Common use of No Conflicts; Required Filings and Consents Clause in Contracts

No Conflicts; Required Filings and Consents. Except as set forth on Schedule 2.5, none of (i) the execution and delivery hereof by Probity, (ii) the consummation by the Stockholders of the transactions contemplated hereby (including the Exchange) or (iii) compliance by the Stockholders with any of the provisions hereof will: (a) conflict with or violate the Articles of Incorporation or Bylaws of Probity; (b) result in a violation of any statute, ordinance, rule, regulation, order, judgment or decree applicable to Probity or by which Probity or any of its properties or assets may be bound or affected; (c) result in a violation or material breach of, or constitute a material default (or an event that, with notice or lapse of time or both, would become a material default) under, or give to any other party any material right of termination, amendment, acceleration or cancellation of, any note, bond, mortgage or indenture, or any material contract, agreement, arrangement, lease, license, permit, judgment, decree, franchise or other instrument or obligation, to which Probity is a party or by which Probity or any of its properties or assets may be bound or affected; (d) result in the creation of any Lien on any of the property or assets of Probity; or (e) require any material consent, waiver, license, approval, authorization, order, permit, registration or filing with, or notification to (any of the foregoing being a "Consent") (i) any government or subdivision thereof, whether domestic or foreign, or any administrative, governmental or regulatory authority, agency, commission, court, tribunal or body, whether domestic, foreign or multinational (any of the foregoing, a "Governmental Entity"); or (ii) any other individual or Entity (collectively, a "Person").

No Conflicts; Required Filings and Consents. Except as set forth on in Schedule 2.53.3, none of (i) neither the execution and delivery hereof by Probity, (ii) the Company or any Seller of this Agreement nor the consummation by the Stockholders Company or any Seller of the transactions contemplated hereby (including the Exchange) or (iii) hereby, nor compliance by the Stockholders Company or any Seller with any or fulfillment of the provisions hereof its respective obligations hereunder will: (a) conflict with or violate any provision of the Articles Company's certificate of Incorporation incorporation or Bylaws of Probitybylaws; (b) contravene, conflict with or result in a violation of of, or constitute a failure to comply with in any statute, ordinance, rule, regulation, order, judgment or decree applicable material respects any Law material to Probity or by which Probity the Company or any of its properties or assets may be bound or affectedSeller; (c) result in a violation or material breach the acceleration of, or constitute a material default entitle any party to accelerate (or an event that, with whether after the giving of notice or lapse of time or both), would become any debt obligation of any of the MW Companies in excess of $250,000 in the aggregate; (d) constitute a material default) underdefault under or materially violate, or give to result, with giving of notice or lapse of time or both in any other party any material right of terminationdefault under or violation of, amendment, acceleration or cancellation result in the creation or imposition of, any note, bond, mortgage Encumbrance upon any of the assets or indenture, properties any of the MW Companies or any of the Shares pursuant to any provision of, any material contractmortgage, lease, agreement, arrangementindenture, lease, license, permit, judgment, decree, franchise license or other instrument or obligation, to which Probity any of the MW Companies is a party or by which Probity any of them or any of its their respective properties or assets may be bound or affectedis bound; (de) result in the creation constitute an event permitting modification, amendment or termination of any Lien on a material mortgage, lease, agreement, indenture, license, instrument, order, arbitration award, judgment or decree to which any of the property MW Companies is a party or by which any of them or any of their assets of Probityor properties is bound; or (ef) except as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended ("HSR Act"), require any material the approval, consent, waiver, license, approval, authorization, order, permit, registration authorization or filing withact of, or notification to (the making by any of the foregoing being a "Consent") (i) MW Companies, of any government material declaration, filing or subdivision thereof, whether domestic registration with any Governmental Entity or foreign, or any administrative, governmental or regulatory authority, agency, commission, court, tribunal or body, whether domestic, foreign or multinational (any of the foregoing, a "Governmental Entity"); or (ii) any other individual or Entity (collectively, a "Person").

