Common use of No Conflict; No Consent Clause in Contracts

No Conflict; No Consent. Except to the extent that the By- ----------------------- laws of, or other rules or regulations promulgated by, the NASD applicable to Nasdaq SmallCap listed companies may require stockholder approval of the issuance of shares hereunder, the execution and delivery of this Agreement, the issuance and sale of the Shares to the Purchaser and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Company or any Subsidiary under, (i) any provision of the certificate of incorporation or by-laws or similar constituent documents of the Company or any Subsidiary, (ii) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization or qualification from any Authority, of the Company or any Subsidiary or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority to which the Company or any of its Subsidiaries is a party or by which any of them is bound, other than, in the case of clause (ii) above, where such conflict, violation, default, acceleration or Encumbrance would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Authority or third party is required to be made or obtained by the Company or any Subsidiary (including, without limitation, under any environmental or occupational, health and safety laws) in order to execute or deliver this Agreement, issue and sell the Shares or to consummate the transactions contemplated hereby, other than (A) as may be required by the Xxxx-Xxxxx-Xxxxxx Act, (B) as a result of the periodic reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (C) the listing requirements of the NASDAQ SmallCap ------------ Market, or except where the failure to make or obtain any such consent, approval, order, authorization, registration, declaration, filing or notice would not have a Material Adverse Effect.

No Conflict; No Consent. Except to the extent that the By- ----------------------- By-laws of, or other rules or regulations promulgated by, the NASD applicable to Nasdaq SmallCap listed companies may require stockholder approval of the issuance of shares hereunder, the execution and delivery of this Agreement, the issuance and sale of the Shares to the Purchaser and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Company or any Subsidiary under, (i) any provision of the certificate of incorporation or by-laws or similar constituent documents of the Company or any Subsidiary, (ii) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization or qualification from any Authority, of the Company or any Subsidiary or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority to which the Company or any of its Subsidiaries is a party or by which any of them is bound, other than, in the case of clause (ii) above, where such conflict, violation, default, acceleration or Encumbrance would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Authority or third party is required to be made or obtained by the Company or any Subsidiary (including, without limitation, under any environmental or occupational, health and safety laws) in order to execute or deliver this Agreement, issue and sell the Shares or to consummate the transactions contemplated hereby, other than (A) as may be required by the Xxxx-Xxxxx-Xxxxxx Act, (B) as a result of the periodic reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (C) the listing requirements of the NASDAQ SmallCap ------------ Market, or except where the failure to make or obtain any such consent, approval, order, authorization, registration, declaration, filing or notice would not have a Material Adverse Effect.

No Conflict; No Consent. Except to the extent that the By- ----------------------- By-laws of, or other rules or regulations promulgated by, the NASD applicable to Nasdaq SmallCap listed companies may require stockholder approval of the issuance of shares hereunder, the execution and delivery of this Agreement, the issuance and sale of the Shares to the Purchaser and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Company or any Subsidiary under, (i) any provision of the certificate of incorporation or by-laws or similar constituent documents of the Company or any Subsidiary, (ii) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization or qualification from any Authority, of the Company or any Subsidiary or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority to which the Company or any of its Subsidiaries is a party or by which any of them is bound, other than, in the case of clause (ii) above, where such conflict, violation, default, acceleration or Encumbrance would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Authority or third party is required to be made or obtained by the Company or any Subsidiary (including, without limitation, under any environmental or occupational, health and safety laws) in order to execute or deliver this Agreement, issue and sell the Shares or to consummate the transactions contemplated hereby, other than (A) as may be required by the XxxxHart-XxxxxScott-Xxxxxx Rodino Act, (B) as a result of the periodic reporting requirements rexxxxxxx xxxxxxxxxnts under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (C) the listing requirements of the NASDAQ SmallCap ------------ Market, or except where the failure to make or obtain any such consent, approval, order, authorization, registration, declaration, filing or notice would not have a Material Adverse Effect.

