Common use of No Conflict of Transaction With Obligations and Laws Clause in Contracts

No Conflict of Transaction With Obligations and Laws. (a) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will: (i) constitute a breach or violation of any provision of the Organizational Documents of the Company or any resolutions of the Company’s Board of Directors; (ii) require the consent of any other party (other than a Governmental Authority) under any loans, contracts, leases, licenses and other agreements to which the Company is a party or by which it is bound; (iii) constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which the Company is a party, or give any other person the right to accelerate any Indebtedness or terminate, modify or cancel any right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Company is a party or by which it or its assets are bound; (v) result in the creation of any Encumbrance upon any Company capital stock or any of the assets of the Company; (vi) conflict with or result in a violation of any Court Order or Law, or give to any other person the right to exercise any remedy or obtain any relief under any Court Order or Law to which the Company is subject or by which the properties or assets of the Company are bound; or (vii) result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, suspend or otherwise modify, any Government Authorization of the Company. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Company does not require the consent, waiver, approval, authorization, exemption of or giving of notice to any Governmental Authority, except for those which are required under (i) Applicable Federal and State Securities Laws.

No Conflict of Transaction With Obligations and Laws. (a) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will: (i) constitute a breach or violation of any provision of the Organizational Documents of the Company Buyer or any resolutions of the CompanyBuyer’s Board of Directors; (ii) require the consent of any other party (other than a Governmental Authority) under any loans, contracts, leases, licenses and other agreements to which the Company Buyer is a party or by which it is bound; (iii) constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which the Company Buyer is a party, or give any other person the right to accelerate any Indebtedness or terminate, modify or cancel any right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Company Buyer is a party or by which it or its assets are bound; (v) result in the creation of any Encumbrance upon any Company Buyer capital stock or any of the assets of the CompanyBuyer; (vi) conflict with or result in a violation of any Court Order or Law, or give to or any other person person, the right to exercise any remedy or obtain any relief under any Court Order or Law to which the Company Buyer is subject or by which the properties or assets of the Company Buyer are bound; or (vii) result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, suspend or otherwise modify, any Government Authorization of the CompanyAuthorization. (b) The execution, delivery and performance of this Agreement Agreement, and the consummation of the transactions contemplated hereby hereby, by the Company does Buyer do not require the consent, waiver, approval, authorization, exemption of or giving of notice to any Governmental Authority, except for those which are required under (i) Applicable Federal and State Securities Lawson the part of the Buyer.

No Conflict of Transaction With Obligations and Laws. (a) Neither Except as set forth on Schedule 2.6 of the execution Schedule of Exceptions, neither ------------ the execution, delivery and delivery performance of this Agreement or any Ancillary Agreement, nor the consummation performance of the transactions contemplated herebyhereby or thereby, will: (ia) conflict with or constitute a breach or violation of any provision of the respective Organizational Documents of the Company or any resolutions of the Company’s Board of DirectorsCompanies; (iib) require the any Governmental Authorization, (c) require any consent of any other party (other than a Governmental Authority) under any parties to loans, contracts, leases, licenses and other agreements to which either of the Company Companies is a party or by which it is boundparty; (iiid) constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which either of the Company Companies is a party, or give any other person the right to accelerate any Indebtedness indebtedness or terminate, modify or cancel any right; (ive) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which either of the Company Companies is a party or by which it or its assets are bound; (vf) result in the creation of any Encumbrance upon any Company capital stock or any of the assets of either of the CompanyCompanies; (vig) conflict with or result in a violation of any Court Order or Law, or give to any other person person, the right to exercise any remedy or obtain any relief under any Court Order or Law Law, to which either of the Company Companies is subject or by which the properties or assets of the Company are bound; , or (viih) result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, suspend or otherwise modify, any Government Authorization Authorization. With respect to the Seller and the Companies, there exists no condition, event or act that after notice, lapse of time, or both, would constitute a material violation or breach of, or a material default under, any of the Company. (b) The execution, delivery and performance of this Agreement and the consummation matters specified in any of the transactions contemplated hereby by foregoing clauses a through h. To the Company does not require best knowledge of the consentSeller, waiverthere exists no condition, approvalevent or act that after notice, authorizationlapse of time, exemption or both, would constitute a material violation or breach of, or a material default under, any of the matters specified in any of the foregoing clauses c, d or giving e on the part of notice to any Governmental Authority, except for those which are required under (i) Applicable Federal and State Securities Lawsthird party thereto.

