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 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 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 execution and delivery of this Agreement by Parent and Merger Sub does not, and the Seller Shareholder Approval performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by Parent and Merger Sub will not, (i) conflict with or violate any provision of Parent’s articles of incorporation or bylaws or any equivalent organizational or governing documents of any of its Subsidiaries (including Merger Sub), (ii) assuming that all consents, approvals approvals, authorizations and authorizations explicitly set forth permits described in this Section ‎4.2 5.3(b) and 5.4 have been obtained and obtained, all filings and notifications described therein in Section 5.3(b) and 5.4 have been made, the execution, delivery made 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 any waiting periods thereunder have terminated or other action by any Person underexpired, conflict withwith or violate any Law applicable to Parent or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound, result in a violation or breach of, constitute a default (iii) require any consent or approval under, result in the acceleration any breach of or create any loss of any benefit or material increase in any party the right to accelerate, terminate, modify cost or cancel any Material Contract obligation of Parent or any material Permit of its Subsidiaries under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien (other than Permitted Liens) on any property or asset of Parent or any Subsidiary of Parent pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which the Seller Parent or any of its Subsidiaries is a party, except, as to clauses (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 ), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the creation or imposition of any Encumbrance on any properties or assets of the Company Interestsaggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No Permit or other action byThe execution and delivery of this Agreement by Parent and Merger Sub does not, and no notice to the performance of this Agreement by Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing withwith or notification to, 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 therebyAuthority, except (i) the filing with the SEC of the proxy statement (“Proxy Statement”) in preliminary Articles of Merger and definitive form; the acceptance thereof for record by the Department of Assessments and Taxations of the State of Maryland under the MGCL and the filing of the Certificate of Merger and the acceptance thereof for record by the Office of the Secretary of State of the State of Delaware under the DLLCA, (ii) the such filings and approvals as may be required by any applicable state securities or “blue sky” Laws, including the Exchange ActResale Registration Statement contemplated by Section 7.1(a), the Securities Act and the rules and regulations of NYSE American; and (iii) such filings as may be required in connection with state and local transfer Taxes, (iv) the Permitsfiling of listing materials related to the Parent Common Stock representing the Merger Consideration with the New York Stock Exchange and (v) where failure to obtain such consents, notices approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and filings listed in Schedule ‎4.2(b)would not reasonably be expected to have a Parent Material Adverse Effect.