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

No Conflict of Transaction With Obligations and Laws. Except as set forth in Schedule 3.3: (a) Neither the execution and delivery of this Agreement or any of the Ancillary Agreements by Buyer, nor the performance of the transactions contemplated hereby and thereby will: (i) constitute a breach or violation of any provision of the Charter or bylaws of Buyer; (ii) 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 Buyer is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any right which could reasonably be expected to have a material adverse affect on the Buyer’s financial condition or results or operations (a “Buyer Material Adverse Effect”); (iii) 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 Buyer is a party which could reasonably be expected to have a Buyer Material Adverse Effect; or (iv) result in a material violation of any law, regulation, administrative order or judicial order applicable to the Buyer. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any person or any Governmental Entity, is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and each of the Ancillary Agreements to which Buyer is a party or the consummation of the transactions contemplated hereby, except for (i) the filing of a Current Report on Form 8-K under the Exchange Act, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country and (iii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Buyer Material Adverse Effect.

No Conflict of Transaction With Obligations and Laws. Except as set forth in Schedule 3.3:2.5; (a) Neither the execution and delivery of this Agreement, the Loan Agreement or any of other agreement, document or instrument to be executed and delivered pursuant to, or as contemplated by, this Agreement (collectively, the “Ancillary Agreements Agreements”), by BuyerSeller, nor the performance of the transactions contemplated hereby and thereby will: (i) constitute a breach or violation of any provision of the Charter or bylaws of BuyerSeller; (ii) 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 Buyer Seller is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any right which could reasonably be expected to have a material adverse affect on the Buyer’s financial condition or results or operations (a “Buyer Material Adverse Effect”)right; (iii) 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 Buyer Seller is a party or by which could reasonably be expected to have a Buyer Material Adverse Effectit or any of the Mammography Intellectual Property is bound; or (iv) result in a material violation of any law, regulation, administrative order or judicial order applicable to it or the BuyerMammography Intellectual Property or to which Seller is subject, or by which the Mammography Intellectual Property may be bound; or (v) result in the creation of any Encumbrance upon any item of the Mammography Intellectual Property. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any person or any court, administrative agency or commission or other governmental authority or instrumentality, foreign or domestic, state or local (“Governmental Entity”), is required by or with respect to Buyer Seller in connection with the execution and delivery of this Agreement and each of the Ancillary Agreements to which Buyer Seller is a party or the consummation of the transactions contemplated hereby, except for (i) the filing of the Proxy Statement (as defined in Section 5.2) with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a Current Report on Form 8-K under the Exchange Act, Act and (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country and country. The Seller stockholder vote required for the approval of the Seller Voting Proposal (iiias defined in Section 5.4) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have is a Buyer Material Adverse Effectmajority of the outstanding shares of Seller Common Stock on the record date for the Seller Meeting (as defined in Section 5.2).

No Conflict of Transaction With Obligations and Laws. Except as set forth in Schedule 3.3: (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 Agreement or any of nor the Ancillary Agreements by Buyerto which the Buyer is a party, nor the performance of the transactions contemplated hereby and thereby thereby, will: (i) constitute a breach or violation of any provision of the Charter or bylaws of Buyer's Constituent Documents; (ii) require any consent, approval or authorization of or declaration, filing or registration with any person other than a Governmental Authority described in paragraph (b) below; (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 Buyer is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any right which could reasonably be expected to have a material adverse affect on the Buyer’s financial condition or results or operations (a “Buyer Material Adverse Effect”)right; (iiiiv) 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 Buyer is a party or by which could reasonably be expected to have a Buyer Material Adverse Effectit or its assets are bound; or (ivv) result in a material violation of any law, regulation, administrative order Law or judicial order Court Order applicable to the BuyerBuyer or its business or assets except, where such breach, violation, default, failure to obtain any consent, approval, authorization or declaration, or make any filing or registration would not individually or in the aggregate, have a Material Adverse Effect. (b) No consentThe execution, approval, order or authorization of, or registration, declaration or filing with, any person or any Governmental Entity, is required by or with respect to Buyer in connection with the execution delivery and delivery performance of this Agreement and each of the Ancillary Agreements to which the Buyer is a party or the consummation of and the transactions contemplated herebyhereby and thereby by the Buyer do not require the consent, waiver, approval, authorization, exemption of or giving of notice by the Buyer to any Governmental Authority or any Person, except for those: (i) the filing of a Current Report on Form 8-K under the Exchange Act, provided for in this Agreement; and (ii) such consentswhich would not, approvalseither individually or in the aggregate, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country and (iii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Buyer Material Adverse EffectEffect 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. Except as set forth in Schedule 3.3: (a) Neither the execution and execution, delivery or performance of this Agreement or any of nor the Ancillary Agreements by Buyerto which the Buyer is a party, nor the performance of the transactions contemplated hereby and thereby thereby, will: (i) constitute a breach or violation of any provision of the Charter or bylaws of Buyer's Constituent Documents; (ii) require any consent, approval or authorization of or declaration, filing or registration with any person other than a Governmental Authority described in paragraph (b) below; (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 Buyer is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any right which could reasonably be expected to have a material adverse affect on the Buyer’s financial condition or results or operations (a “Buyer Material Adverse Effect”)right; (iiiiv) 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 Buyer is a party or by which could reasonably be expected to have a Buyer Material Adverse Effectit or its assets are bound; or (ivv) result in a material violation of any law, regulation, administrative order Law or judicial order Court Order applicable to the Buyer or its business or assets, except where such breach, violation, default, failure to obtain any consent, approval, authorization or declaration, or make any filing or registration 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. (b) No consentThe execution, approval, order or authorization of, or registration, declaration or filing with, any person or any Governmental Entity, is required by or with respect to Buyer in connection with the execution delivery and delivery performance of this Agreement and each of the Ancillary Agreements to which the Buyer is a party or the consummation of and the transactions contemplated herebyhereby and thereby by the Buyer do not require the consent, waiver, approval, authorization, exemption of or giving of notice by the Buyer to any Governmental Authority, except for those: (i) the filing of a Current Report on Form 8-K under the Exchange Act, provided for in this Agreement; and (ii) such consentswhich would not, approvalseither individually or in the aggregate, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country and (iii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a Buyer Material Adverse EffectEffect upon the Buyer or materially impair or preclude the Buyer's ability to consummate the transactions contemplated by this Agreement.