No Conflicts; Required Filings and Consents. Except as set forth on Schedule 2.5, none neither of (i) the execution and delivery hereof by Probity, nor (ii) the consummation by the Stockholders of the transactions contemplated hereby (including the Exchange) or (iii) compliance by the Stockholders with any of the provisions hereof will: (a) conflict with or violate the Articles of Incorporation Organization or Bylaws Operating Agreement of ProbityRBM; (b) result in a violation of any statute, ordinance, rule, regulation, order, judgment or decree applicable to Probity RBM or by which Probity RBM or any of its properties or assets may be bound or affected; (c) result in a violation or material breach of, or constitute a material default (or an event that, with notice or lapse of time or both, would become a material default) under, or give to any other party any material right of termination, amendment, acceleration or cancellation of, any note, bond, mortgage or indenture, or any material contract, agreement, arrangement, lease, license, permit, judgment, decree, franchise or other instrument or obligation, to which Probity RBM is a party or by which Probity RBM or any of its properties or assets may be bound or affected; (d) result in the creation of any Lien on any of the property or assets of ProbityRBM; or (e) require any material consent, waiver, license, approval, authorization, order, permit, registration or filing with, or notification to (any of the foregoing being a "Consent") (i) any government or subdivision thereof, whether domestic or foreign, or any administrative, governmental or regulatory authority, agency, commission, court, tribunal or body, whether domestic, foreign or multinational (any of the foregoing, a "Governmental Entity"); or (ii) any other individual or Entity (collectively, a "Person").

No Conflicts; Required Filings and Consents. Except as set forth on Schedule 2.54.5 hereto, none of (i) the execution and delivery hereof of this Agreement by Probity------------ Image or the Image Shareholders, (ii) the consummation by Image and the Stockholders Image Shareholders of the transactions contemplated hereby (including the Exchange) or (iii) compliance by the Stockholders Image with any of the provisions hereof will: (a) conflict with or violate the Articles of Incorporation or Bylaws of ProbityImage; (b) result in a violation of any statute, ordinance, rule, regulation, order, judgment or decree applicable to Probity Image or any of the Image Shareholders, or by which Probity Image or any of its properties or assets may be bound or affected; (c) result in a violation or material breach of, or constitute a material default (or an event that, with notice or lapse of time or both, would become a material default) under, or give to any other party any material right of termination, amendment, acceleration or cancellation of, any note, bond, mortgage or mortgage, indenture, or any material contract, agreement, arrangement, lease, license, permit, judgment, decree, franchise or other instrument or obligation, to which Probity Image is a party or by which Probity Image or any of its properties or assets may be bound or affected; (d) result in the creation of any Lien on any of the property or assets of ProbityImage; or (e) require any material consent, waiver, license, approval, authorization, order, permit, registration or filing with, or notification to (any of the foregoing being a "Consent") , (i) any government or subdivision thereof, whether domestic or foreign, or any administrative, governmental governmental, or regulatory authority, agency, commission, court, tribunal or body, whether domestic, foreign or multinational (any of the foregoing, a "Governmental Entity"), except for the filing of the Certificate of Merger pursuant to the DGCL and the VSCA; or (ii) any other individual or Entity (collectively, a "Person").

No Conflicts; Required Filings and Consents. Except as set forth on Schedule 2.5, none None of (i) the execution ------------------------------------------- and delivery hereof of this Agreement by ProbitySeller or the Webbed Feet Members, (ii) the consummation by Seller and the Stockholders Webbed Feet Members of the transactions contemplated hereby (including the Exchange) or (iii) compliance by the Stockholders Seller with any of the provisions hereof will: (a) conflict with or violate the Articles of Incorporation Organization of Seller or Bylaws of Probitythe Operating Agreement; (b) result in a violation of any statute, ordinance, rule, regulation, order, judgment or decree applicable to Probity Seller or by which Probity or any of its properties or assets may be bound or affectedthe Purchased Assets; (c) result in a violation or material breach of, or constitute a material default (or an event that, with notice or lapse of time or both, would become a material default) under, or give to others any other party any material right rights of termination, amendment, acceleration or cancellation of, any note, bond, mortgage or mortgage, indenture, or any material contract, agreement, arrangement, lease, license, permit, judgment, decree, franchise or other instrument or obligation, obligation to which Probity Seller is a party or by which Probity or any of its properties or assets the Purchased Assets may be bound or affectedaffected (collectively, for purposes of this Section 2.3, a "Webbed Feet Agreement"); (d) result in the creation of any Lien on any of the property or assets of ProbityPurchased Assets; or (e) require any material consent, waiver, license, approval, authorization, order, permit, registration or filing with, or notification to (any of the foregoing being a "Consent") , of (i) any government or subdivision thereof, whether domestic domestic, foreign or foreignmultinational, or any administrative, governmental governmental, or regulatory authority, agency, commission, court, tribunal or body, whether domestic, foreign or multinational (any of the foregoing, a "Governmental Entity"); or (ii) any other individual individual, corporation, trust, partnership, limited liability company or Entity other entity (collectively, a "Person").

