Common use of No Conflict or Violation; Consents Clause in Contracts

No Conflict or Violation; Consents. Except as set forth on Schedule 3.4, neither the execution and delivery of this Agreement or any other Transaction Document nor the consummation or performance of any of the transactions contemplated hereby or thereby will, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with, or result in a violation of (i) any provision of the Articles of Incorporation or By-Laws of either the Seller or the Company, or (ii) any resolution adopted by the board of directors or the stockholders of either the Seller or the Company; (b) contravene, conflict with, or result in a violation of, or give any Governmental Agency or other Person the right to challenge any of the transactions contemplated hereby or by any other Transaction Document or to exercise any remedy or obtain any relief under, any Legal Requirement to which the Company or the Seller, or any of the assets owned or used by the Company, may be subject; (c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Permit that is held by the Company or that otherwise relates to the business of, or any of the assets owned or used by, the Company; (d) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Agency; (e) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract, Lease or Permit; (f) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by the Company; or (g) except for filings under the Securities Act, and the Securities Exchange Act, require the consent, approval, or authorization of, or registration or filing with, any Governmental Agency or any other Person.

No Conflict or Violation; Consents. Except as (a) Assuming the Company Stockholder Approval and all consents, approvals, authorizations, filings and notifications and other actions set forth on Schedule 3.4in Section 3.12(b) have been obtained or made, neither none of the execution and execution, delivery or performance of this Agreement or any other Transaction Document nor by the Company, the consummation or performance of any of the transactions contemplated hereby or thereby willthereby, directly nor compliance by the Company with any of the provisions hereof or indirectly thereof, will (i) violate or conflict with any provision of the Company’s Certificate of Incorporation, Bylaws or without notice or lapse of time): charter documents, (aii) contraveneviolate, conflict with, or result in a violation material breach of or constitute a material default (i) any provision of the Articles of Incorporation with or By-Laws of either the Seller without notice or the Companypassage of time) under, or (ii) any resolution adopted by result in the board of directors termination of, or accelerate the stockholders of either the Seller or the Company; (b) contravene, conflict withperformance required by, or result in a violation right to terminate, accelerate, modify or cancel under, or require a notice or consent under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of its Assets under, any Contract to which the Company is a party or by which the Company is bound or to which any of its Assets are subject, or (iii) violate any Law or Order applicable to the Company or (iv) impose any Encumbrance on any of the Assets of the Company (other than Permitted Encumbrances), except in the cases of (iv) above for any such conflicts, violations, defaults, or other occurrence that would not individually or in the aggregate reasonably be expected to have a Company Material Adverse Effect. (b) for obtaining the Company Stockholder Approval, and for filing the Certificate of Merger with the Secretary of State of the State of Delaware, no notices to, declaration, filing or registration with, approvals or Consents of, or give assignments by, any Governmental Agency Persons (including any federal, national, state or other Person local governmental or administrative authorities) are necessary to be made or obtained by the right to challenge any Company in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or by any other Transaction Document or to exercise any remedy or obtain any relief under, any Legal Requirement to which the Company or the Seller, or any of the assets owned or used by the Company, may be subject; (c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Permit that is held by the Company or that otherwise relates to the business of, or any of the assets owned or used by, the Company; (d) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Agency; (e) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract, Lease or Permit; (f) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by the Company; or (g) except for filings under the Securities Act, and the Securities Exchange Act, require the consent, approval, or authorization of, or registration or filing with, any Governmental Agency or any other Personhereby.

