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

No Conflict or Violation; Consents. None of the execution, delivery or performance of this Agreement or any Ancillary Agreement, the consummation of the transactions contemplated hereby or thereby, nor compliance by National with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of the Second Restated Certificate of Incorporation, as amended, or Amended and Restated Bylaws of National, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice or passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice, consent or approval under, or result in the creation of any Encumbrance upon any of National's assets under, any material contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which National is a party or by which it is bound or to which any of its assets are subject or (c) violate any Regulation or Court Order. Except as set forth on Schedule 5.3, no notices to, declaration, filing or registration with, approvals or consents of, or assignments by, any Persons (including any federal, state of local governmental or administrative authorities) are necessary to be made or obtained by National in connection with the execution, delivery or performance of this Agreement.

No Conflict or Violation; Consents. None Except as set forth in Section 5.3 of the Buyer Disclosure Schedule, none of the execution, delivery or performance of this Agreement or any Ancillary Agreement, the consummation of the transactions contemplated hereby or thereby, nor compliance by National Buyer with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of the Second Restated Certificate of Incorporation, as amended, or Amended and Restated Bylaws of NationalBuyer's governing documents, (b) violate, conflict with, or result in a breach of or constitute a default Default (with or without notice or the passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice, consent or approval notice under, or result in the creation of any Encumbrance upon any of National's its respective assets under, any material contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which National Buyer is a party or by which it Buyer is bound or to which any the assets of its assets Buyer are subject or subject, (c) violate any applicable Regulation or Court OrderOrder or (d) impose any Encumbrance on the business of Buyer. Except as set forth on Schedule 5.3in Section 5.3 of the Buyer Disclosure Schedule, no notices to, declaration, filing or registration with, approvals or consents of, or assignments by, any Persons (including any federal, state of or local governmental or administrative authorities) are necessary to be made or obtained by National Buyer in connection with the execution, delivery or performance of this AgreementAgreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.

No Conflict or Violation; Consents. None of the execution, delivery or performance of this Agreement or any Ancillary Agreement, the consummation of the transactions contemplated hereby or thereby, nor compliance by National Vertex with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of Vertex's governing documents to the Second Restated Certificate of Incorporation, as amended, or Amended and Restated Bylaws of Nationalextent applicable, (b) violate, conflict with, or result in a breach of or constitute a default Default (with or without notice or of passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice, consent or approval notice under, or result in the creation of any Encumbrance upon any of National's its assets under, any material contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which National Vertex is a party or by which it Vertex is bound or to which any of its assets are subject or subject, (c) violate any Regulation or Court OrderOrder applicable to Vertex, or (d) impose any Encumbrance on any assets of Vertex. Except as set forth on Schedule 5.34.3, no notices to, declaration, filing or registration with, approvals or consents Consents of, or assignments by, any Persons (including any federal, state of or local governmental or administrative authorities) are necessary to be made or obtained by National Vertex in connection with the execution, delivery or performance of this AgreementAgreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.

No Conflict or Violation; Consents. None of the execution, delivery or performance of this Agreement or any Ancillary Agreement, the consummation of the transactions contemplated hereby or thereby, nor compliance by National ICOA or Merger Sub with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of the Second Restated Certificate of Incorporation, as amended, or Amended and Restated Bylaws of Nationalits governing documents, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice or passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice, consent or approval notice under, or result in the creation of any Encumbrance upon any of NationalICOA's or Merger Sub's assets under, any material contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which National ICOA or Merger Sub is a party or by which it is bound or to which any of its assets are subject or (c) violate any Regulation or Court Order. Except for applicable securities laws, as set forth on Schedule 5.3Section 4.3 of the ICOA Disclosure Schedule, no notices to, declaration, filing or registration with, approvals or consents of, or assignments by, any Persons (including any federal, state of local governmental or administrative authorities) are necessary to be made or obtained by National ICOA or Merger Sub in connection with the execution, delivery or performance of this AgreementAgreement or the consummation of the Merger.

No Conflict or Violation; Consents. None of the execution, delivery or performance of this Agreement or any Ancillary Agreement, the consummation of the transactions contemplated hereby or thereby, nor compliance by National the Consulting Shareholders with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of the Second Restated Certificate governing documents of Incorporation, as amended, or Amended and Restated Bylaws of NationalConsulting, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice or of passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice, consent or approval notice under, or result in the creation of any Encumbrance upon any of National's its respective assets under, any material contractContract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which National Consulting or any of the Consulting Shareholders is a party or by which it Consulting or any of the Consulting Shareholders is bound or to which any of its respective assets are subject or subject, (c) violate any applicable Regulation or Court OrderOrder or (d) impose any Encumbrance on any Assets or the Business. Except as set forth on Schedule 5.3, no No notices to, declaration, filing or registration with, approvals or consents Consents of, or assignments by, any Persons (including any federal, state of or local governmental or administrative authorities) are necessary to be made or obtained by National Consulting or any of the Consulting Shareholders in connection with the execution, delivery or performance of this AgreementAgreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.