No Conflicts; Required Filings and Consents. Except as set forth on Schedule 2.54.5 hereto, none of (i) the execution and delivery hereof of this Agreement by Probity------------ Exchange Place or the Exchange Place Shareholder, (ii) the consummation by Exchange Place and the Stockholders Exchange Place Shareholder of the transactions contemplated hereby (including the Exchange) or (iii) compliance by the Stockholders Exchange Place with any of the provisions hereof will: (a) conflict with or violate the Articles of Incorporation or Bylaws of ProbityExchange Place; (b) result in a violation of any statute, ordinance, rule, regulation, order, judgment or decree applicable to Probity Exchange Place or the Exchange Place Shareholder, or by which Probity Exchange Place or any of its properties or assets may be bound or affected; (c) result in a violation or material breach of, or constitute a material default (or an event that, with notice or lapse of time or both, would become a material default) under, or give to any other party any material right of termination, amendment, acceleration or cancellation of, any note, bond, mortgage or mortgage, indenture, or any material contract, agreement, arrangement, lease, license, permit, judgment, decree, franchise or other instrument or obligation, to which Probity Exchange Place is a party or by which Probity Exchange Place or any of its properties or assets may be bound or affected; (d) result in the creation of any Lien on any of the property or assets of ProbityExchange Place; or (e) require any material consent, waiver, license, approval, authorization, order, permit, registration or filing with, or notification to (any of the foregoing being a "Consent") , (i) any government or subdivision thereof, whether domestic or foreign, or any administrative, governmental governmental, or regulatory authority, agency, commission, court, tribunal or body, whether domestic, foreign or multinational (any of the foregoing, a "Governmental Entity"), except for the filing of the Certificate of Merger pursuant to the DGCL and the GBCC; or (ii) any other individual or Entity (collectively, a "Person").

No Conflicts; Required Filings and Consents. Except as set forth on Schedule 2.5The execution, none delivery and performance of (i) the execution this Agreement and delivery hereof all Other Agreements by ProbityDreamwind, (ii) the consummation by the Stockholders Dreamwind of the transactions contemplated hereby (including the Exchange) or (iii) and thereby and compliance by the Stockholders Dreamwind with any of the provisions hereof will: do not and will not: (a) conflict with or violate the Articles Certificate of Incorporation Organization or Bylaws written Operating Agreement of Probity; Dreamwind; (b) to the knowledge of Dreamwind result in a material violation of any statute, ordinance, rule, regulation, order, judgment or decree applicable to Probity or by which Probity or any of its properties or assets may be bound or affected; Dreamwind, the Contributed Assets; (c) result in a violation or material breach of, or constitute a material default (or an event that, with notice or lapse of time or both, would become a material default) under, or give to others any other party any material right rights of termination, amendment, acceleration or cancellation of, any note, bond, mortgage or indenture, or any material contract, agreementagreement or arrangement related to the Contributed Assets, arrangement, lease, license, permit, judgment, decree, franchise or other instrument or obligation, to which Probity is a party or by which Probity or any of its properties or assets may be bound or affected; (d) result in the creation or imposition of any Lien on lien, charge, restriction, claim or encumbrance of any nature whatsoever upon any of the property Contributed Assets or the other properties or assets of ProbityDreamwind, which violation or breach would have a Material Adverse Effect; or or (ed) require any material consent, waiver, license, approval, authorization, order, permit, registration or filing with, or notification to (any of the foregoing being a "Consent") ) to (i) any government or subdivision thereof, whether domestic domestic, foreign or foreignmultinational, or any administrative, governmental governmental, or regulatory authority, agency, commission, court, tribunal or body, whether domestic, foreign or multinational (any of the foregoing, a "Governmental Entity"); or (ii) ), except with respect to the Art Assets, any individual, corporation, trust, partnership, limited liability company or other individual or Entity entity (collectively, a "Person"), the failure of which to obtain would have a Material Adverse Effect. A "Material Adverse Effect" means a change in, or effect on, the operations, affairs, prospects, financial condition, results of operations, assets, liabilities, reserves or any other aspect of the Contributed Assets that results in a material adverse effect on, or a material adverse change in either the Contributed. Intellectual Property. To the knowledge of Dreamwind, Dreamwind owns, or is validly licensed or otherwise has the right to use or exploit, all of the Intellectual Property, free of any obligation to make any payment (whether of a royalty, license fee, compensation or otherwise). The Intellectual Property is being transferred by Dreamwind to Crown free and clear of any liens, pledges, mortgages, restrictions, adverse claims, security interests, rights of others and encumbrances (including, without limitation, distribution rights) attributable to Dreamwind. No third party has been granted or assigned by Dreamwind any right to manufacture, assemble, reproduce, distribute, market or exploit any of its products or services or any adaptations, translations, or derivative works based on any of Dreamwind's products. No third party has been granted or assigned by Dreamwind any rights to any source code belonging to Dreamwind or used with Contributed Assets, whether upon the occurrence of a default or specified event or otherwise. Dreamwind has not received any written complaint, claim or notice alleging any such infringement, violation or misappropriation.

