Common use of No Defaults or Conflicts Clause in Contracts

No Defaults or Conflicts. (a) Except for the Seller Shareholder Approval and assuming that all consents, approvals and authorizations explicitly set forth in this Section ‎4.2 have been obtained and all filings described therein have been made, the execution, delivery and performance by the Seller of this Agreement and each Transaction Document to which the Seller is a party and the consummation by the Seller of the transactions contemplated hereby and thereby (i) do not require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any material Permit to which the Seller is a party, (ii) do not violate in any material respect any existing applicable Law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over the Seller, and (iii) do not result in the creation or imposition of any Encumbrance on any properties or assets of the Company Interests. (b) No Permit or other action by, and no notice to or filing with, any Governmental Authority will be required to be obtained or made by the Seller in connection with the execution, delivery and performance by the Seller of this Agreement or any other Transaction Document to which it is a party and the consummation by the Seller of the transactions contemplated hereby and thereby, except (i) the filing with the SEC of the proxy statement (“Proxy Statement”) in preliminary and definitive form; (ii) the filings required by the Exchange Act, the Securities Act and the rules and regulations of NYSE American; and (iii) the Permits, notices and filings listed in Schedule ‎4.2(b).

No Defaults or Conflicts. (a) Except for the Seller Shareholder Approval and assuming that all consents, approvals and authorizations explicitly set forth in this contemplated by Section ‎4.2 have been obtained and all filings described therein have been made, the execution, delivery and performance by the Seller Company of this Agreement and each Transaction Document to which the Seller it is a party and the consummation by the Seller Company of the transactions contemplated hereby and thereby (whether with notice, lapse of time or both) (i) do not result in any violation of the Organizational Documents of the Company, (ii) except as set forth on Schedule ‎5.3(a), do not require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract to which the Company is a party or any material Permit to which affecting the Seller is a partyproperties or assets of the Company or the Business, (iiiii) do not violate in any material respect any existing applicable Law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over the SellerCompany, or the Business, and (iiiiv) do not result in the creation or imposition of any Encumbrance Encumbrance, other than Permitted Encumbrances, on any properties or assets of the Company InterestsCompany, or the Business. (b) No Permit or other action by, and no notice to or filing with, any Governmental Authority will be required to be obtained or made by the Seller Company in connection with the execution, delivery and performance by the Seller Company of this Agreement or any other Transaction Document to which it is a party and the consummation by the Seller Company of the transactions contemplated hereby and therebyhereby, except (i) other than such as have been obtained or made or which the filing with failure to obtain would not reasonably be expected to have a material adverse effect on the SEC of Seller’s ability to consummate the proxy statement (“Proxy Statement”) in preliminary and definitive form; (ii) the filings required by the Exchange Act, the Securities Act and the rules and regulations of NYSE American; and (iii) the Permits, notices and filings listed in Schedule ‎4.2(b)transactions contemplated hereby.

No Defaults or Conflicts. (a) Except for the Seller Shareholder Approval and assuming that all consents, approvals and authorizations explicitly set forth in this Section ‎4.2 have been obtained and all filings described therein have been made, the The execution, delivery and performance by each of the Seller Sellers of this Agreement and each Transaction Document to which the each Seller is a party and the consummation by the each Seller of the transactions contemplated hereby and thereby (iwhether with notice, lapse of time or both) do not require and will not (i) result in any violation of the consent, notice or other action by any Person under, applicable Organizational Documents of such Seller (ii) conflict with, or result in a violation breach of any of the terms or breach provisions of, or constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any material Permit to which the such Seller is a partyparty or by which it is bound or to which its properties are subject, (iiiii) do not violate in any material respect any existing applicable Law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over the such Seller, and (iiiiv) do not result in the creation or imposition of any Encumbrance (other than restrictions on any properties or assets future transfers arising under the Securities Act and applicable state securities Laws) on the Company Shares, except, in the case of the Company Interestsforegoing clauses (ii) – (iv), to the extent that such conflict, breach, default, violation, or Encumbrance would not, individually or in the aggregate, reasonably be expected to reasonably be expected to have a material adverse effect on such Seller’s ability to consummate the transactions contemplated hereby. (b) No authorization, Permit or approval or other action by, and no notice to or filing with, any Governmental Authority will be required to be obtained or made by any of the Seller Sellers in connection with the execution, delivery and performance by the such Seller of this Agreement or any other Transaction Document to which it is a party and the consummation by the such Seller of the transactions contemplated hereby and thereby, except (i) where the failure to obtain such authorization, Permit, approval or filing with would not, individually or in the SEC of aggregate, reasonably be expected to have a material adverse effect on such Seller’s ability to consummate the proxy statement (“Proxy Statement”) in preliminary and definitive form; (ii) the filings required by the Exchange Act, the Securities Act and the rules and regulations of NYSE American; and (iii) the Permits, notices and filings listed in Schedule ‎4.2(b)transactions contemplated hereby.