No Conflict; No Consent. Except to the extent that the By- ----------------------- laws of, or other rules or regulations promulgated by, the NASD applicable to Nasdaq SmallCap listed companies may require stockholder approval of the issuance of shares hereunder, the The execution and delivery of this Agreement, Agreement and the issuance and sale of the Shares to the Purchaser Settlement Agreement and the consummation of the transactions contemplated hereby (including the issuance of the Shares to the Purchaser) and thereby do not, and will not, not conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, under or the creation or imposition of any Encumbrance on any of the properties or assets of the Company or any Subsidiary under, (i) any provision of the certificate articles of incorporation or by-laws or similar constituent documents of the Company or any Subsidiary, (ii) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization or qualification from any Authority, of the Company or any Subsidiary or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority federal, state, local or regulatory authority (each, an "Authority") to which the Company or any of its Subsidiaries is a party or by which any of them is bound, other than, in the case of clause clauses (ii) aboveand (iii), where such conflict, violation, default, acceleration or Encumbrance would not, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the condition, financial or otherwise, of the business, operations, affairs, properties or assets (collectively, the "Condition") of the Company and its Subsidiaries taken as a whole or on the benefits intended to be afforded to the Purchaser under this Agreement or the Settlement Agreement. No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Authority or third party is required to be made or obtained by the Company or any Subsidiary (including, without limitation, under any environmental or occupational, health and safety laws) in order to execute or deliver this Agreement, issue and sell Agreement or the Shares Settlement Agreement or to consummate the transactions contemplated herebyhereby or thereby, other than (Av) such as may be required by the Xxxx-Xxxxx-Xxxxxx Actunder Article IV hereof in connection with certain registration rights, (Bw) the filing of a Form D pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), (x) as a result of the periodic reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (y) filing of the Articles of Amendment with the Department of State, State of Florida and (Cz) filing of a 9 stipulation or discontinuance and dismissal with prejudice as contemplated by the listing requirements of the NASDAQ SmallCap ------------ Market, or except where the failure to make or obtain any such consent, approval, order, authorization, registration, declaration, filing or notice would not have a Material Adverse EffectSettlement Agreement.

No Conflict; No Consent. Except to the extent that the By- ----------------------- laws ofas set forth on Schedule 3.5, or other rules or regulations promulgated by, the NASD applicable to Nasdaq SmallCap listed companies may require stockholder approval of the issuance of shares hereunder, neither the execution and delivery of by the Company this Agreement, the issuance and sale of the Shares to the Purchaser and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, Agreement or the creation or imposition other agreements to be executed in connection therewith, nor the performance of any Encumbrance on any of the properties or assets of the Company or any Subsidiary underobligations contemplated hereby and thereby, will (i) any provision of violate the certificate of incorporation or by-laws or similar constituent documents bylaws of the Company or any SubsidiaryCompany, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default under, or result in the termination or cancellation of, or accelerate the performance required by, or result in the creation of any Lien upon any of the properties of the Company, under any note, bond, mortgage, indenture, license, franchise, permit, lease, mortgagecontract, deed of trust, loan agreement or other agreement instrument or instrument, commitment or any permit, license, registration, membership, authorization or qualification from any Authority, of the Company or any Subsidiary or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority obligation to which the Company or any of its Subsidiaries is a party their respective properties may be bound, (iii) violate any law applicable to the Company or by which any of them is boundits properties, or (iv) require any consent, approval or authorization of, or notice to, or declaration, qualification, filing or registration with, any federal, state or local governmental authority in connection with the execution, delivery and performance of this Agreement or the other agreements to be executed in connection therewith by the Company, other than, in the case of clause with respect to items (ii), (iii) aboveand (iv), where such conflictthose violations, violationconflicts, defaultbreaches, acceleration defaults, terminations, cancellations, accelerations or Encumbrance would notfailures to perform that will not have, individually or in the aggregatebe reasonably likely to have, have a Material Adverse Effect. No Neither the execution and delivery by any of the Principal Stockholders of this Agreement or any other agreement to be executed in connection herewith to which they are proposed to be parties, nor the performance of any of the obligations contemplated hereby and thereby, will (i) violate, conflict with or result in a breach of any provision of, or constitute a default under, or result in the termination or cancellation of, or accelerate the performance required by, or result in the creation of any Liens upon any of the properties of any Principal Stockholder, under any note, bond, mortgage, indenture, license, franchise, permit, lease, contract, agreement or other instrument or commitment or obligation to which such stockholder or any of its respective properties may be bound, (ii) violate any statute, rule, regulation, mandate, decree, judgment, decision, order or ordinance applicable to any Principal Stockholder or any of its respective properties, or (iii) require any consent, approval, order approval or authorization of, or registration, declaration, filing with or notice to, or declaration, qualification, filing or registration with, any Governmental Authority in connection with the execution, delivery and performance of this Agreement or third party is required any other agreement to be made executed in connection herewith by any Principal Stockholder, other than, with respect to items (i), (ii) and (iii), those violations, conflicts, breaches, defaults, terminations, cancellations, accelerations or obtained by failures to perform that would not be reasonably likely to materially impair the Company ability of any Principal Stockholder to perform its obligations hereunder or any Subsidiary (including, without limitation, under any environmental thereunder or occupational, health and safety laws) in order to execute or deliver this Agreement, issue and sell prevent the Shares or to consummate consummation of the transactions contemplated hereby, other than (A) as may be required by the Xxxx-Xxxxx-Xxxxxx Act, (B) as a result of the periodic reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (C) the listing requirements of the NASDAQ SmallCap ------------ Market, hereunder or except where the failure to make or obtain any such consent, approval, order, authorization, registration, declaration, filing or notice would not have a Material Adverse Effectthereunder.