No Conflicts; Required Filings and Consents. Except as set forth on ------------------------------------------- Schedule 2.52.5 hereto, none of (i) the execution and delivery hereof of this Agreement by Probity------------ Seller or the Controlling Members, (ii) the consummation by Seller and the Stockholders Controlling Members of the transactions contemplated hereby (including the Exchange) or (iii) compliance by the Stockholders Seller with any of the provisions hereof will: (a) conflict with or violate the Articles of Incorporation Organization of Seller or Bylaws of Probitythe Operating Agreement; (b) result in a violation of any statute, ordinance, rule, regulation, order, judgment or decree applicable to Probity Seller or by which Probity or any of its properties or assets may be bound or affectedthe Purchased Assets; (c) result in a violation or material breach of, or constitute a material default (or an event that, with notice or lapse of time or both, would become a material default) under, or give to others any other party any material right rights of termination, amendment, acceleration or cancellation of, any note, bond, mortgage or mortgage, indenture, or any material contract, agreement, arrangement, lease, license, permit, judgment, decree, franchise or other instrument or obligation, obligation to which Probity Seller is a party or by which Probity or any of its properties or assets the Purchased Assets may be bound or affected; (d) result in the creation of any Lien lien, charge, security interest, pledge, option, right of first refusal, voting proxies or other voting agreement or encumbrance of any kind or nature (any of the foregoing, a "Lien") on any of the property or assets of ProbityPurchased Assets; or (e) require any material consent, waiver, license, approval, authorization, order, permit, registration or filing with, or notification to (any of the foregoing being a "Consent") , of (i) any government or subdivision thereof, whether domestic domestic, foreign or foreignmultinational, or any administrative, governmental governmental, or regulatory authority, agency, commission, court, tribunal or body, whether domestic, foreign or multinational (any of the foregoing, a "Governmental Entity"); or (ii) any other individual individual, corporation, trust, partnership, limited liability company or Entity other entity (collectively, a "Person").

No Conflicts; Required Filings and Consents. Except as set forth on Schedule 2.54.5 hereto, none of (i) the execution and delivery hereof of this Agreement by Probity------------ Swan or the Swan Shareholders, (ii) the consummation by Swan and the Stockholders Swan Shareholders of the transactions contemplated hereby (including the Exchange) or (iii) compliance by the Stockholders Swan with any of the provisions hereof will: (a) conflict with or violate the Articles of Incorporation or Bylaws of ProbitySwan; (b) result in a violation of any statute, ordinance, rule, regulation, order, judgment or decree applicable to Probity Swan or the Swan Shareholders, or by which Probity Swan or any of its properties or assets may be bound or affected; (c) result in a violation or material breach of, or constitute a material default (or an event that, with notice or lapse of time or both, would become a material default) under, or give to others any other party any material right rights of termination, amendment, acceleration or cancellation of, any note, bond, mortgage or mortgage, indenture, or any material contract, agreement, arrangement, lease, license, permit, judgment, decree, franchise or other instrument or obligation, obligation to which Probity Swan is a party or by which Probity Swan or any of its properties or assets may be bound or affectedaffected (collectively, for purposes of this Section 4.5, a "Swan Agreement"); (d) result in the creation of any Lien on any of the property or assets of ProbitySwan; or (e) require any material consent, waiver, license, approval, authorization, order, permit, registration or filing with, or notification to (any of the foregoing being a "Consent") , of (i) any government or subdivision thereof, whether domestic domestic, foreign or foreignmultinational, or any administrative, governmental governmental, or regulatory authority, agency, commission, court, tribunal or body, whether domestic, foreign or multinational (any of the foregoing, a "Governmental Entity"), except for the filing of the Certificate of Merger pursuant to the DGCL and GBCC; or (ii) any other individual or Entity (collectively, a "Person")) pursuant to any Swan Agreement.