No Conflict or Violation; Consents. Except as set forth on Schedule 3.4(a) The execution, neither delivery and performance by each of the execution Company and delivery Sub of this Agreement or any other Transaction Document nor Agreement, the consummation or performance of any of the transactions contemplated hereby by this Agreement and the compliance by the Company and Sub with any of the provisions hereof or thereby willthereof, directly will not (i) violate or indirectly conflict with any provision of the Certificate of Incorporation or By-Laws of the Company, Sub or the Company's other subsidiaries, (with or without notice or lapse of time): (aii) contraveneviolate, conflict with, or result in a violation of (i) any provision of the Articles of Incorporation or By-Laws of either the Seller or the Company, or (ii) any resolution adopted by the board of directors or the stockholders of either the Seller or the Company; (b) contravene, conflict with, or result in a violation of, or give any Governmental Agency or other Person the right to challenge any of the transactions contemplated hereby or by any other Transaction Document or to exercise any remedy or obtain any relief under, any Legal Requirement to which the Company or the Seller, or any of the assets owned or used by the Company, may be subject; (c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Permit that is held by the Company or that otherwise relates to the business of, or any of the assets owned or used by, the Company; (d) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Agency; (e) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare constitute a default (or exercise any remedy an event which, with notice or lapse of time or both, would constitute a default) under, or to accelerate result in the maturity or performance termination of, or to cancel, terminateaccelerate the performance required by, or modifyresult in a right of termination or acceleration under, any Contractor increase the amount payable by the Company or Sub under, Lease or Permit; (f) result in the imposition or creation of any Lien upon or with respect to any of the material assets owned of the Company under, any of the terms, conditions or used by provisions of any Contract or Permit (x) to which the Company; or, Sub or the Company's other subsidiaries is a party or (y) by which the Company, Sub or the Company's other subsidiaries is bound, or (iii) violate any statute, rule, regulation, ordinance, code, order, judgment, ruling, writ, injunction, decree or award applicable to the Company or its subsidiaries. (gb) except for Except in connection with, or in order to comply with, the HSR Act, filings or approvals required under state or foreign laws relating to takeovers, if applicable, state securities or "blue sky" laws, the By-Laws of the National Association of Securities ActDealers ("NASD"), and the Securities Exchange Actfiling and recordation of the Certificate of Merger as required by the DGCL, require the consent, approval, no Approvals or authorization of, or registration or filing with, Consents of any Governmental Agency Authority, or any other PersonPerson is necessary in connection with the execution and delivery by the Company of this Agreement and the performance by the Company of the transactions contemplated by this Agreement.

No Conflict or Violation; Consents. Except as set forth on Schedule 3.44.3, neither the execution and delivery of this Agreement or any other the Transaction Document Documents nor the consummation or performance of any of the transactions contemplated hereby or thereby Transactions will, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with, or result in a violation of (i) any provision of the Articles of Incorporation or the Second Amended and Restated By-Laws (the "By-Laws") of either the Seller Company or the Companyequivalent organizational documents of any of its Subsidiaries, or (ii) any resolution adopted by the board Board of directors Directors or the stockholders of either the Seller or the CompanyShareholders; (b) contravene, or conflict with, or result in a violation of, or give of any Governmental Agency or other Person the right to challenge any of the transactions contemplated hereby or by any other Transaction Document or to exercise any remedy or obtain any relief under, any material Legal Requirement to which the Company or the Seller, or any of the assets owned or used by the Company, may be subject; (c) contravene, or conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modifymaterially modify any permit, approval, consent, authorization, license, variance, or permission required by a Governmental Agency under any Permit Legal Requirement (each, a "Permit") that is material and is held by the Company or that otherwise relates to the business of, or any of the assets owned or used by, the Companyits Subsidiaries; (d) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Agency; (e) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, or to receive any Contract, Lease additional consideration under any Material Contract or material Permit; (fe) result in the imposition or creation of any material Lien upon or with respect to any of the material assets owned or used by the Company; or (gf) except for filings under the Securities Act, and the Securities Exchange Act, require the any material consent, approval, or authorization of, or material registration or filing with, any Governmental Agency or any other Person.

No Conflict or Violation; Consents. Except as set forth on Schedule 3.4, neither the execution and delivery of this Agreement or any other Transaction Document nor the consummation or performance of any of the transactions contemplated hereby or thereby will, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with, or result in a violation of (i) any provision of the Articles of Incorporation or By-Laws Bylaws of either the Seller or the Company, WHL or (ii) any resolution adopted by the board of directors or the stockholders of either the Seller or the CompanyWHL; (b) contravene, conflict with, or result in a violation of, or give any Governmental Agency or other Person the right to challenge any of the transactions contemplated hereby or by any other Transaction Document or to exercise any remedy or obtain any relief under, any Legal Requirement to which the Company WHL or the SellerShareholders, or any of the assets owned or used by the CompanyWHL, may be subject, except for contraventions, conflicts, violations or breaches or other matters which, individually or in the aggregate, result in a Material Adverse Effect; (c) to the Knowledge of Shareholders, contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Permit that is held by the Company or that otherwise relates WHL and is material to the business of, or any of the assets owned or used by, the CompanyBusiness; (d) cause any to the Knowledge of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Agency; (e) Shareholders, contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract, Lease or Permit, except for contraventions, conflicts, violations or breaches which, individually or in the aggregate, result in a Material Adverse Effect; (fe) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by the CompanyWHL; or (gf) except for filings under the Securities Act, Act and the Securities Exchange Act, require the consent, approval, or authorization of, or registration or filing with, any Governmental Agency or any other Person.

