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 Unidigital or Sub with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of Unidigital's or Sub's governing documents to the extent applicable, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice 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 under, or result in the creation of any Encumbrance upon any of its assets under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which Unidigital or Sub is a party or by which Unidigital or Sub is bound or to which any of their respective assets are subject, (c) violate any Regulation or Court Order applicable to Unidigital or Sub or (d) impose any Encumbrance on any assets of Unidigital or Sub. Except as set forth on Schedule 4.3, no notices to, declaration, filing or registration with, approvals or Consents of, or assignments by, any Persons (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by Unidigital or Sub in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby, except that there shall be excluded from clauses (b), (c) and (d) of the first sentence of this Section 4.3 and from the second sentence of this Section 4.3 such violations, breaches or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on Unidigital and which will not materially impair the ability of Unidigital or the Sub to consummate the transactions contemplated herein.

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 Unidigital or Sub the Azimuth Shareholders with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of Unidigital's or Sub's the governing documents to of any of the extent applicableAzimuth Companies, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice 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 under, or result in the creation of any Encumbrance upon any of its respective assets under, any contractContract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which Unidigital any of the Azimuth Companies or Sub either of the Azimuth Shareholders is a party or by which Unidigital any of the Azimuth Companies or Sub either of the Azimuth Shareholders is bound or to which any of their its respective assets are subject, (c) violate any applicable Regulation or Court Order applicable to Unidigital or Sub or (d) impose any Encumbrance on any assets of Unidigital Assets or Subthe Business. Except as set forth on Schedule 4.3for the requisite approval from the New Zealand Overseas Investment Commission, no notices to, declaration, filing or registration with, approvals or Consents of, or assignments by, any Persons (including any national, federal, state or local governmental or administrative authorities) are necessary to be made or obtained by Unidigital any of the Azimuth Companies or Sub either of the Azimuth Shareholders in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby, except that there shall be excluded from clauses (b), (c) and (d) of the first sentence of this Section 4.3 and from the second sentence of this Section 4.3 such violations, breaches or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on Unidigital and which will not materially impair the ability of Unidigital or the Sub to consummate the transactions contemplated herein.

No Conflict or Violation; Consents. None Except as set forth on Schedule 3.12, none of the execution, delivery or performance of this Agreement or any Ancillary Agreement, the consummation of the transactions contemplated hereby hereby, or thereby, nor compliance by Unidigital the Selling Shareholders or Sub the Company with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of Unidigital's or Sub's the governing documents to of the extent applicableCompany, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice 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 under, or result in the creation of any Encumbrance upon any of its respective assets under, any contractContract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which Unidigital the Company or Sub any Selling Shareholder is a party or by which Unidigital the Company or Sub any Selling Shareholder is bound or to which any of their its respective assets are subject, (c) violate any applicable Regulation or Court Order applicable to Unidigital or Sub or (d) impose any Encumbrance on any assets Assets or the Business, except, in the case of Unidigital each of clauses (a), (b), (c) and (d) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or Subcreations of Encumbrances which, individually or in the aggregate, would not have a Material Adverse Effect on the Business or on the ability of the Company or any Selling Shareholder to consummate the transactions contemplated hereby. Except as set forth on Schedule 4.33.12, no notices to, declaration, filing or registration with, approvals or Consents of, or assignments by, any Persons (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by Unidigital the Company or Sub the Selling Shareholders in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby, except that there shall be excluded from clauses (b), (c) and (d) of the first sentence of this Section 4.3 and from the second sentence of this Section 4.3 such violations, breaches or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on Unidigital and which will not materially impair the ability of Unidigital or the Sub to consummate the transactions contemplated hereinhereby.

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 hereby, or thereby, nor compliance by Unidigital Orbital, OrbNav or Sub the Company with any of the provisions hereof or thereofhereof, will (a) violate or conflict with any provision of Unidigitalthe Company's or Sub's governing documents to the extent applicableOperating Agreement, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice of 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 under, or result in the creation of any Encumbrance upon any of its assets material Assets under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which Unidigital or Sub is a party or by which Unidigital or Sub is bound or to which any of their respective assets are subjectMaterial Contract, (c) violate in any material respect any applicable material Law, Regulation or Court Order applicable to Unidigital or Sub or (d) impose any material Encumbrance on any assets Assets of Unidigital the Company or Subits Business. Except as set forth on Schedule 4.3for (i) the consent of Hertz, and (ii) applicable requirements of any antitrust Laws, including those of foreign jurisdictions, and filings and notices under the Exon-Floxxx Xxovision and FOCI related rules and regulations, no notices to, declarationdeclarations, filing filings or registration registrations with, approvals approvals, authorizations, permissions or Consents consents of, or assignments by, any Persons (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by Unidigital or Sub the Company in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby, except that there shall be excluded from clauses (b), (c) and (d) of the first sentence of this Section 4.3 and from the second sentence of this Section 4.3 such violations, breaches or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on Unidigital and which will not materially impair the ability of Unidigital or the Sub to consummate the transactions contemplated hereinhereby.

No Conflict or Violation; Consents. None of the execution, ---------------------------------- delivery or performance of this Agreement Agreement, the Certificate of Merger or any Ancillary Agreement, the consummation of the transactions contemplated hereby or thereby, nor compliance by Unidigital InGenius or Sub Sellers with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of Unidigital's or Sub's its respective governing documents to the extent applicabledocuments, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice of 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 under, or result in the creation of any Encumbrance upon any of its respective assets under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which Unidigital InGenius or Sub any Seller is a party or by which Unidigital InGenius or Sub any Seller is bound or to which any of their its respective assets are subject, (c) violate any applicable Regulation or Court Order applicable to Unidigital or Sub or (d) impose any Encumbrance on any assets of Unidigital Assets or Subthe Business. Except for (i) the approval of the shareholders of InGenius as required by the Michigan BCA, (ii) the filing of the Certificate of Merger and (iii) those set forth on Schedule 4.34.13, no notices to, declaration, filing or registration with, approvals or Consents consents of, or assignments by, any Persons (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by Unidigital InGenius or Sub Sellers in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or and the consummation of the transactions contemplated hereby or thereby, except that there shall be excluded from clauses (b), (c) and (d) of the first sentence of this Section 4.3 and from the second sentence of this Section 4.3 such violations, breaches or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on Unidigital and which will not materially impair the ability of Unidigital or the Sub to consummate the transactions contemplated hereinMerger.