Common use of No Governmental Approvals or Notices Required Clause in Contracts

No Governmental Approvals or Notices Required. No Conflict with --------------------------------------------------------------- Instruments to Which Seller Is a Party. Except as described in Section 4.1(c) of -------------------------------------- the disclosure schedule delivered by Seller to Buyer at or prior to the execution of this Agreement (the "Seller Disclosure Schedule"), the execution, -------------------------- delivery and performance of this Agreement, the Ancillary Agreements and any other agreements contemplated hereby or thereby by Seller and the consummation by Seller of the transactions contemplated hereby and thereby will not (i) violate (with or without the giving of notice or the lapse of time or both), or require any consent, approval, filing or notice to be made by Seller under, any provision of any court order, judgment or decree by which any of the Assets is bound, (ii) violate (with or without the giving of notice or the lapse of time or both), or require any consent, approval, filing or notice to be made by Seller under, any provision of any law, rule or regulation applicable to the Seller or court order, judgment or decree (other than those by which the Assets are bound) applicable to Seller, except for such violations the occurrence of which, and such consents, approvals, filings or notices the failure of which to obtain or make, would not, individually or in the aggregate, have a Material Adverse Effect and (iii) conflict with, or result in the breach or termination of any provision of, or constitute a default under, or result in the acceleration of the performance of the obligations of Seller under, or result in the creation of a lien, charge or encumbrance upon a portion of the Assets pursuant to, (x) the charter or by-laws (or analogous organizational documents) of Seller, (y) any indenture, mortgage, deed of trust, lease, licensing agreement, contract, instrument or other agreement to which any of the Assets is bound, or (z) any indenture, mortgage, deed of trust, lease, licensing agreement, contract, instrument or other agreement to which Seller is a party (except those to which any of the Assets is bound), except in the case of clause (z) for such conflicts, breaches, terminations, defaults, accelerations, liens, charges or encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect.

No Governmental Approvals or Notices Required. No Conflict with --------------------------------------------------------------- Instruments to Which Seller Is a PartyConflict. Except as described in Section 4.1(c) of -------------------------------------- the disclosure schedule delivered by Seller to Buyer at or prior to the execution of this Agreement (the "Seller Disclosure Schedule"), the The execution, -------------------------- delivery and performance of this Agreement, the Ancillary Agreements Agreement and any other agreements contemplated hereby or thereby by Seller or Stockholder and the consummation by Seller and Stockholder of the transactions contemplated hereby and thereby will not (i) will not violate (with or without the giving of notice or the lapse of time or both), or require any consent, approval, filing or notice to be made by Seller under, any provision of any court order, judgment or decree by which any of the Assets is bound, (ii) violate (with or without the giving of notice or the lapse of time or both), or require any consent, approval, filing or notice to be made by Seller under, any provision of any law, rule or regulation applicable to the Seller regulation, court or court administrative order, writ, judgment or decree (other than those by which applicable to Seller or any of the Assets are bound) applicable to Selleror any of its assets or properties, except for such violations the occurrence of which, and such consents, approvals, filings or notices the failure of which to obtain or make, would could not, either individually or in the aggregate, have a Material Adverse Effect Effect, and (iiiii) will not (with or without the giving of notice or the lapse of time or both) (x) violate or conflict with, or result in the breach breach, suspension or termination of any provision of, or constitute a default under, or result in the acceleration of the performance of the obligations of Seller under, or (y) result in the creation of a any lien, mortgage, pledge, security interest, claim, charge or encumbrance or other restriction of any kind or nature (collectively, "Liens") upon a all or any portion of the Assets pursuant to, (x) the charter or by-laws (or analogous organizational documents) of Seller, (y) or any indenture, mortgage, deed of trust, lease, licensing agreement, contract, contract or instrument or other agreement to which any of the Assets is bound, or (z) any indenture, mortgage, deed of trust, lease, licensing agreement, contract, instrument or other agreement to which Seller is a party (except those to or by which Seller or any of the Assets is are bound), except in the case of clause (z) for such violations, conflicts, breaches, suspensions, terminations, defaults, accelerationsaccelerations or Liens which, liens, charges or encumbrances which would not, either individually or in the aggregate, could not have a Material Adverse Effect.