No Conflict or Violation; Consents. Except with respect to the Business other than the North American Business and except as set forth on Schedule 3.43.2, after giving effect to the Sale Order, neither the execution and delivery of this Agreement or any other Transaction Document nor and the Ancillary Agreements by Sellers, the consummation or performance of any by Sellers of the transactions contemplated hereby or thereby willthereby, directly nor the fulfillment by Sellers of the terms and compliance with the provisions hereof or indirectly thereof, will (with or without notice or lapse of time): (a) contravene, conflict with, or result in a violation of (i) any provision of the Articles certificate or articles of Incorporation incorporation, by-laws, articles of organization or By-Laws limited liability company agreement of either the Seller or the Companyany Seller, or (ii) any resolution adopted by the board of directors or the stockholders of either the Seller or the Companyany Seller; (b) assuming receipt of the Governmental Approvals set forth on Schedule 3.2, contravene, conflict with, or result in a violation of, or give in any Governmental Agency or other Person the right to challenge any of the transactions contemplated hereby or by any other Transaction Document or to exercise any remedy or obtain any relief undermaterial respect, any Legal Requirement to which the Company or the any Seller, the Business or any of the assets owned or used by the Company, may be Purchased Assets is subject; (c) assuming receipt of the Governmental Approvals set forth on Schedule 3.2, contravene, conflict with, or result in a violation of of, in any material respect, any of the terms or requirements of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any material Permit that is held by the Company or that otherwise relates to the business of, or any of the assets owned or used by, the CompanySeller; (d) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Agency; (e) contravene, conflict with, or result in a violation or breach in any material respect of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract, Lease Contract or PermitLease; (fe) result in the imposition or creation of any Lien (except for a Permitted Lien) upon or with respect to any of the assets owned Purchased Assets; (f) result in Purchaser being subject to a Contract or used by Lease whereby Purchaser's breach or performance of any non-competition, exclusivity, employee non-solicitation, "most-favored-nation," reciprocal purchase provision or other provision materially restricting business conduct or operation is determined based on the Companyacts or omissions of Purchaser's Affiliates (other than its officers or directors); or (g) except for filings under the Securities Act, and the Securities Exchange Act, require the consent, approval, or authorization of, or registration or filing with, any Governmental Agency ("Governmental Approvals") except for (i) the filing of the Sale Order and the Bidding Procedures Order with, and the approval thereof by, the Bankruptcy Court, and (ii) the filing of a notification and report form under the HSR Act, and the rules and regulations promulgated thereunder, and the expiration or any other Personearlier termination of the applicable waiting period thereunder.

No Conflict or Violation; Consents. Except as set forth on Schedule 3.4, neither the execution and delivery of this Agreement or any the other Transaction Document Documents by Sellers or the Company nor the consummation or performance by Sellers or the Company of any of the transactions contemplated hereby or thereby will, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with, or result in a violation of (i) any provision of the Articles Certificate of Incorporation or By-Laws of either the Seller or the Company, or (ii) any resolution adopted by the board of directors or the stockholders of either the Seller or the Company; (b) contravene, conflict with, or result in a violation of, or give any Governmental Agency or other Person the right to challenge any of the transactions contemplated hereby or by any other Transaction Document or to exercise any remedy or obtain any relief under, any Legal Requirement to which the Company or the either Seller, or any of the assets owned or used by the Company, may be subject; (c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Permit that is held by the Company or that otherwise relates to the business of, or any of the assets owned or used by, the Company; (d) to the Knowledge of Sellers, cause the Company to become subject to, or to become liable for the payment of, any Tax; (e) to the Knowledge of Sellers, cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Agency; (ef) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract, Lease or Permit; (fg) result in the imposition or creation of any Lien (other than a Permitted Lien) upon or with respect to any of the assets owned or used by the Company; or (gh) except for filings under the Securities Act, and the Securities Exchange HSR Act, require the consent, approval, or authorization of, or registration or filing with, any Governmental Agency or any other Person; provided, however, that no representation or warranty is made hereby by Sellers with respect to the effect of antitrust laws or regulations.