No Conflicts; Required Filings and Consents. Except as set forth on Schedule 2.54.5 hereto, none of (i) the execution and delivery hereof of this Agreement by Probity------------ Digital or the Digital Shareholders, (ii) the consummation by Digital and the Stockholders Digital Shareholders of the transactions contemplated hereby (including the Exchange) or (iii) compliance by the Stockholders Digital with any of the provisions hereof will: (a) conflict with or violate the Articles of Incorporation or Bylaws of ProbityDigital; (b) result in a violation of any statute, ordinance, rule, regulation, order, judgment or decree applicable to Probity Digital or the Digital Shareholders, or by which Probity Digital or any of its properties or assets may be bound or affected; (c) result in a violation or material breach of, or constitute a material default (or an event that, with notice or lapse of time or both, would become a material default) under, or give to others any other party any material right rights of termination, amendment, acceleration or cancellation of, any note, bond, mortgage or mortgage, indenture, or any material contract, agreement, arrangement, lease, license, permit, judgment, decree, franchise or other instrument or obligation, to which Probity Digital is a party or by which Probity Digital or any of its properties or assets may be bound or affected; (d) result in the creation of any Lien on any of the property or assets of ProbityDigital; or (e) require any material consent, waiver, license, approval, authorization, order, permit, registration or filing with, or notification to (any of the foregoing being a "Consent") (i) any government or subdivision thereof, whether domestic domestic, foreign or foreignmultinational, or any administrative, governmental governmental, or regulatory authority, agency, commission, court, tribunal or body, whether domestic, foreign or multinational (any of the foregoing, a "Governmental Entity"), except for the filing of the Certificate of Merger pursuant to the DGCL and the CCC; or (ii) any other individual or Entity (collectively, a "Person"), except in either case for any Consent which has previously been obtained.

No Conflicts; Required Filings and Consents. Except as set forth on Schedule 2.54.5 hereto, none of (i) the execution and delivery hereof of this Agreement by Probity------------ InTouch or the InTouch Shareholders, (ii) the consummation by InTouch and the Stockholders InTouch Shareholders of the transactions contemplated hereby (including the Exchange) or (iii) compliance by the Stockholders InTouch with any of the provisions hereof will: (a) conflict with or violate the Articles of Incorporation or Bylaws of ProbityInTouch; (b) result in a violation of any statute, ordinance, rule, regulation, order, judgment or decree applicable to Probity InTouch or any of the InTouch Shareholders, or by which Probity InTouch or any of its properties or assets may be bound or affected; (c) result in a violation or material breach of, or constitute a material default (or an event that, with notice or lapse of time or both, would become a material default) under, or give to any other party any material right of termination, amendment, acceleration or cancellation of, any note, bond, mortgage or mortgage, indenture, or any material contract, agreement, arrangement, lease, license, permit, judgment, decree, franchise or other instrument or obligation, to which Probity InTouch is a party or by which Probity InTouch or any of its properties or assets may be bound or affectedaffected (collectively, for the purposes of this Section 4.5, an "InTouch Agreement"); (d) result in the creation of any Lien on any of the property or assets of ProbityInTouch; or (e) require any material consent, waiver, license, approval, authorization, order, permit, registration or filing with, or notification to (any of the foregoing being a "Consent") , (i) any government or subdivision thereof, whether domestic or foreign, or any administrative, governmental governmental, or regulatory authority, agency, commission, court, tribunal or body, whether domestic, foreign or multinational (any of the foregoing, a "Governmental Entity"), except for the filing of the Certificate of Merger pursuant to the DGCL and the NBCA; or (ii) any other individual or Entity (collectively, a "Person")) pursuant to any InTouch Agreement.