No Conflict of Transaction With Obligations and Laws. (a) Neither Except as set forth on Schedule 2.6, neither the execution execution, ------------ delivery and delivery performance of this Agreement or any Ancillary Agreement, nor the consummation performance of the transactions contemplated hereby, will: (i) contravene, conflict, with or constitute a breach or violation of any provision of the Organizational Documents Charter of the Company or any resolutions of the Company’s 's Board of Directors; (ii) require the consent any consent, approval or authorization of or declaration, filing or registration with any other party (person other than a Governmental Authoritygovernmental agency as described in paragraph (b) under any below, including consents of parties to loans, contracts, leases, licenses and other agreements to which the Company is a party or by which it is boundagreements; (iii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which the Company is a party, or give any other person the right to accelerate any Indebtedness indebtedness or terminate, modify or cancel any right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Company is a party or by which it or its assets are bound; (v) result in the creation of any Encumbrance upon any Company capital stock Shares or any of the assets of the Company; (vi) contravene, conflict with with, or result in a violation of any Court Order or Law, or give to any governmental authority, whether foreign, domestic, local or other political subdivision or agency of any of the foregoing (each a "Governmental Authority"), or any other person person, the right to exercise any remedy or obtain any relief under any Court Order or Law Law, to which the Company is or Sellers are subject or by which the properties or assets of the Company are bound; , or (vii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, suspend withdraw, suspend, cancel, terminate or otherwise modify, any Government Authorization of the CompanyAuthorization. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Company does Warrantors do not require the consent, waiver, approval, authorization, exemption of or giving of notice to any Governmental Authority. (c) So far as the Warrantors are aware, except for those which there are required under (i) Applicable Federal and State Securities Lawsno issues relating to UK competition law affecting the Company, including without limitation the Competition Xxx 0000.

No Conflict of Transaction With Obligations and Laws. (a) Neither Except as set forth on Schedule 2.6, neither the execution execution, delivery and delivery performance of this Agreement or any Ancillary Agreement, nor the consummation performance of the transactions contemplated herebyhereby and thereby, will: (i) contravene, conflict with, or constitute a breach or violation of any provision of the Organizational Documents Charter or bylaws of the Company or any resolutions of the Company’s 's Board of Directors; (ii) require the consent any consent, approval or authorization of or declaration, filing or registration with any other party person (other than a Governmental Authoritygovernmental agency as described in paragraph (b) under any below), including consents of parties to loans, contracts, leases, licenses and other agreements to which the Company is a party or by which it is boundagreements; (iii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which the Company is a party, or give any other person the right to accelerate any Indebtedness indebtedness or terminate, modify or cancel any right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Company is a party or by which it or its assets are bound; (v) result in the creation of any Encumbrance upon any Company capital stock Shares or any of the assets of the Company; (vi) contravene, conflict with with, or result in a violation of any Court Order or Law, or give to any Government Authority, or any other person person, the right to exercise any remedy or obtain any relief under any Court Order or Law Law, to which the Company is or Sellers are subject or by which the properties or assets of the Company are bound; , or (vii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, suspend withdraw, suspend, cancel, terminate or otherwise modify, any Government Authorization of the CompanyAuthorization. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Company does and Sellers do not require the consent, waiver, approval, authorization, exemption of or giving of notice to any Governmental AuthorityAuthorization, except for those which are required under (i) Applicable Federal and State Securities Lawsset forth on Schedule 2.6.