No Conflict or Violation; Consents. Except as set forth on Schedule 3.4, neither the execution and delivery of this Agreement or any other Transaction Document by the Seller Parties nor the consummation or performance of any of the transactions contemplated hereby or thereby will, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with, or result in a violation of (i) any provision of the Articles Organizational Documents of Incorporation or By-Laws of either the Seller or the CompanyParties, or (ii) any resolution adopted by the board of directors (or the stockholders equivalent) or the equity holders of either the Seller or the CompanyParties; (b) contravene, conflict with, or result in a violation of, or give any Governmental Agency or other Person the right to challenge any of the transactions contemplated hereby or by any other Transaction Document or to exercise any remedy or obtain any relief under, any Legal Requirement to which the Company or the SellerSeller Parties, or any of the assets owned or used by the CompanyAssets, may be subject; (c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Permit that is held by the Company or that otherwise relates to the business of, or any of the assets owned or used by, the Companylisted on Schedule 3.12(b); (d) cause any of the assets owned by the Company Assets to be reassessed or revalued by any taxing authority or other Governmental Agency; (e) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract, Contract or Lease (provided such Contract or PermitLease has a value greater than $5,000 per annum) that is to be transferred to Purchaser as an Asset or the benefit of which Purchaser will receive under the Sublease or Transition Services Agreement; (f) result in the imposition or creation of any Lien (other than a Permitted Lien) upon or with respect to any of the assets owned or used by the CompanyAssets; or (g) except for filings under the Securities Act, and the Securities Exchange ActAct and any applicable state securities laws (and in the instance of each such act or law, the rules and regulations promulgated thereunder), require the consent, approval, or authorization of, or registration or filing with, any Governmental Agency or any other PersonPerson on behalf of the Seller Parties; provided, however, that no representation or warranty is made hereby by the Seller Parties with respect to the effect of antitrust laws or regulations.

No Conflict or Violation; Consents. Except as set forth on Schedule 3.45.3, neither the execution and delivery of this Agreement by Stockholders’ Agent or any other Transaction Document the Company nor the consummation or performance by the Company of any of the transactions contemplated hereby or thereby will, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with, or result in a violation of (i) any provision of the Articles of Incorporation or By-Laws of either the Seller or the CompanyCompany Organizational Documents, or (ii) any resolution adopted by the board of directors or the stockholders Stockholders of either the Seller or the Company; (b) contravene, conflict with, or result in a violation of, or give any Governmental Agency or other Person the right to challenge any of the transactions contemplated hereby or by any other Transaction Document or to exercise any remedy or obtain any relief under, any applicable Legal Requirement Requirements to which the Company or the SellerStockholders’ Agent, or any of the assets owned or used by the Company, may be subject; (c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Permit that is held by the Company or that otherwise relates to the business of, or any of the assets owned or used by, the Company; (d) to the Knowledge of the Company, cause the Company to become subject to, or to become liable for the payment of, any Taxes; (e) to the Knowledge of the Company, cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Agency; (ef) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any material Contract, Lease or Permit; (fg) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by the Company; or (gh) except for filings under the Securities Act, and the Securities Exchange Act, require the consent, approval, or authorization of, or registration or filing with, any Governmental Agency or any other Person.