No Conflict; No Consent. Except to the extent that the By- ----------------------- laws of, or other rules or regulations promulgated by, the NASD applicable to Nasdaq SmallCap listed companies may require stockholder approval of the issuance of shares hereunder, the The execution and delivery of this ----------------------- Agreement, the issuance and sale of the Shares to the Purchaser and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Company or any Subsidiary under, (i) any provision of the certificate articles of incorporation or by-laws or similar constituent documents of the Company or any SubsidiaryCompany, (ii) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization or qualification from any Authority, of the Company or any Subsidiary or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority to which the Company or any of its Subsidiaries is a party or by which any of them it is bound, other than, in the case of clause (ii) above, where such conflict, violation, default, acceleration or Encumbrance would not, individually or in the aggregate, have a Material Adverse Effect. No Except as has already been obtained or made, no consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Authority or third party is required to be made or obtained by the Company or any Subsidiary (including, without limitation, under any environmental or occupational, health and safety laws) in order to execute or deliver this Agreement, issue and sell the Shares or to consummate the transactions contemplated hereby, other than (A) as may be required by the Xxxx-Xxxxx-Xxxxxx Act, (B) as a result of the periodic reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (C) the listing requirements of the NASDAQ SmallCap ------------ Market, or except where the failure to make or obtain any ------------ such consent, approval, order, authorization, registration, declaration, filing or notice would not have a Material Adverse Effect.

No Conflict; No Consent. Except to the extent that the By- By-laws ----------------------- laws of, or other rules or regulations promulgated by, the NASD applicable to Nasdaq SmallCap listed companies may require stockholder approval of the issuance of shares hereunder, the execution and delivery of this Agreement, the issuance and sale of the Shares to the Purchaser and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Company or any Subsidiary under, (i) any provision of the certificate of incorporation or by-laws or similar constituent documents of the Company or any Subsidiary, (ii) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization or qualification from any Authority, of the Company or any Subsidiary or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority to which the Company or any of its Subsidiaries is a party or by which any of them is bound, other than, in the case of clause (ii) above, where such conflict, violation, default, acceleration or Encumbrance would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Authority or third party is required to be made or obtained by the Company or any Subsidiary (including, without limitation, under any environmental or occupational, health and safety laws) in order to execute or deliver this Agreement, issue and sell the Shares or to consummate the transactions contemplated hereby, other than (A) as may be required by the Xxxx-Xxxxx-Xxxxxx Act, (B) as a result of the periodic reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (C) the listing requirements of the NASDAQ SmallCap ------------ Market, or except where the failure to make or obtain any such consent, approval, order, authorization, registration, declaration, filing or notice would not have a Material Adverse Effect.

No Conflict; No Consent. Except to the extent that the By- ----------------------- laws of, or other rules or regulations promulgated by, the NASD applicable to Nasdaq SmallCap listed companies may require stockholder approval of the issuance of shares hereunder, the execution and delivery of this Agreement, the issuance and sale of the Shares to the Purchaser and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Company or any Subsidiary under, (i) any provision of the certificate of incorporation or by-laws or similar constituent documents of the Company or any Subsidiary, (ii) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization or qualification from any Authority, of the Company or any Subsidiary or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority to which the Company or any of its Subsidiaries is a party or by which any of them is bound, other than, in the case of clause (ii) above, where such conflict, violation, default, acceleration or Encumbrance would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Authority or third party is required to be made or obtained by the Company or any Subsidiary (including, without limitation, under any environmental or occupational, health and safety laws) in order to execute or deliver this Agreement, issue and sell the Shares or to consummate the transactions contemplated hereby, other than (A) as may be required by the Xxxx-Xxxx- Xxxxx-Xxxxxx Act, (B) as a result of the periodic reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (C) the ------------ listing requirements of the NASDAQ SmallCap ------------ Market, or except where the failure to make or obtain any such consent, approval, order, authorization, registration, declaration, filing or notice would not have a Material Adverse Effect.