No Governmental Approvals or Notices Required. No Conflict with --------------------------------------------------------------- Instruments to Which which Seller Is is a Party. Except as described in Section 4.1(c) of -------------------------------------- the disclosure schedule delivered by Seller to Buyer at or prior Schedule 3.1(e), to the execution knowledge of this Agreement (the "Seller Disclosure Schedule")Seller, the execution, -------------------------- delivery and performance of this Agreement, the Ancillary Agreements Agreement and any other agreements contemplated hereby or thereby by Seller each of them and the consummation by Seller each of them of the transactions contemplated hereby and thereby will not (i) will not violate (with or without the giving of notice or the lapse of time or both), or require any authorization, consent, approval, filing or notice to be made by Seller under, any provision of any court order, judgment or decree by which any of the Assets is bound, (ii) violate (with or without the giving of notice or the lapse of time or both), or require any consent, approval, filing or notice to be made by Seller under, any provision of any law, rule or regulation applicable to the Seller or regulation, court order, judgment or decree (other than those by which the Assets are bound) applicable to Seller, except for such violations the occurrence of which, and such consents, approvals, filings or notices the failure of which to obtain or make, would not, individually or in the aggregate, have a material adverse effect on the assets, results of operations, business or financial condition of Meridian taken as a whole (a “Material Adverse Effect”) and the failure of which to obtain would not have a Material Adverse Effect on Seller’s ability to perform its obligations hereunder; and except for such consents, approvals, filings or notice requirements which are set forth in Schedule 3.1(e) or become applicable solely as a result of the specific regulatory status of Buyer or any of its affiliates, and (iiiii) will not conflict with, or result in the breach or termination of any provision of, or constitute a default under, or result in the acceleration of the performance of the obligations of Seller under, or result in the creation of the right to accelerate, terminate, modify or cancel, or result in the creation of a lien, charge or encumbrance upon a portion of the Assets properties, assets or business of Meridian pursuant to, (x) or require any notice under, the charter or by-laws (or analogous organizational documents) of Seller, (y) any indenture, mortgage, deed of trust, lease, licensing agreement, contract, instrument or other agreement to which any of the Assets is boundMeridian, or (z) any indenture, mortgage, deed of trust, lease, licensing agreement, contract, instrument or other agreement to which Seller is a party (except those to or by which any of the Assets Seller is bound), ; except in the case of clause (z) for such conflicts, breaches, terminations, defaults, accelerations, liens, charges accelerations or encumbrances liens which would not, individually or in the aggregate, aggregate have a Material Adverse EffectEffect and the failure of which to obtain would not have a Material Adverse Effect on Seller’s ability to perform its obligations hereunder.

No Governmental Approvals or Notices Required. No Conflict with --------------------------------------------------------------- Instruments to Which Seller Buyer Is a Party. Except as described in Section 4.1(c) of -------------------------------------- the disclosure schedule delivered by Seller to Buyer at or prior to the execution of this Agreement (the "Seller Disclosure Schedule"), the The execution, -------------------------- delivery and performance ------------------------------------- of this Agreement, the Ancillary Agreements and any other agreements contemplated hereby or thereby by Seller Buyer and the consummation by Seller Buyer of the transactions contemplated hereby and thereby will not (i) violate (with or without the giving of notice or the lapse of time or both), or require any consent, approval, filing or notice to be made by Seller under, any provision of any court order, judgment or decree by which any of the Assets is bound, (ii) violate (with or without the giving of notice or the lapse of time or both), or require any consent, approval, filing or notice to be made by Seller under, any provision of any law, rule or regulation applicable to the Seller or regulation, court order, judgment or decree (other than those by which the Assets are bound) applicable to SellerBuyer, except for such violations the occurrence of which, and such consents, approvals, filings or notices the failure of which to obtain or make, would notnot impair the ability of Buyer to perform its obligations hereunder, individually under the Ancillary Agreements or in the aggregate, have a Material Adverse Effect under any other agreement contemplated hereby or thereby and (iii) will not conflict with, or result in the breach or termination of any provision of, or constitute a default under, or result in the acceleration of the performance of the obligations of Seller Buyer under, or result in the creation of a lien, charge or encumbrance upon a portion of the Assets pursuant to, (x) the charter or by-laws bylaws (or analogous organizational documents) of Seller, Buyer or (y) any indenture, mortgage, deed of trust, lease, licensing agreement, contract, instrument or other agreement to which any of the Assets is bound, or (z) any indenture, mortgage, deed of trust, lease, licensing agreement, contract, instrument or other agreement to which Seller Buyer is a party (except those to or by which Buyer or any of the Assets its assets or properties is bound), except in the case of clause (zy) for such conflicts, breaches, terminations, defaults, accelerations, liens, charges accelerations or encumbrances liens which would notnot impair the ability of Buyer to perform its obligations hereunder, individually under the Ancillary Agreements or in the aggregate, have a Material Adverse Effectunder any other agreement contemplated hereby or thereby.