No Conflict or Violation; Consents. Except as set forth on Schedule 3.4(a) Neither the execution, neither the execution and delivery or performance by Seller of this Agreement Agreement, the Related Agreements or any other Transaction Document the Other Documents to which Seller is a party nor the consummation or performance of any of the transactions contemplated hereby or thereby willwill (i) contravene or violate Seller's Articles of Incorporation or bylaws, directly (ii) violate, conflict with, result in a breach of, or indirectly entitle any party to terminate, or declare a default with respect to, any contract, lease, interest, judgment, order, decree, law, rule or regulation applicable to Seller or its business or to the Purchased Assets (with or without the giving of notice or lapse the passage of time): time or both) or (aiii) contravenerequire the consent, conflict withapproval or authorization of any Person. Seller is not a party or subject to or bound by any agreement, instrument, judgment, injunction or result in a violation decree of (i) any provision court or governmental authority that may restrict or interfere with its performance of this Agreement or any of the Articles of Incorporation Related Agreements or By-Laws of either the Seller or the Company, or (ii) any resolution adopted by the board of directors or the stockholders of either the Seller or the Company;Other Documents to which it is a party. (b) contraveneNeither the execution, conflict withdelivery or performance by the Shareholders of this Agreement, or result in a violation of, or give any Governmental Agency or other Person nor the right to challenge any consummation of the transactions contemplated hereby will (i) contravene or by any other Transaction Document violate Brassie's Articles of Incorporation or to exercise any remedy bylaws, (ii) contravene or obtain any relief underviolate Canadian PT's agreement or certificate of limited partnership, any Legal Requirement to which the Company or the Seller, or any of the assets owned or used by the Company, may be subject; (ciii) contraveneviolate, conflict with, or result in a violation of any of the terms or requirements breach of, or give entitle any Governmental Agency the right party to revoke, withdraw, suspend, cancel, terminate, or modify, any Permit that is held by the Company or that otherwise relates to the business of, or any of the assets owned or used by, the Company; (d) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Agency; (e) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modifywith respect to, any Contractcontract, Lease lease, interest, judgment, order, decree, law, rule or Permit; regulation applicable to either or the Shareholders or their respective businesses (fwith or without the giving of notice or the passage of time or both) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by the Company; or (giv) except for filings under the Securities Act, and the Securities Exchange Act, require the consent, approval, approval or authorization ofof any Person. Neither Shareholder is a party or subject to or bound by any agreement, instrument, judgment, injunction or registration decree of any court or filing with, any Governmental Agency governmental authority that may restrict or any other Personinterfere with its performance of this Agreement.

No Conflict or Violation; Consents. Except as set forth on Schedule 3.4Section 3.12 of the Companies Disclosure Schedule, neither none of the execution and execution, delivery or performance by the Companies of this Agreement or any other Transaction Document nor Agreement, the consummation or performance of any by the Companies of the transactions contemplated hereby or thereby willhereby, directly or indirectly (nor compliance by the Companies with or without notice or lapse any of time): the provisions hereof, will (a) contraveneviolate or conflict with any provision of its governing documents, (b) to the knowledge of the Companies, violate, conflict with, or result in a violation breach of or constitute a default (iwith or without notice or passage of time) any provision of the Articles of Incorporation or By-Laws of either the Seller or the Companyunder, or (ii) any resolution adopted by result in the board of directors termination of, or accelerate the stockholders of either the Seller or the Company; (b) contravene, conflict withperformance required by, or result in a violation right to terminate, accelerate, modify or cancel under or result in the creation of any Encumbrance upon any of their respective Assets under, any material Contract or other material arrangement to which the Companies or MSD is a party or by which the Companies or MSD are bound or to which any of their respective material Assets are subject, (c) violate any Regulation or Court Order applicable to the Companies or MSD, or (d) impose any Encumbrance on any of the material Assets of the Companies or MSD. Except for (i) applicable requirements of the HSR Act and (ii) as set forth on Section 3.12 of the Companies Disclosure Schedule, to the knowledge of the Companies, no notices to, declarations, filings or registrations with, approvals or consents of, or give assignments by, any Governmental Agency Persons (including any federal, state or other Person local governmental or administrative authorities) are necessary to be made or obtained by the right to challenge any Companies or MSD in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby or by any other Transaction Document or Purchases, except where the failure to exercise any remedy or obtain any relief under, any Legal Requirement to which the Company or the Seller, or any of the assets owned or used by the Company, may be subject; (c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Permit that is held by the Company or that otherwise relates to the business of, or any of the assets owned or used by, the Company; (d) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Agency; (e) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract, Lease or Permit; (f) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by the Company; or (g) except for filings under the Securities Act, and the Securities Exchange Act, require the such consent, approval, authorization or authorization ofaction, or to make such filing, declaration, registration or filing withnotification would not, any Governmental Agency when taken together with all other such failures by the Companies, have a material adverse effect on the ability of the Companies to perform their respective obligations under this Agreement or any other Personto consummate the transactions contemplated hereby.