No Conflict; No Consent. (a) Except to the extent that the By- ----------------------- laws of, or other rules or regulations promulgated by, the NASD applicable to Nasdaq SmallCap listed companies may require stockholder approval as set forth in Part 3.3(a) of the issuance of shares hereunderDisclosure Letter, neither the execution and delivery of this AgreementAgreement or the Ancillary Agreements to which the Company is a party will, the issuance and sale directly or indirectly (with or without notice or lapse of the Shares to the Purchaser and the consummation of the transactions contemplated hereby do not, and will nottime): (i) contravene, conflict with, or result in any a violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Company or any Subsidiary under, (iA) any provision of the certificate Organizational Documents, or (B) any resolution adopted by the board of incorporation directors or by-laws or similar constituent documents stockholders of the Company or any Subsidiary, Company; (ii) materially contravene or conflict with, or result in a material violation of, or give any indentureindividual, leaseentity, mortgageor Governmental Body (each, deed a “Person”) the right to challenge any of trustthe transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, loan agreement any federal, state, local, municipal, foreign, international, multinational, or other agreement or instrument, or any permit, license, registration, membership, authorization or qualification from any Authority, of the Company or any Subsidiary or (iii) any judgment, administrative order, decree, statuteconstitution, law, ordinance, rule principle of common law, regulation, statute, or regulation of treaty (each, a “Legal Requirement”) or any Authority award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Body or by any arbitrator (each, an “Order”) to which the Company, any of its Subsidiaries or any of the assets owned or used by the Company or any of its Subsidiaries is may be subject; (iii) materially contravene or conflict with, or result in a party or by which material violation of any of them is bound, other than, in the case of clause (ii) above, where such conflict, violation, default, acceleration terms or Encumbrance would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, order or authorization requirements of, or registrationgive any Governmental Body the right to revoke, declarationwithdraw, filing with suspend, cancel, terminate, or notice tomodify, any Authority approval, consent, license, permit, waiver, or third party other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement (each, a “Governmental Authorization”) that is required to be made or obtained held by the Company or any Subsidiary of its Subsidiaries or that otherwise relates to the business of, or any of the assets owned or used by, the Company or any of its Subsidiaries; (includingiv) materially contravene or conflict with, without limitationor result in a material violation or breach of any provision of, under or give any environmental Person the right to declare a default or occupationalexercise any remedy under, health or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any contract; or (v) result in the imposition or creation of any lien, option, pledge, security interest, or right of first refusal (each, an “Encumbrance”) upon or with respect to any of the assets owned or used by the Company or any of its Subsidiaries. (b) Except as set forth in Part 3.3(b) of the Disclosure Letter, neither the Company nor any of its Subsidiaries is or will be required to give any notice to or obtain any approval, consent, ratification, waiver, or other authorization (including any Governmental Authorization) (each, a “Consent”) from any Person in connection with the execution and safety lawsdelivery of this Agreement or the consummation or performance of any of the transactions contemplated by this Agreement. (c) in order to execute or deliver For purposes of this Agreement, issue and sell the Shares or to consummate the transactions contemplated herebyterm “Governmental Body” means any (i) nation, other than (A) as may be required by the Xxxx-Xxxxx-Xxxxxx Actstate, (B) as a result of the periodic reporting requirements under the Securities Exchange Act of 1934county, as amended (the "Exchange Act") and (C) the listing requirements of the NASDAQ SmallCap ------------ Marketcity, town, village, district, or except where the failure other jurisdiction of any nature; (ii) federal, state, local, municipal, foreign, or other government; (iii) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal); (iv) multi-national organization or body; or (v) body exercising, or entitled to make exercise, any administrative, executive, judicial, legislative, police, regulatory, or obtain taxing authority or power of any such consent, approval, order, authorization, registration, declaration, filing or notice would not have a Material Adverse Effectnature.

