Common use of No Legal Bar; Conflicts Clause in Contracts

No Legal Bar; Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, violates any provision of the certificate of incorporation or by-laws of the Seller or any statute, ordinance, regulation, order, judgment or decree of any court or governmental agency or board, or conflicts with or will result in any breach of any of the terms of or constitute a default under or result in the termination of or the creation of any lien pursuant to the terms of any contract or agreement to which the Seller is a party or by which the Seller or any of the Assets is bound, except where such violation, conflict, breach, default, termination, or lien creation would not have a Material Adverse Effect. No consents, approvals or authorizations of, or filings with, any governmental authority or any other person or entity are required in connection with the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the operation of the Business by the Purchaser (or its designee) subsequent to the Closing, except for required consents, if any, to assignment of contracts, leases and other agreements as set forth in Exhibit B.

No Legal Bar; Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, violates any provision of the certificate of incorporation or by-laws of the Seller Company or any statute, ordinance, regulation, order, judgment or decree of any court or governmental agency or board, or conflicts with or will result in any breach of any of the terms of or constitute a default under or result in the termination of or the creation of any lien pursuant to the terms of any contract or agreement to which the Seller Company is a party or by which the Seller Company or any of the Assets is bound, except where such violation, conflict, breach, default, termination, termination or lien creation would not have a Material Adverse Effect. No consents, approvals or authorizations of, or filings with, any governmental authority or any other person or entity are required in connection with the execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby and the operation of the Business by the Purchaser (or its designee) subsequent to the Closinghereby, except for required consents, if any, to assignment of permits, certificates, contracts, leases and other agreements as set forth in Exhibit B.B attached hereto.

No Legal Bar; Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, violates any provision of the certificate of incorporation or by-laws of the Seller TELAC or any statute, ordinance, regulation, order, judgment or decree of any court or governmental agency or board, or conflicts with or will result in any breach of any of the terms of or constitute a default under or result in the termination of or the creation of any lien pursuant to the terms of any contract or agreement to which the Seller TELAC is a party or by which the Seller TELAC or any of the Assets assets of TELAC is bound, except where such violation, conflict, breach, default, termination, termination or lien creation would not have a Material Adverse Effect. No consents, approvals or authorizations of, or filings with, any governmental authority or any other person or entity are required in connection with the execution and delivery of this Agreement, Agreement and the consummation of the transactions contemplated hereby and the operation of the Business by the Purchaser (or its designee) subsequent to the Closinghereby, except for required consents, if any, to assignment of contracts, leases and other agreements as the consents set forth in Exhibit B.B attached hereto and consents, approvals or authorizations the failure of any of which to be obtained would not have a Material Adverse Effect.