens upon any of the assets owned or used by Elitech or any of its Subsidiariesthe Company, except for any such violations, conflicts, defaults and events referred to in clause (ii) and for any such violations, conflicts, challenges, remedies, relief, revocations, modifications or Liens referred to in clause clauses (iii) and (iv) that would not reasonably be expected to havebe, individually or in the aggregate, an Elitech Material Adverse Effectmaterial to the Company taken as a whole. Section 3.5(a) of the Elitech Company Disclosure Schedule sets forth all consents, waivers, assignments and other approvals and actions that are required in connection with the transactions contemplated by this Agreement under any material Contract to which Elitech or any of its Subsidiaries the Company is a party (collectively, “Elitech Consents”) in order to preserve all rights of, and benefits to, Elitech and its Subsidiaries the Surviving Corporation thereunder.

No Conflict; Authorizations. (a) Except as set forth in Section 3.5(a) of the Elitech Disclosure Schedule, the The execution and delivery of this Agreement by Elitech Nanogen do not, and the performance by Elitech Nanogen of its obligations hereunder and the consummation by Elitech Nanogen of the transactions contemplated hereby (in each case, with or without the giving of notice or lapse of time, or both) will not, directly or indirectly, (i) violate the provisions of Elitech’s the Charter Documents of Nanogen or any of its Subsidiaries’ Charter Documents, (ii) violate or conflict with, or constitute a default, an event of default or an event creating rights of acceleration, termination, cancellation, imposition of additional obligations or loss of rights, or require a consent to assignment, under any Contract (A) to which Elitech Nanogen or any of its Subsidiaries is a party, (B) of which Elitech Nanogen or any of its Subsidiaries is a beneficiary or (C) by which Elitech the Nanogen or any of its Subsidiaries or any of their respective assets is bound, (iii) violate or conflict with any Law, Authorization or Order applicable to Elitech Nanogen or any of its Subsidiaries, or give any Governmental Entity or other Person the right to challenge any of the transactions contemplated hereby or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Law, Authorization or Order, or (iv) result in the creation of any Liens upon any of the assets owned or used by Elitech Nanogen or any of its Subsidiaries, except for any such violations, conflicts, defaults and events referred to in clause (ii) and for any such violations, conflicts, challenges, remedies, relief, revocations, modifications or Liens referred to in clause clauses (iii) and (iv) that would not reasonably be expected to have, individually or in the aggregate, an Elitech a Nanogen Material Adverse Effect. Section 3.5(a4.5(a) of the Elitech Nanogen Disclosure Schedule sets forth all consents, waivers, assignments and other approvals and actions that are required in connection with the transactions contemplated by this Agreement under any material Contract to which Elitech Nanogen or any of its Subsidiaries is a party (collectively, “Elitech Nanogen Consents”) in order to preserve all rights of, and benefits to, Elitech Nanogen and its Subsidiaries thereunder.