No Conflict of Transaction With Obligations and Laws. (a) Neither Assuming the execution accuracy of the representations and warranties of the Seller and Zygo hereunder, neither the execution, delivery or performance of this AgreementAgreement nor the Ancillary Agreements to which the Buyer is a party, nor the consummation performance of the transactions contemplated herebyhereby and thereby, will: (i) constitute a breach or violation of any provision of the Organizational Documents of the Company or any resolutions of the Company’s Board of DirectorsBuyer's Constituent Documents; (ii) require the consent any consent, approval or authorization of or declaration, filing or registration with any other party (person other than a Governmental AuthorityAuthority described in paragraph (b) under any loans, contracts, leases, licenses and other agreements to which the Company is a party or by which it is boundbelow; (iii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under, under any debt instrument to which the Company Buyer is a party, or give any other person the right to accelerate any Indebtedness indebtedness or terminate, modify or cancel any material right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other material agreement, instrument or obligation to which the Company Buyer is a party or by which it or its assets are bound; or (v) result in the creation of any Encumbrance upon any Company capital stock or any of the assets of the Company; (vi) conflict with or result in a violation of any Court Order or Law, or give to any other person the right to exercise any remedy or obtain any relief under any Court Order or Law to which the Company is subject or by which the properties or assets of the Company are bound; or (vii) result in a violation of any of Law or Court Order applicable to the terms Buyer or requirements ofits business or assets except, where such breach, violation, default, failure to obtain any consent, approval, authorization or declaration, or give make any Governmental Authority filing or registration would not individually or in the right to revokeaggregate, suspend or otherwise modify, any Government Authorization of the Companyhave a Material Adverse Effect. (b) The execution, delivery and performance of this Agreement and the consummation of Ancillary Agreements to which the Buyer is a party and the transactions contemplated hereby and thereby by the Company does Buyer do not require the consent, waiver, approval, authorization, exemption of or giving of notice by the Buyer to any Governmental AuthorityAuthority or any Person, except for those which are required under those: (i) Applicable Federal provided for in this Agreement; and State Securities Laws(ii) which would not, either individually or in the aggregate, have a Material Adverse Effect upon the Buyer or materially impair or preclude the Buyer's ability to consummate the transactions contemplated by this Agreement.

No Conflict of Transaction With Obligations and Laws. (a) Neither the execution execution, delivery and delivery performance of this Agreement or any Ancillary Agreement, nor the consummation performance of the transactions contemplated herebyhereby or thereby, will: (ia) conflict with or constitute a breach or violation of any provision of the Organizational Documents charter documents of the Company or Buyer; (b) require any resolutions Governmental Authorization, except for the approval of the Company’s Board NASD with respect to the transfer of Directors; the broker-dealer registrations and related transactions, and any filings required in connection with the transfer of the investment advisor registrations of the Companies, (iic) require the any consent of any other party (other than a Governmental Authority) under any parties to loans, contracts, leases, licenses and other agreements to which the Company Buyer is a party or by which it is boundparty; (iiid) constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which the Company Buyer is a party, or give any other person the right to accelerate any Indebtedness or terminate, modify or cancel any rightindebtedness; (ive) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Company Buyer is a party or by which it or its assets are bound; (v) result in the creation of any Encumbrance upon any Company capital stock or any of the assets of the Company; (vif) conflict with or result in a violation of any Court Order or Law, or give to any other person person, the right to exercise any remedy or obtain any relief under any Court Order or Law Law, to which the Company Buyer is subject or by which the properties or assets of the Company Buyer are bound; , or (viig) result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, suspend or otherwise modify, any Government Authorization of the CompanyAuthorization. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Company does not require the consent, waiver, approval, authorization, exemption of or giving of notice to any Governmental Authority, except for those which are required under (i) Applicable Federal and State Securities Laws.

No Conflict of Transaction With Obligations and Laws. (a) Neither the execution and delivery of this Agreement, Agreement nor the consummation of the transactions contemplated hereby, will: (i) constitute a breach or violation of any provision of the Organizational Documents of the Company Buyer or any resolutions of the CompanyBuyer’s Board of Directors; (ii) require the consent of any other party (other than a Governmental Authority) under any loans, contracts, leases, licenses and other agreements to which the Company Buyer is a party or by which it is bound; (iii) constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which the Company Buyer is a party, or give any other person Person the right to accelerate any Indebtedness or terminate, modify or cancel any right; (iv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which the Company Buyer is a party or by which it or its assets are bound; (v) result in the creation of any Encumbrance upon any Company Buyer capital stock or any of the assets of the CompanyBuyer; (vi) conflict with or result in a violation of any Court Order or Law, or give to any other person Person the right to exercise any remedy or obtain any relief under any Court Order or Law to which the Company Buyer is subject or by which the properties or assets of the Company Buyer are bound; or (vii) result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, suspend or otherwise modify, any Government Authorization of the CompanyBuyer. (b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Company does not require the consent, waiver, approval, authorization, exemption of or giving of notice to any Governmental Authority, except for those which are required under (i) Applicable Federal and State Securities Laws.