No Defaults or Conflicts. (a) Except for the Seller Shareholder Approval and assuming that all consents, approvals and authorizations explicitly set forth in this Section ‎4.2 have been obtained and all filings described therein have been made, the The execution, delivery and performance by the Seller Buyer and Parent of this Agreement and each Transaction Document to which the Seller it is a party and the consummation by the Seller Buyer of the transactions contemplated hereby and thereby (whether with notice, lapse of time or both) (i) do not require the consent, notice or other action by any Person under, conflict with, and will not result in a any violation or breach of, constitute a default under, result in of the acceleration applicable Organizational Documents of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any material Permit to which the Seller is a partyBuyer and Parent, (ii) do not and will not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, any Contract to which the Buyer or Parent is a party or by which it is bound or to which its properties are subject, and (iii) do not and will not violate in any material respect any existing applicable Law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over the SellerBuyer and Parent; provided, and however, that no representation or warranty is made in the foregoing clauses (i), (ii) or (iii) do not result with respect to matters that, individually or in the creation aggregate, would not reasonably be expected to have a material adverse effect on the Buyer or imposition of any Encumbrance on any properties or assets of Parent’s ability to consummate the Company Intereststransactions contemplated hereby. (b) No Permit authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required to be obtained or made by the Seller Buyer or Parent in connection with the execution, delivery and performance by the Seller Buyer and Parent of this Agreement or any other Transaction Document to which it is a party and the consummation by the Seller Buyer and Parent of the transactions contemplated hereby and therebyhereby, except (i) other than such as have been obtained or made or which the filing with failure to obtain would not reasonably be expected to have a material adverse effect on the SEC of Buyer or Parent’s ability to consummate the proxy statement (“Proxy Statement”) in preliminary and definitive form; (ii) the filings required by the Exchange Act, the Securities Act and the rules and regulations of NYSE American; and (iii) the Permits, notices and filings listed in Schedule ‎4.2(b)transactions contemplated hereby.

