Common use of No Consents and Approvals Clause in Contracts

No Consents and Approvals. Except as set forth on Schedule 2.3 (collectively, the “Required Consents”), and except for an application to the SBA which Seller and Purchaser will together prepare and file with the SBA, the execution and delivery of this Agreement by Seller does not, and (assuming satisfaction of the conditions set forth in Article 5) the performance of this Agreement and the Closing Agreements by Seller and the consummation by Seller of the transactions contemplated hereby will not: (i) violate any provision of the certificate of incorporation or bylaws (or any comparable organization document) of Seller; (ii) conflict with or violate any Law, judicial or administrative order, writ, award, judgment, injunction or decree to which Seller is subject; (iii) require Seller to make any filing with, obtain any permit, consent, license or approval of, or give any notice to, any Governmental Authority; (iv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or right to require repurchase, pursuant to, any material contract to which Seller is a party or by which any of its properties is bound or affected; or (v) result in the creation of any Lien on any of the Transferred Assets, except, in the case of clauses (ii), (iii), and (iv) for such conflicts, violations, filings, permits, consents, licenses, approvals, notices, breaches or conflicts that would not (a) have a Material Adverse Effect or impair the validity or enforceability of this Agreement, any Closing Agreement or any Transferred Asset or (b) prohibit Seller from consummating the transactions contemplated by this Agreement or the Closing Agreements to which it is a party or performing its obligations hereunder or thereunder. Failure of Seller, after making good faith efforts, to obtain consents of the SBA, the Trust), the back-up Servicer (Xxxxx Fargo Bank), and the Indenture Trustee (also, Xxxxx Fargo Bank) or any other unrelated third party, shall not be breach of Seller’s obligations under this Agreement; although the absence of those consents may result in the failure to satisfy a condition to Closing.

No Consents and Approvals. Except as set forth on Schedule 2.3 (collectively, the “Required Consents”), and except for an application to the SBA which Seller and Purchaser will together prepare and file with the SBA, the execution and delivery of this Agreement by Seller Sellers does not, and (assuming satisfaction of the conditions set forth in Article 5) the performance of this Agreement and the Closing Agreements by Seller Sellers and the consummation by Seller Sellers of the transactions contemplated hereby will not: (i) violate any provision of the certificate of incorporation or bylaws (or any comparable organization document) of SellerSellers; (ii) conflict with or violate any Law, judicial or administrative order, writ, award, judgment, injunction or decree to which any Seller is subject; (iii) require Seller Sellers to make any filing with, obtain any permit, consent, license or approval of, or give any notice to, any Governmental Authority; (iv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or right to require repurchase, pursuant to, any material contract to which any Seller is a party or by which any of its properties is bound or affected; or (v) result in the creation of any Lien on any of the Transferred AssetsAssets (other than the Lien contemplated by the Security Agreement), except, in the case of clauses (ii), (iii), and (iv) for such conflicts, violations, filings, permits, consents, licenses, approvals, notices, breaches or conflicts that would not (a) have a Material Adverse Effect or impair the validity or enforceability of this Agreement, any Closing Agreement or any Transferred Asset or (b) prohibit any Seller from consummating the transactions contemplated by this Agreement or the Closing Agreements to which it is a party or performing its obligations hereunder or thereunder. Failure of Seller, after making good faith efforts, to obtain consents of the SBA, the Trust), the back-up Servicer (Xxxxx Fargo Bank), and the Indenture Trustee (also, Xxxxx Fargo Bank) or any other unrelated third party, shall not be breach of Seller’s obligations under this Agreement; although the absence of those consents may result in the failure to satisfy a condition to Closing.

No Consents and Approvals. Except as set forth on Schedule 2.3 (collectively, for any approval of the “Required Consents”), and except for an application Comptroller of the Currency or Federal Reserve System or resolution of any objection of either of them to consummation by Purchaser of the SBA which Seller and Purchaser will together prepare and file with the SBAtransactions contemplated hereby, the execution and delivery of this Agreement by Seller Purchaser does not, and (assuming satisfaction of the conditions set forth in Article 5) the performance of this Agreement and the Closing Agreements by Seller Purchaser and the consummation by Seller Purchaser of the transactions contemplated hereby will not: (i) violate any provision of the certificate organization documents of incorporation or bylaws (or any comparable organization document) of SellerPurchaser; (ii) conflict with or violate any Law, judicial or administrative order, writ, award, judgment, injunction or decree to which Seller Purchaser is subject; (iii) require Seller Purchaser to make any filing with, obtain any permit, consent, license or approval of, or give any notice to, any Governmental AuthorityAuthority except for the SBA; (iv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or right to require repurchase, pursuant to, any material contract to which Seller Purchaser is a party or by which any of its properties is bound or affected; or (v) result in the creation of any Lien on any of the Transferred AssetsPurchaser’s assets, except, in the case of clauses (ii), (iii), ) and (iv) for such conflicts, violations, filings, permits, consents, licenses, approvals, notices, breaches or conflicts that would not (a) have a Material Adverse Effect or impair the validity or enforceability of this Agreement, any Closing Agreement or any Transferred Asset or (b) prohibit Seller Purchaser from consummating the transactions contemplated by this Agreement or the Closing Agreements to which it is a party or performing its obligations hereunder or thereunder. Failure of Seller, after making good faith efforts, to obtain consents of the SBA, the Trust), the back-up Servicer (Xxxxx Fargo Bank), and the Indenture Trustee (also, Xxxxx Fargo Bank) or any other unrelated third party, shall not be breach of Seller’s obligations under this Agreement; although the absence of those consents may result in the failure to satisfy a condition to Closing.

No Consents and Approvals. Except as set forth on Schedule 2.3 (collectively, the “Required Consents”), and except for an application to the SBA which Seller and Purchaser will together prepare and file with the SBA3.3, the execution and delivery of this Agreement by Seller Purchaser does not, and (assuming satisfaction of the conditions set forth in Article 5) the performance of this Agreement and the Closing Agreements by Seller Purchaser and the consummation by Seller Purchaser of the transactions contemplated hereby will not: (i) violate any provision of the certificate organization documents of incorporation or bylaws (or any comparable organization document) of SellerPurchaser; (ii) conflict with or violate any Law, judicial or administrative order, writ, award, judgment, injunction or decree to which Seller Purchaser is subject; (iii) require Seller Purchaser to make any filing with, obtain any permit, consent, license or approval of, or give any notice to, any Governmental Authority; (iv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or right to require repurchase, pursuant to, any material contract to which Seller Purchaser is a party or by which any of its properties is bound or affected; or (v) result in the creation of any Lien on any of Purchaser’s assets (other than as contemplated by the Transferred AssetsSecurity Agreement), except, in the case of clauses (ii), (iii), ) and (iv) for such conflicts, violations, filings, permits, consents, licenses, approvals, notices, breaches or conflicts that would not (a) have a Material Adverse Effect or impair the validity or enforceability of this Agreement, any Closing Agreement or any Transferred Asset or (b) prohibit Seller Purchaser from consummating the transactions contemplated by this Agreement or the Closing Agreements to which it is a party or performing its obligations hereunder or thereunder. Failure of Seller, after making good faith efforts, to obtain consents of the SBA, the Trust), the back-up Servicer (Xxxxx Fargo Bank), and the Indenture Trustee (also, Xxxxx Fargo Bank) or any other unrelated third party, shall not be breach of Seller’s obligations under this Agreement; although the absence of those consents may result in the failure to satisfy a condition to Closing.