Common use of No Conflicts; Required Consents Clause in Contracts

No Conflicts; Required Consents. No Consents other than those set forth in Section 7.4 of the Clinigence Disclosure Schedule are required with respect to Clinigence’s execution and delivery of this Agreement, the other Transaction Documents, and the consummation of the Merger. The execution, delivery and performance of this Agreement and the other Transaction Documents by Clinigence do not and will not, with or without notice or lapse of time, (a) conflict with or violate the Clinigence Certificate of Incorporation; (b) conflict with or violate any Legal Requirement applicable to Clinigence or any of its Subsidiaries or by which any property or Assets of Clinigence or any of its Subsidiaries are bound or affected; (c) assuming the Consents listed in Section 7.4 of the Clinigence Disclosure Schedule are obtained, result in any breach of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any Assets of Clinigence or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation; (d) violate or conflict with any other restriction of any kind or character to which Clinigence or any of its Subsidiaries is subject; or (e) require Clinigence or any of its Subsidiaries to obtain any Consent of, or make or deliver any filing or notice to, a Governmental Authority.

Appears in 2 contracts

Samples: Merger Agreement (iGambit, Inc.), Merger Agreement (iGambit, Inc.)

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No Conflicts; Required Consents. No Consents other than those set forth in Section 7.4 6.3 of the Clinigence Parent Disclosure Schedule are required with respect to ClinigenceParent’s, or Merger Sub’s execution and delivery of this Agreement, the other Transaction Documents, and the consummation of the Merger. The execution, delivery and performance of this Agreement and the other Transaction Documents by Clinigence Pxxxxx and Merger Sub do not and will not, with or without notice or lapse of time, (a) conflict with or violate the Clinigence Certificate Parent’s Articles of IncorporationOrganization or Operating Agreement or Merger Sub’s Articles of Organization or Operating Agreement; (b) conflict with or violate any Legal Requirement or Government Approval applicable to Clinigence Parent or any of its Subsidiaries or by which the Parent Assets or any other property or Assets asset of Clinigence Parent or any of its Subsidiaries are is bound or affected; (c) assuming the Consents listed in Section 7.4 6.3 of the Clinigence Parent Disclosure Schedule are obtained, result in any breach of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any the Parent Assets or the assets of Clinigence Parent or any of its Parent’s Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation; (d) violate or conflict with any other restriction of any kind or character to which Clinigence Parent or any of its Subsidiaries is subject; or (e) require Clinigence Parent or any of its Subsidiaries to obtain any Consent of, or make or deliver any filing or notice to, a Governmental Authority.

Appears in 1 contract

Samples: Merger Agreement (HealthLynked Corp)

No Conflicts; Required Consents. No Consents other than those set forth in Section 7.4 of the Clinigence Seller Disclosure Schedule are required with respect to ClinigenceSeller’s execution and delivery of this Agreement, the other Transaction Documents, and the consummation of the Merger. The execution, delivery and performance of this Agreement and the other Transaction Documents by Clinigence Seller do not and will not, with or without notice or lapse of time, (a) conflict with or violate the Clinigence Certificate Seller’s Articles of IncorporationOrganization or Operating Agreement; (b) conflict with or violate any Legal Requirement or Government Approval applicable to Clinigence Seller or any of its Subsidiaries or by which any property or Assets of Clinigence Seller or any of its Subsidiaries are bound or affected; (c) assuming the Consents listed in Section 7.4 of the Clinigence Seller Disclosure Schedule are obtained, result in any breach of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any Assets of Clinigence Seller or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation; (d) violate or conflict with any other restriction of any kind or character to which Clinigence Seller or any of its Subsidiaries is are subject; or (e) require Clinigence Seller or any of its Subsidiaries to obtain any Consent of, or make or deliver any filing or notice to, a Governmental Authority.

Appears in 1 contract

Samples: Merger Agreement (HealthLynked Corp)