No Defaults or Conflicts. (a) Except 4.5.1. No Event of Default or Potential Default has occurred and is continuing. 4.5.2. No Borrower is a party to any indenture, loan, or credit agreement, or to any lease or other agreement or instrument, or subject to any charter or corporate restriction which could have a Material Adverse Effect on such Borrower, or affect the ability of such Borrower to carry out its obligations under this Agreement. No Borrower is in default in any respect in the performance, observance, or fulfillment of any of the obligations, covenants, or conditions contained in any agreement or instrument material to its business to which it is a party. No consent or approval, notice or waiver of any lien, filing or other action is required for the Seller Shareholder Approval and assuming that all consents, approvals and authorizations explicitly set forth in this Section ‎4.2 have been obtained and all filings described therein have been made, the due execution, delivery and performance by the Seller Borrowers, nor to initiate the validity, enforceability or priority of this Agreement and each or any Transaction Document to which the Seller is a party and the consummation by the Seller of the transactions contemplated hereby and thereby (i) do not require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Material Contract or any material Permit to Lien created and granted hereunder or thereunder, except for consents which have been duly and validly obtained and are now in full force and effect or the Seller is a party, (ii) do not violate obtaining of which has been waived in any material respect any existing applicable Law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over the Seller, and (iii) do not result in the creation or imposition of any Encumbrance on any properties or assets of the Company Interestswriting by Purchaser. (b) No Permit or other action by, and no notice to or filing with, any Governmental Authority will be required to be obtained or made by the Seller in connection with the 4.5.3. The execution, delivery and performance by the Seller Borrowers of this Agreement or any Agreement, the Note and the other Transaction Document to which it is a party Documents, and the consummation by the Seller any of the transactions contemplated hereby (including without limitation the issuance of the Note and thereby, except the Securities as contemplated herein) does not and will not (i) violate or conflict with, with or without the filing with giving of notice or the SEC passage of time or both, any provision of (A) the respective certificates of incorporation or by-laws of the proxy statement Borrowers or (“Proxy Statement”B) in preliminary and definitive form; any law, rule, regulation, order, judgment, writ, injunction, decree, agreement, indenture or other instrument applicable to the Borrowers or any of them, or any of their respective properties, (ii) the filings required except as contemplated by the Exchange ActSecurity Agreement, result in, or require, the Securities Act and creation or imposition of any Lien, upon or with respect to any of the rules and regulations of NYSE AmericanBorrowers' properties, assets or revenues now owned or hereafter acquired; and (iii) require the Permitsconsent, notices waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and filings listed including any shareholder approval) or (iv) cause anti-dilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. 4.5.4. The Borrowers have satisfied all judgments and no Borrower is in Schedule ‎4.2(b).default with respect to any judgment, writ, injunction, decree, rule or regulation of any court, arbitrator, or federal, state, municipal, or other governmental authority, commission, board, bureau, agency, or instrumentality, domestic or foreign

No Defaults or Conflicts. (a) Except for the Seller Shareholder Approval and assuming that all consents, approvals and authorizations explicitly set forth in this Section ‎4.2 have been obtained and all filings described therein have been made, the The execution, delivery and performance by the Seller of this Agreement and each other Transaction Document to which the Seller Seller, Holdco or any of their respective Subsidiaries is or will be a party party, and the consummation by the Seller Seller, Holdco or such Subsidiaries of the transactions contemplated hereby and thereby (ia) do not require constitute a breach of, conflict with or result in any violation of any of the consentOrganizational Documents of Seller or Holdco, (b) except as set forth in Section 3.3 of the Seller Disclosure Letter, with or without notice or other action by any Person underlapse of time or both, do not conflict with, or result in a breach or violation of any of the terms or breach provisions of, constitute a default under, result in the termination (or right of termination), cancellation, modification, creation or acceleration of any right under, require any consent or create notice under, or result in the creation of any party Lien (other than a Permitted Lien) upon any of the right to accelerateproperties, terminateassets or rights of Seller, modify or cancel any Material Contract Holdco or any of their respective Subsidiaries under, any material Permit Contract to which Seller, Holdco or any of their respective Subsidiaries is a party or by which Seller, Holdco or any such Subsidiary is bound or to which the Seller is a partyproperties of Seller, Holdco or any of their respective Subsidiaries are subject and (iic) do not violate in any material respect any existing applicable Law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over the Seller, and (iii) do not result Holdco, any of their respective Subsidiaries or any of their respective properties; except, in the creation or imposition each case of any Encumbrance on any properties or assets of the Company Interests. clauses (b) No Permit and (c) above, as would not, individually or other action byin the aggregate, and no notice materially impair or delay the ability of Seller or Holdco to or filing with, any Governmental Authority will be required to be obtained or made by the Seller in connection with the execution, delivery and performance by the Seller of this Agreement or any other Transaction Document to which it is a party and the consummation by the Seller of consummate the transactions contemplated hereby by this Agreement. References to Subsidiaries in this Section 3.3 shall not include the Company and thereby, except (i) the filing with the SEC of the proxy statement (“Proxy Statement”) in preliminary and definitive form; (ii) the filings required by the Exchange Act, the Securities Act and the rules and regulations of NYSE American; and (iii) the Permits, notices and filings listed in Schedule ‎4.2(b)its Subsidiaries.