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

No Conflict or Violation; Consents. Except as set forth on Section 3.12 of the Companies Disclosure Schedule, none of the execution, delivery or performance by the Companies of this Agreement, the consummation by the Companies of the transactions contemplated hereby, nor compliance by the Companies with any of the provisions hereof, will (a) violate or conflict with any provision of its governing documents, (b) to the knowledge of the Companies, 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 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 assignments by, any Persons (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by the Companies or MSD in connection with the execution, delivery or performance of this Agreement or the consummation of the Purchases, except where the failure to obtain such consent, approval, authorization or action, or to make such filing, declaration, registration or notification would not, 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 to consummate the transactions contemplated hereby.

No Conflict or Violation; Consents. Except as set forth on Section 3.12 of the Companies Disclosure ScheduleSchedule ---------------------------------- -------- 4.4, none of the execution, delivery or performance by the Companies of this Agreement or any --- Ancillary Agreement, the consummation by the Companies of the transactions contemplated herebyhereby or thereby, the consummation of the Financing, nor compliance by the Companies Parent or Sub with any of the provisions hereofhereof or thereof, will (a) violate or conflict with any provision of its governing documentsthe Certificate of Incorporation or Bylaws of Parent or Sub, (b) to the knowledge of the Companies, 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 under, or require a notice under, or result in the creation of any Encumbrance upon any of their respective Assets its assets under, any material Contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other material arrangement to which the Companies Parent or MSD Sub is a party or by which the Companies Parent or MSD are Sub is bound or to which any of their respective material Assets assets are subject, (c) violate any Regulation or Court Order applicable to the Companies Parent or MSD, Sub or (d) impose any Encumbrance on any assets of the material Assets of the Companies Parent or MSDSub or their respective businesses. Except for (i) filings pursuant to applicable requirements state securities or blue sky laws and Regulation D of the HSR Securities Act and (ii) or as set forth on Section 3.12 of the Companies Disclosure Schedule, to the knowledge of the CompaniesSchedule 4.4, no notices ------------ to, declarationsdeclaration, filings filing or registrations 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 the Companies Parent or MSD Sub in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement to which Parent and/or Sub is a party or the consummation of the Purchases, except where the failure to obtain such consent, approval, authorization or action, or to make such filing, declaration, registration or notification would not, 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 to consummate (i) the transactions contemplated herebyhereby or thereby and (ii) the Financing.

No Conflict or Violation; Consents. Except as set forth on Section 3.12 of the Companies Disclosure Schedule, none None of the execution, delivery or performance by ---------------------------------- or, subject to the Companies approval and adoption of this Agreement and approval of the Merger by Mixman's shareholders, performance of this Agreement or any Ancillary Agreement, the consummation by the Companies of the transactions contemplated herebyhereby or thereby, nor compliance by the Companies Mixman with any of the provisions hereofhereof or thereof, will (a) violate or conflict with any provision of its governing documents, (b) to the knowledge of the Companies, 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 under, or require a notice under, or result in the creation of any Encumbrance upon any of their its respective Assets under, any material Contract contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other material arrangement to which the Companies or MSD Mixman is a party or by which the Companies or MSD are Mixman is bound or to which any of their respective material its Assets are subjectsubject where the occurrence of any of the above- described events or circumstances, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Mixman; or (c) violate any applicable 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 MSDOrder. Except for (i) applicable requirements the proper filing and certification by the proper authorities of the HSR Act and Agreement of Merger, (ii) as set forth on Section 3.12 notice to and approval of the Companies Disclosure Schedule, Mixman's shareholders to the knowledge adoption of this Agreement and the CompaniesMerger as may be required under the CCC and (iii) such filings as may be required to comply with federal and state securities laws, no notices to, declarationsdeclaration, filings filing or registrations 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 the Companies or MSD Mixman in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the Purchases, except where the failure to obtain such consent, approval, authorization or action, or to make such filing, declaration, registration or notification would not, 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 to consummate the transactions contemplated herebyhereby or thereby.

No Conflict or Violation; Consents. Except as set forth on Section 3.12 of the Companies Disclosure Schedule, none None of the execution, delivery or performance by the Companies of this Agreement or any Ancillary Agreement, the consummation by the Companies of the transactions contemplated herebyhereby or thereby, nor compliance by the Companies any Seller with any of the provisions hereofhereof or thereof, will (a) violate or conflict with any provision of its any Seller's governing documents, (b) to the knowledge of the Companies, 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 under, or require a notice under, or result in the creation of any Encumbrance upon any of their its respective Assets assets under, any material Contract Contract, Lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other material arrangement to which the Companies or MSD any Seller is a party or by which the Companies or MSD are any Seller is bound or to which the Assets or any of their respective material Assets portion thereof are subject, (c) violate any applicable Regulation or Court Order applicable to the Companies or MSD, or (d) impose any Encumbrance on any Assets or the business of the material Assets of the Companies or MSDany Seller. Except for (i) applicable requirements of the HSR Act and (ii) as set forth on in Section 3.12 3.8 of the Companies Seller Disclosure Schedule, to the knowledge of the Companies, no notices to, declarationsdeclaration, filings filing or registrations 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 the Companies or MSD any Seller in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the Purchasestransactions contemplated hereby or thereby. As of the date hereof, except where the failure to obtain such consent, approval, authorization or action, or to make such filing, declaration, registration or notification would Assumed Liabilities do not, when taken together with all other such failures by the Companies, have a material adverse effect on the ability and as of the Companies to perform their respective obligations under this Agreement Closing will not, include any indebtedness for borrowed money (including, without limitation, any capital Lease) or to consummate outstanding letter of credit or similar obligation except as set forth in Section 3.8 of the transactions contemplated herebySeller Disclosure Schedule (the "Funded Debt"). Except as set forth in Section 3.8 of the Seller Disclosure Schedule, each such obligation may be prepaid at any time upon tender of the outstanding principal amount and accrued but unpaid interest without payment of any premium, pre-payment fee or similar charge or expense.