Common use of No Conflicts; Required Consents Clause in Contracts

No Conflicts; Required Consents. (a) Except as provided in Schedule 5.3(a), the execution, delivery and performance by the Purchaser of this Agreement and each Ancillary Agreement to which the Purchaser is a party do not, and the consummation by the Purchaser of the Transaction will not, (i) conflict with, violate or result in a breach of any provision of the Purchaser’s Organizational Documents, (ii) conflict with, violate or result in a breach of any Applicable Law binding upon or applicable to the Purchaser, or (iii) 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 rise to any rights of acceleration, amendment, termination or cancellation or to a loss of any rights under, any material Contract to which the Purchaser is a party or by which the Purchaser or any of its material assets or properties are bound, other than, in the case of 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 on the Purchaser’s ability to timely perform its obligations hereunder or to timely consummate the Transaction. (b) Except as provided in Schedule 5.3(a), no consent, approval or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority or any other Person is required to be obtained, made or given by the Purchaser as a result of or in connection with its execution, delivery and performance of this Agreement or its consummation of the Transaction, other than any items the failure of which to obtain, make or give would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’ ability to timely perform its obligations hereunder or to timely consummate the Transaction.

No Conflicts; Required Consents. (a) Except as provided in Schedule 5.3(a), the execution, The execution and delivery and performance by the Purchaser each Significant Vendor of this Agreement and each Ancillary Agreement to which the Purchaser such Significant Vendor is a party do not, and the consummation by the Purchaser each Significant Vendor of the Transaction Contemplated Transactions will not, : (i) conflict with, with or violate or result in a breach of any provision of the Purchaser’s Organizational Documents, ; (ii) conflict with, with or violate or result in a breach of any Applicable Law binding upon or applicable to any of the Purchaser, Companies or any of their assets or properties; or (iii) require any consent ofassuming that all consents, notice approvals, authorizations, filings, notifications and other actions referred to in Section 3.3(b) of the Disclosure Schedule are obtained, 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 rise to others any rights of acceleration, amendment, termination or cancellation or to 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 License to which any of the Purchaser Companies is a party or by which any of the Purchaser Companies or any of its material their assets or properties are is bound, other than, in the case of 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 on the Purchaser’s ability to timely perform its obligations hereunder or to timely consummate the TransactionMaterial Adverse Effect. (b) Except as provided set forth in Schedule 5.3(a)Section 3.3(b) of the Disclosure Schedule, no consent, approval or authorization of, or registration, declaration or filing with, or notice notification to, any Governmental Authority or any other Person third party is required to be obtained, made or given by any of the Purchaser Companies as a result of or in connection with its the execution, delivery and performance of this Agreement or its any Ancillary Agreement or the consummation of the TransactionContemplated Transactions, other than any items the failure of which to obtain, make or give would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’ ability to timely perform its obligations hereunder or to timely consummate the TransactionMaterial Adverse Effect.

No Conflicts; Required Consents. (a) Except as provided in Schedule 5.3(a), the The execution, delivery and performance by the Purchaser Seller Parties of this Agreement and each Ancillary Agreement to which the Purchaser any Seller Party is a party do not, and the consummation by the Purchaser Seller Parties of the Transaction will not, (i) conflict with, violate or result in a breach of any provision of the Purchaser’s Organizational Documents, Documents of the Corporation; (ii) conflict with, violate or result in a breach of in any material respect any Applicable Law binding upon or applicable to the Purchaser, Corporation or any of its assets or properties; (iii) assuming compliance with the matters referred to in Schedule 3.3(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 rise to any rights of acceleration, amendment, termination or cancellation or to a loss of any rights under, any material Contract or License to which the Purchaser Corporation is a party or by which the Purchaser Corporation or any of its material assets or properties are is bound, other than, than in the case of this 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 Material Adverse Effect on the Purchaser’s ability to timely perform its obligations hereunder Corporation; or to timely consummate (iv) result in the Transactioncreation or imposition of any Lien upon the Purchased Shares, or any other assets or properties of the Corporation. (b) Except as provided set forth in Schedule 5.3(a3.3(b), no consent, approval or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority or any other Person is required to be obtained, made or given by the Purchaser Corporation or any of the Seller Parties as a result of or in connection with its the Seller Parties’ execution, delivery and performance of this Agreement or its any Ancillary Agreement or consummation of the Transaction, other than any items the failure of which to obtain, make or give has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect Material Adverse Effect on the Purchaser’ ability to timely perform its obligations hereunder or to timely consummate the TransactionCorporation.

No Conflicts; Required Consents. (a) Except as provided in Schedule 5.3(a), the The execution, delivery and performance by the Purchaser each Seller Party of this Agreement and each Ancillary Agreement to which the Purchaser such Seller Party is a party do not, and the consummation by the Purchaser such Seller Party of the Transaction will not, (i) conflict with, violate or result in a breach of any provision of the Purchaser’s its Organizational Documents, as applicable; (ii) conflict with, violate or result in a breach of any Applicable Law binding upon or applicable to the Purchasersuch Seller Party or any of his, her or its assets or properties; (iii) require any consent of, notice to or other action by any Person under, conflict with, violate, violate or 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 rise to any rights of acceleration, amendment, termination or cancellation or to a loss of any rights under, any material Contract or License to which the Purchaser such Seller Party is a party or by which the Purchaser such Seller Party or any of his, her or its material assets or properties are is bound, other than, in the case of this 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 on the Purchasersuch Seller Party’s ability to timely perform his, her or its obligations hereunder or to timely consummate the Transaction; or (iv) result in the creation or imposition of any Lien upon the Purchased Shares, any assets or properties of the Corporation. (b) Except as provided in Schedule 5.3(a), no No consent, approval or authorization of, or registration, declaration or filing with, or notice to, any Governmental Authority or any other Person is required to be obtained, made or given by the Purchaser any Seller Party as a result of or in connection with its such Seller Party’s execution, delivery and performance of this Agreement or its consummation of the Transaction, other than any items the failure of which to obtain, make or give would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’ such Seller Party’s ability to timely perform his, her or its obligations hereunder or to timely consummate the Transaction.

No Conflicts; Required Consents. (a) Except as provided in Schedule 5.3(a), the execution, The execution and delivery and performance by the Purchaser of this Agreement and each Ancillary Agreement to which the Purchaser is a party do not, and the consummation by the Purchaser of the Transaction Contemplated Transactions will not, (i) conflict with, violate or result in a breach of any provision of the Purchaser’s Organizational Documents, (ii) conflict with, violate or result in a breach of any Applicable Law binding upon or applicable to the Purchaser, or (iii) 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 rise to others any rights of acceleration, amendment, termination or cancellation or to a loss of any rights under, (i) any provision of any organizational document of the Purchaser (including its articles of incorporation and by-laws), (ii) any Applicable Law binding upon or applicable to the Purchaser or any of its material assets or properties, or (iii) any material Contract to which the Purchaser is a party or by which the Purchaser or any of its material assets or properties are is bound, other than, in the case of 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 on the Purchaser’s ability to timely perform its obligations hereunder or to timely consummate the TransactionContemplated Transactions. (b) Except as provided in Schedule 5.3(a), no No consent, approval or authorization of, or registration, declaration or filing with, or notice notification to, any Governmental Authority or any other Person third party is required to be obtained, made or given by the Purchaser as a result of or in connection with its execution, delivery and performance of this Agreement or its consummation of the TransactionContemplated Transactions, other than any items the failure of which to obtain, make or give would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’ ’s ability to timely perform its obligations hereunder or to timely consummate the TransactionContemplated Transactions.