No Conflicts; Required Consents. No Consents consents other than those set forth in Section 7.4 SECTION 5.3 of the Clinigence Buyer Disclosure Schedule are required with respect to Clinigence’s Buyer's execution and delivery of this Agreement, the other Buyer Transaction Documents, and the consummation of the Mergertransaction. The execution, delivery and performance of this Agreement and the other Buyer Transaction Documents by Clinigence Buyer do not and will not, with or without notice or lapse of time, (a) conflict with or violate the Clinigence Buyer's Certificate of Incorporation;Incorporation or bylaws or equivalent organizational documents, (b) conflict with or violate any Legal Requirement legal requirement applicable to Clinigence or any of its Subsidiaries Buyer or by which any property or Assets asset of Clinigence or any of its Subsidiaries are Buyer is bound or affected;, except where the existence of such conflict or violation would not, individually or in the aggregate, have a material adverse effect, (c) assuming the Consents consents listed in Section 7.4 SECTION 5.3 of the Clinigence Buyer Disclosure Schedule are obtained, result in any breach of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any Assets property or asset of Clinigence or any of its Subsidiaries Buyer pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation;, except where the existence of such breach, default or right or the creation of such encumbrance would not, individually or in the aggregate, have a material adverse effect, (d) violate or conflict with any other material restriction of any kind or character to which Clinigence or any of its Subsidiaries Buyer is subject; , except where the existence of violation or conflict would not, individually or in the aggregate, have a material adverse effect, or (e) require Clinigence or any of its Subsidiaries Buyer to obtain any Consent of, or make or deliver any filing or notice to, a Governmental Authoritygovernmental authority.

Appears in 1 contract

Samples: Asset Purchase Agreement (Essex Corporation)

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No Conflicts; Required Consents. No Consents consents other than those set forth in Section 7.4 SECTION 4.3 of the Clinigence Seller Disclosure Schedule are required with respect to Clinigence’s Seller's execution and delivery of this Agreement, the other Seller Transaction Documents, and the consummation of the Mergertransaction hereunder. The execution, delivery and performance of this Agreement and the other Seller Transaction Documents by Clinigence Seller do not and will not, with or without notice or lapse of time, (a) conflict with or violate the Clinigence Certificate Seller's Articles of Incorporation;Incorporation or bylaws, (b) conflict with or violate any Legal Requirement legal requirement applicable to Clinigence or any of its Subsidiaries Seller or by which any property or Assets asset of Clinigence or any of its Subsidiaries are Seller is bound or affected;, except where the existence of such conflict or violation would not, individually or in the aggregate, have a material adverse effect, (c) assuming the Consents consents listed in Section 7.4 SECTION 4.3 of the Clinigence Seller Disclosure Schedule are obtained, result in any breach of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance encumbrance on any Assets property or asset of Clinigence or any of its Subsidiaries Seller pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation;, except where the existence of such breach, default or right or the creation of such encumbrance would not, individually or in the aggregate, have a material adverse effect, (d) violate or conflict with any other material restriction of any kind or character to which Clinigence or any of its Subsidiaries Seller is subject; , except where the existence of violation or conflict would not, individually or in the aggregate, have a material adverse effect, or (e) require Clinigence or any of its Subsidiaries Seller to obtain any Consent of, or make or deliver any filing or notice to, a Governmental Authoritygovernmental authority.

Appears in 1 contract

Samples: Asset Purchase Agreement (Essex Corporation)

No Conflicts; Required Consents. No Other than the filings required in connection with the HSR Act and those Consents other than those set forth in Section 7.4 of the Clinigence Nutex Disclosure Schedule Schedule, no material Consents are required with respect to ClinigenceNutex’s execution and delivery of this Agreement, Agreement or the other Transaction Documents, Documents to which it is a party and the consummation of the transactions contemplated herein and therein, including the Merger. The Assuming receipt of the Consents set forth in Section 7.4 of the Nutex Disclosure Schedule and compliance with the HSR Act, the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party by Clinigence Nutex do not and will not, with or without notice or lapse of time,: (a) conflict with with, contravene or violate the Clinigence Certificate Organizational Documents of IncorporationNutex or any Nutex Subsidiary; (b) conflict with with, contravene, result of any breach of or violate in any Legal Requirement material respect any Law applicable to Clinigence Nutex or any of its Subsidiaries or by which the Nutex Assets or any other property or Assets Asset of Clinigence Nutex or any of its Subsidiaries are Nutex Subsidiary is bound or affected; (c) assuming the Consents listed in Section 7.4 of the Clinigence Disclosure Schedule are obtainedconflict with, contravene, result in any breach or violation of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any the Nutex Assets or the assets of Clinigence Nutex or any of its Nutex’s Subsidiaries pursuant to, to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Contract or other instrument or obligation;Governmental Approval; or (d) violate or conflict with any other restriction of any kind or character to which Clinigence or any of its Subsidiaries is subject; or (e) require Clinigence Nutex or any of its Subsidiaries to obtain any Consent of, or make or deliver any filing or notice to, a Governmental Authority.

Appears in 1 contract

Samples: Merger Agreement (Clinigence Holdings, Inc.)

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