No Conflict or Violation; Consents. Except as set forth on Schedule 3.4, neither the execution and delivery of this Agreement or any other Transaction Document by Creatas nor the consummation or performance of any of the transactions contemplated hereby or thereby will, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with, or result in a violation of (i) any provision of the Articles Organizational Documents of Incorporation or By-Laws of either the Seller or the CompanyCreatas, or (ii) any resolution adopted by the board of directors (or the stockholders of either the Seller equivalent) or the Companyequity holders of Creatas; (b) contravene, conflict with, or result in a violation of, or give any Governmental Agency or other Person the right to challenge any of the transactions contemplated hereby or by any other Transaction Document or to exercise any remedy or obtain any relief under, any Legal Requirement to which the Company or the SellerCompany, or any of the assets owned or used by the Company, may be subject; (c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Permit that is held by the Company or that otherwise relates to the business ofBusiness, or any of the assets owned or used by, by the Company; (d) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Agency; (e) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any material Contract, material Lease or material Permit; (f) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by the Company; or (g) except for filings under the HSR Act, the Securities Act, and the Securities Exchange ActAct and any applicable state securities laws (and in the instance of each such act or law, the rules and regulations promulgated thereunder), require the consent, approval, or authorization of, or registration or filing with, any Governmental Agency or any other PersonPerson on behalf of the Company; provided, however, that no representation or warranty is made hereby by the Company with respect to the effect of antitrust laws or regulations.

No Conflict or Violation; Consents. Except as otherwise set forth on Schedule 3.4in Section 3.10 of the Disclosure Schedule, neither the execution execution, delivery and delivery performance of this Agreement each of the Transaction Documents to which it is a party by the Company and the consummation of the transactions contemplated hereby and thereby do not and will not (a) result in any violation of, or conflict with, any provision of the Articles of Association or similar governing documents of the Company or any other Transaction Document nor of the consummation Subsidiaries, (b) subject to obtaining the approvals or consents referred to in the following sentence, conflict with, result in violation or a breach of, constitute a default under, or give rise to any right of termination, cancellation or acceleration (whether after the giving of notice or lapse of time or both) of, any Material Contract or Permit, (c) subject to obtaining the approvals or consents referred to in the following sentence, violate any Law or Governmental Order applicable to the Company or any of the Subsidiaries, or (d) result in the creation or imposition of any Encumbrance on any of the outstanding Shares. Except as otherwise set forth in Section 3.10 of the Disclosure Schedule, no filing or registration with, or approvals, authorizations or consents of, any Persons (including any Governmental Entity) are necessary to be made or obtained in connection with the execution, delivery or performance of any of the transactions contemplated hereby Transaction Documents to which it is a party by the Company or thereby will, directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with, or result in a violation of (i) any provision of the Articles of Incorporation or By-Laws of either the Seller Subsidiaries or the Company, or (ii) any resolution adopted by the board of directors or the stockholders of either the Seller or the Company; (b) contravene, conflict with, or result in a violation of, or give any Governmental Agency or other Person the right to challenge any consummation of the transactions contemplated hereby or by any other Transaction Document thereby, except for filings, registrations, approvals or to exercise any remedy or obtain any relief under, any Legal Requirement to which the Company or the Seller, or any of the assets owned or used by the Company, may be subject; (c) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Agency the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Permit that is held by the Company or that otherwise relates to the business of, or any of the assets owned or used byconsents, the Company; (d) cause any failure of the assets owned by the Company which to be reassessed or revalued by any taxing authority or other Governmental Agency; (e) contraveneobtain, conflict with, or result in would not have a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract, Lease or Permit; (f) result in the imposition or creation of any Lien upon or with respect to any of the assets owned or used by the Company; or (g) except for filings under the Securities Act, and the Securities Exchange Act, require the consent, approval, or authorization of, or registration or filing with, any Governmental Agency or any other PersonMaterial Adverse Effect.