Common use of No Seller Defaults or Consents Clause in Contracts

No Seller Defaults or Consents. Except as otherwise set forth in Schedule 5.3 attached hereto, neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will: a) violate or conflict with any of the terms, conditions or provisions of the charter or bylaws of the Seller; b) violate any Legal Requirements applicable to the Seller; c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any contract or license binding upon or applicable to the Seller relating to the Assets being conveyed; d) result in the creation of any Lien, charge or other encumbrance on any Assets; or e) cause the Seller to obtain or make any material waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority.

No Seller Defaults or Consents. Except as otherwise set forth in Schedule 5.3 attached hereto3.4, neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated hereby will: (a) violate or conflict with any of the terms, conditions or provisions of the charter certificate of formation or bylaws operating agreement of the Seller; (b) violate any Legal Requirements applicable to the Seller; (c) violate, conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both), or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any contract material Contract or license Permit binding upon or applicable to the Seller relating and related to the Assets being conveyedBusiness; (d) result in the creation of any Lienlien, charge or other encumbrance on any of the Assets; or (e) cause require the Seller to obtain or make any material waiver, consent, action, approval or authorization of, or registration, declaration, notice or filing with, any private non-governmental third party or any Governmental Authority, where the failure to obtain or make such filing, notice, etc. would have a material adverse effect on the Business.