No Conflict; No Consent. (a) Except to the extent that the By- ----------------------- laws of, or other rules or regulations promulgated by, the NASD applicable to Nasdaq SmallCap listed companies may require stockholder approval as set forth in Section 4.2(a) of the issuance of shares hereunderSeller Disclosure Letter, the execution and delivery of this Agreement, and each Ancillary Agreement to which the issuance and sale of Partnership or the Shares to General Partner is a party, by the Purchaser Partnership or the General Partner, and the consummation of the transactions contemplated hereby and thereby, do not, not and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Company or any Subsidiary under, not (i) violate any provision of the certificate Organizational Documents of incorporation any Partnership Entity; or by-laws or similar constituent documents of the Company or any Subsidiary, (ii) assuming that all Partnership Regulatory Approvals have been obtained or, in the case of filings, registrations and notices, made, (A) conflict with or violate any indentureApplicable Law, lease(B) except as set forth in Section 4.2(a) of the Seller Disclosure Letter, mortgage, deed require the Consent of trust, loan agreement or other agreement action by any Person under, violate, result in the termination, cancellation, modification or instrumentacceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, breach or constitute a default under (in each case with or without notice, the passage of time or both), any permit, license, registration, membership, authorization or qualification from any Authority, of the Company or any Subsidiary or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority Contract to which the Company or any of its Subsidiaries Partnership Entity is a party or by which any of them their respective properties or other assets is boundbound or (C) result in the creation of any Claim on any of the equity, other thanassets or properties of any Partnership Entity, except, in the case of clause (iiB) aboveor (C), where for any such conflict, violation, defaulttermination, acceleration cancellation, modification, acceleration, default or Encumbrance Claim as would notnot reasonably be expected, individually or in the aggregate, to have a Partnership Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration, . (b) Except (i) for the filing with or of notice to, any Authority or third party is required to be made or obtained by the Company or any Subsidiary (including, without limitation, under any environmental or occupational, health and safety laws) in order to execute or deliver this Agreement, issue and sell the Shares or to consummate the transactions contemplated hereby, other than (A) as may be required by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (“HSR Act”), (B) as a result and the expiration or early termination of the periodic reporting requirements under the Securities Exchange Act applicable waiting period and any necessary filings of 1934notice with and approvals from similar foreign antitrust authorities, as amended (the "Exchange Act") if applicable, and (Cii) the listing requirements those matters set forth in Section 4.2(b) of the NASDAQ SmallCap ------------ MarketSeller Disclosure Letter (collectively, the “Partnership Regulatory Approvals”), all Governmental Approvals required for the execution, delivery and performance by the Partnership and the General Partner of this Agreement and the Ancillary Agreements to which they are a party and the consummation of the transactions contemplated hereby and thereby have been, or except where will have been, at or prior to the failure to make Closing, obtained or obtain any such consent, approval, order, authorization, registration, declaration, filing or notice would not have a Material Adverse Effectmade.

No Conflict; No Consent. Except to the extent that the By- ----------------------- By-laws of, or other rules or regulations promulgated by, the NASD applicable to Nasdaq SmallCap listed companies may require stockholder approval of the issuance of shares hereunder, the execution and delivery of this Agreement, the issuance and sale of the Shares to the Purchaser and the consummation of the transactions contemplated hereby do not, and will not, conflict with, or result in any violation of or default under, or permit the acceleration of any obligation under, or the creation or imposition of any Encumbrance on any of the properties or assets of the Company or any Subsidiary under, (i) any provision of the certificate of incorporation or by-laws or similar constituent documents of the Company or any Subsidiary, (ii) any indenture, lease, mortgage, deed of trust, loan agreement or other agreement or instrument, or any permit, license, registration, membership, authorization or qualification from any Authority, of the Company or any Subsidiary or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation of any Authority to which the Company or any of its Subsidiaries is a party or by which any of them is bound, other than, in the case of clause (ii) above, where such conflict, violation, default, acceleration or Encumbrance would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Authority or third party is required to be made or obtained by the Company or any Subsidiary (including, without limitation, under any environmental or occupational, health and safety laws) in order to execute or deliver this Agreement, issue and sell the Shares or to consummate the transactions contemplated hereby, other than (A) as may be required by the XxxxHart-XxxxxScott-Xxxxxx Rodino Act, (B) as a result of the periodic reporting requirements under reportinx xxxxxxxxxxxx xxder the Securities Exchange Act of 1934, as amended (the "Exchange Act") and (C) the listing requirements of the NASDAQ SmallCap ------------ Market, or except where the failure to make or obtain any such consent, approval, order, authorization, registration, declaration, filing or notice would not have a Material Adverse Effect.