Common use of No Conflicts; Approvals Clause in Contracts

No Conflicts; Approvals. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of the Company, or any Subsidiary of the Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Company, or any Subsidiary of the Company; (c) except as set forth in Section 4.04 of the Disclosure Schedules, require the Approval, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Company, or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company or any Subsidiary of the Company; or (d) result in the creation or imposition of any Encumbrance on any properties or assets of the Company or any Subsidiary of the Company. No Approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller, the Company, or any Subsidiary of the Company in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

No Conflicts; Approvals. The execution, delivery and performance of this Agreement, the Offered Units by the Company of this Agreement and the other Transaction Documents to which it is a party, and the consummation by the Company of the transactions contemplated hereby and thereby, do thereby will not and will not: (ai) conflict with or result in a violation or breach of, or default under, of any provision of the Organizational Documents Certificate of the CompanyIncorporation or By-laws, or any Subsidiary of the Company; (bii) violate or conflict with with, or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Companyof, or any Subsidiary of the Company; (c) except as set forth in Section 4.04 of the Disclosure Schedules, require the Approval, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default (or an event that, which with or without notice or lapse of time or both, would constitute both could become a default default) under, result in the or give to others any rights of termination, amendment, acceleration of or create in cancellation of, any party the right agreement, indenture, patent, patent license or instrument to accelerate, terminate, modify or cancel any Contract to which the Company, or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company is bound or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any of their respective properties and assets are subject (including any Material Contract) property or any Permit affecting the properties, assets or business asset of the Company or any Subsidiary of the Company; its Subsidiaries is bound or affected (d) result except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the creation aggregate, have a Material Adverse Effect). There are no required consents, authorizations or imposition orders of, or filings or registrations with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of any Encumbrance on any properties or assets of its obligations under this Agreement, to issue the Common Stock. All consents, authorizations, orders, filings and registrations which the Company or any Subsidiary of the Company. No Approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by to obtain pursuant to the preceding sentence have been obtained or with respect effected on or prior to any Seller, the Company, or any Subsidiary of the Company in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and therebydate hereof.

No Conflicts; Approvals. (a) The execution, execution and delivery and performance by the Company of this Agreement and the other Transaction Documents Company Ancillary Agreements, and each of the Company Subsidiaries of the Ancillary Agreements to which it such Company Subsidiary is a party, do not, and the performance by the Company of its obligations under this Agreement and the Company Ancillary Agreements and by each of Company Subsidiaries of its obligations under the Ancillary Agreements to which such Company Subsidiary is a party, and the consummation of the transactions contemplated hereby and thereby, Transactions do not and will not: : (ai) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of the Company, or any Subsidiary of the Company; (b) conflict Conflict with or result in a violation or breach of any provision of the material terms, conditions or provisions of the Company’s or any Company Subsidiary’s Charter Documents; (ii) Conflict with or result in a material violation or material breach of any Applicable Law or Governmental Order applicable to the Company, any Company Subsidiary or any Subsidiary of the Companytheir respective material Assets; or (ciii) except as set forth in Section 4.04 of the Disclosure Schedules, require the Approval, notice (a) Conflict with or other action by any Person under, conflict with, result in a material violation or material breach of, (b) constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default default) under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Company, or any Subsidiary of the Company is a party or by which (c) require the Company or any Company Subsidiary of to obtain any consent, Approval or action of, make any filing with or give any notice to any Person as a result or under the Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the propertiesterms of, assets or business of the Company or any Subsidiary of the Company; or (d) result in or give to any Person any right of termination, cancellation, acceleration or modification in or with respect to, (e) result in or give to any Person any additional right or entitlement to any increased, additional, accelerated or guaranteed payment or performance under, (f) result in the creation or imposition of (or the obligation to create or impose) any Encumbrance on any properties or assets of Lien upon the Company or any Company Subsidiary or any of their respective Assets under, or (g) result in the loss of any material benefit under, any Material Contract or Permit to which the Company or any Company Subsidiary is a party or by which any of the Company. No Approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller, the Company, ’s or any Subsidiary Company Subsidiary’s material Assets is bound. (b) The membership interests in the Company owned by the Company Members represent (as of the Company in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation applicable record date) one-hundred percent (100%) of the transactions contemplated hereby and therebyoutstanding Company Interests.

No Conflicts; Approvals. The (a) Except as listed in Schedule 3.3(a) of the Disclosure Letter, neither the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, and nor the consummation or performance of any of the transactions contemplated hereby and therebywill, do not and will not: directly or indirectly (a) conflict with or result in a violation or breach of, or default under, any provision of the Organizational Documents of the Company, or any Subsidiary of the Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Company, or any Subsidiary of the Company; (c) except as set forth in Section 4.04 of the Disclosure Schedules, require the Approval, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time time) (i) contravene, conflict with or both, would constitute a default under, result in a breach of any provision of the acceleration organizational documents of or create the Company, (ii) result in any party the conflict with, breach of, or default (or give rise to any right to acceleratetermination, terminatecancellation or acceleration or loss of any right or benefit) under or require any consent or approval which has not been obtained or waived with respect to any indenture, modify contract, agreement or cancel any Contract instrument to which the Company, Company or any Subsidiary of the Company Seller is a party or by which any of the properties or assets owned or used by the Company or may be bound, (iii) violate any Subsidiary of the Company is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company or any Subsidiary of the Company; Applicable Law or (div) result in the imposition or creation or imposition of any Encumbrance on any properties or assets of the Company or any Subsidiary of the Company. No Approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by upon or with respect to any Seller, of the assets owned or used by the Company. (b) Except as listed in Schedule 3.3(b) of the Disclosure Letter, no action, consent or approval by, or any Subsidiary of filing by the Seller or the Company with any Governmental Authority or any other Person or entity is required in connection with the execution and execution, delivery or performance of this Agreement and the other Transaction Documents and or the consummation of the transactions contemplated hereby hereby; provided, however, that with respect to consents, approvals or filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, the representation made in this sentence relies on the representation of Buyer in Section 4.3(b). For purposes of this Agreement, “Governmental Authority” means (a) any government or political subdivision thereof, whether federal, state, local or foreign, (b) any agency, department, division, court, tribunal or instrumentality of any such government or political subdivision and thereby(c) any organization having governmental, regulatory or quasi-governmental or regulatory functions.