Common use of No Conflicts; Required Consents Clause in Contracts

No Conflicts; Required Consents. (a) The execution, delivery and performance by the Seller of this Agreement and by the Seller and each ELN Company of each Ancillary Agreement to which it is a party do not, and the consummation by the Seller and the ELN Companies of the Contemplated Transactions will not, (i) conflict with, violate or result in a breach of any provision of the Organizational Documents of the Seller or any of the ELN Companies; (ii) conflict with, violate or result in a breach of in any material respect any Applicable Law; (iii) subject to the matters referred to in Schedule 3.4(b), require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, or give to any Person any rights of acceleration, amendment, termination or cancellation or cause a loss of any rights under, any Material Contract or Required License relating to the Business to which any of the ELN Companies is a party or by which any of the ELN Companies or any of its assets or properties is bound, other than in the case of this clause; (iii) any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (iv) result in the creation or imposition of any Lien upon the Shares or any assets or properties of any of the ELN Companies, other than Permitted Liens.

No Conflicts; Required Consents. (a) The execution, execution and delivery and performance by the Seller of this Agreement and by the Seller and each ELN Company of each Ancillary Agreement to which it the Seller is a party do not, and the consummation by the Seller and the ELN Companies of the Contemplated Transactions will not, (i) conflict with, violate or result in a breach of any provision of the Organizational Documents of the Seller or any of the ELN Companies; (ii) conflict with, violate or result in a breach of in any material respect any Applicable Law; (iii) subject to the matters referred to in Schedule 3.4(b), require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) default under, or give to any Person others any rights of acceleration, amendment, termination or cancellation or cause a loss of any rights under, or result in the creation or imposition of any Material Contract Lien upon the Shares or Required License relating any assets or properties owned by the Seller under, (i) any provision of any organizational document of the Seller (including its certificate of incorporation and by-laws), (ii) any Applicable Law binding upon or applicable to the Business to which Seller or any of the ELN Companies Seller’s assets or properties, or (iii) assuming that all consents, approvals, filings, notifications and other actions referred to in Sections 3.3(b) and 4.3(b) of the Disclosure Schedule are obtained, given or taken, any Contract or License to which the Seller is a party or by which the Seller or any of the ELN Companies or any of its Seller’s assets or properties is bound, other than than, in the case of this clause; clause (iii) above, any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; material adverse effect on the Seller’s ability to perform the Seller’s obligations hereunder or (iv) result in to timely consummate the creation or imposition of any Lien upon the Shares or any assets or properties of any of the ELN Companies, other than Permitted LiensContemplated Transactions.

No Conflicts; Required Consents. (a) The execution, execution and delivery and performance by the Seller each Significant Vendor of this Agreement and by the Seller and each ELN Company of each Ancillary Agreement to which it such Significant Vendor is a party do not, and the consummation by the Seller and the ELN Companies each Significant Vendor of the Contemplated Transactions will not, : (i) conflict with, with or violate or result in a breach of any provision of the Organizational Documents of the Seller or any of the ELN CompaniesDocuments; (ii) conflict with, with or violate or result in a breach of in any material respect any Applicable LawLaw binding upon or applicable to any of the Companies or any of their assets or properties; or (iii) subject to the matters assuming that all consents, approvals, authorizations, filings, notifications and other actions referred to in Section 3.3(b) of the Disclosure Schedule 3.4(b)are obtained, require any consent of, notice to given or other action by any Person undertaken, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) default under, or give to any Person others any rights of acceleration, amendment, termination or cancellation or cause a loss of any rights under, or result in the creation or imposition of any Material Lien upon the Shares or any assets or properties of the Companies under, any Contract or Required License relating to the Business to which any of the ELN Companies is a party or by which any of the ELN Companies or any of its their assets or properties is bound, other than than, in the case of this clause; clause (ii) or (iii) above, any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (iv) result in the creation or imposition of any Lien upon the Shares or any assets or properties of any of the ELN Companies, other than Permitted Liens.