Common use of No Violation; Governmental Consents Clause in Contracts

No Violation; Governmental Consents. (a) The execution, delivery, and performance by NIC of this Agreement do not, and, subject to the receipt of the NIC Stockholder Approval and except as described in Section 4.3(b), the consummation of the Transactions will not, (i) conflict with or violate any provision of the NIC Governing Documents or the organizational or governing documents of any NIC Subsidiary, (ii) conflict with or result in any breach, violation, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, or acceleration of any obligation or right or adversely affect any rights of or benefit to NIC or any NIC Subsidiary under any Material Contract (other than Material Contracts that may be canceled or terminated for convenience) binding upon NIC or any NIC Subsidiary or to which any of them are a party or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Lien upon any of the properties, rights or assets of NIC or any NIC Subsidiary, other than Permitted Liens, or (iii) assuming that all authorizations, permits, consents, and approvals contemplated by Section 4.3(b) have been obtained, and all filings, notifications, and other actions described in such clause have been made or taken (and any waiting periods thereunder have terminated or expired), conflict with or violate any Law applicable to NIC or any NIC Subsidiary or any of their respective properties, rights or assets, other than, in the case of clauses (ii) and (iii), any such conflict, breach, violation, default, termination, modification, cancellation, acceleration, right, loss, Lien, or other occurrence that has not had and would not reasonably be expected to have, individually or in the aggregate, a NIC Material Adverse Effect. (b) Other than in connection with or in compliance with (i) the DGCL, (ii) the filing of the Proxy Statement with the SEC and any amendments or supplements thereto and the mailing of the Proxy Statement, (iii) the Exchange Act, (iv) applicable state securities, takeover and “blue sky” Laws, (v) the HSR Act and any other requisite clearances or approvals, and (vi) any applicable requirements of Nasdaq, no authorization, permit, notification to, consent, or approval of, or filing with, any Governmental Authority is required, under applicable Law, for the consummation by NIC of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a NIC Material Adverse Effect. 4.4

No Violation; Governmental Consents. (a) The execution, delivery, and performance by NIC the Company of this Agreement do not, and, subject to the receipt of the NIC Stockholder Company Shareholder Approval and except as described in Section 4.3(b), the consummation of the Transactions will not, (i) conflict with or violate any provision of the NIC Company Governing Documents or the organizational or governing documents of any NIC Company Subsidiary, (ii) conflict with or result in any breach, violation, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, or acceleration of any obligation or right or adversely affect any rights of or benefit to NIC the Company or any NIC Company Subsidiary under any Material Contract (other than Material Contracts that may be canceled or terminated for convenience) binding upon NIC the Company or any NIC Company Subsidiary or to which any of them are a party or by which or to which any of their respective properties, rights properties or assets are bound or subject, or result in the creation of any Lien upon any of the properties, rights properties or assets of NIC the Company or any NIC Company Subsidiary, other than Permitted Liens, or (iii) assuming that all authorizations, permits, consents, and approvals contemplated by Section 4.3(b) have been obtained, and all filings, notifications, and other actions described in such clause have been made or taken (and any waiting periods thereunder have terminated or expired), conflict with or violate any Law applicable to NIC the Company or any NIC Company Subsidiary or any of their respective properties, rights or assets, other than, in the case of clauses clause (ii) and (iii), any such conflict, breach, violation, default, termination, modification, cancellation, acceleration, right, loss, Lien, or other occurrence that has not had and would not reasonably be expected to have, individually or in the aggregate, a NIC Company Material Adverse Effect. (b) Other than in connection with or in compliance with (i) the DGCL, (ii) the filing of the Proxy Statement with the SEC and any amendments or supplements thereto and the mailing of the Proxy Statement, (iii) the Exchange Act, (iv) applicable state securities, takeover and “blue sky” Laws, (v) the HSR Act and any other requisite clearances or approvals, and (vi) any applicable requirements of Nasdaq, no authorization, permit, notification to, consent, or approval of, or filing with, any Governmental Authority is required, under applicable Law, for the consummation by NIC of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a NIC Material Adverse Effect. 4.4.

No Violation; Governmental Consents. (a) The execution, delivery, Neither the execution and performance delivery by NIC the Company of this Agreement do not, and, subject to and all agreements and documents contemplated hereby nor the receipt performance of this Agreement or the consummation by the Company of the NIC Stockholder Approval and except as described transactions contemplated hereby or thereby in Section 4.3(b), accordance with the consummation of the Transactions will not, terms hereof or thereof will: (i) conflict with or violate result in a breach of any provision provisions of the NIC Governing Documents Articles of Incorporation or Bylaws of the organizational or governing documents of any NIC Subsidiary, Company; (ii) except as set forth on Schedule 3.5 of the Company Disclosure Schedule, violate, conflict with or with, result in a breach of any breachprovision of, violation, or constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, result in the termination or give rise to in a right of terminationtermination or cancellation of, cancellationaccelerate the performance required by, or acceleration result in the triggering of any obligation payment or right or adversely affect any rights of or benefit to NIC or any NIC Subsidiary under any Material Contract (other than Material Contracts that may be canceled or terminated for convenience) binding upon NIC or any NIC Subsidiary or to which any of them are a party or by which or to which any of their respective propertiesobligations pursuant to, rights or assets are bound or subject, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the propertiesproperties of the Company under, rights or assets result in being declared void, voidable, or without further binding effect, any of NIC the terms, conditions, or provisions of any note, bond, mortgage, indenture, loan agreement, deed of trust, or any NIC Subsidiarylicense, franchise, permit, lease, contract, agreement or other than Permitted Liensinstrument, commitment, or obligation to which the Company is a party, or by which the Company or any of its properties is bound or affected; (iii) assuming that all authorizationsviolate any law, permitsstatute, consentsrule, regulation, judgment, or decree applicable to the Company; or (iv) subject to compliance with the requirements set forth in Section 3.5(b) and approvals contemplated by in the case of the consummation of the Merger, obtaining the Requisite Company Vote, require any Consent (as defined in Section 4.3(b3.5(b)) have been obtained, and all filings, notifications, and other actions described of any Governmental Entity (as defined in such clause have been made or taken (and any waiting periods thereunder have terminated or expiredSection 3.5(b)), conflict with or violate any Law applicable to NIC or any NIC Subsidiary or any of their respective properties, rights or assets, other thanexcept, in the case of each of clauses (ii) and (iii), any such conflict, breach, violation, default, termination, modification, cancellation, acceleration, right, loss, Lien, or other occurrence that has not had and would not reasonably be expected to have, individually or in the aggregate, a NIC Material Adverse Effect. (b) Other than in connection with or in compliance with (i) the DGCL, (ii) the filing of the Proxy Statement with the SEC and any amendments or supplements thereto and the mailing of the Proxy Statement, (iii) the Exchange Act, and (iv) applicable state securities), takeover and “blue sky” Lawswhere any conflicts, (v) the HSR Act and any other requisite clearances violations, breaches, defaults, alterations, terminations, amendments, accelerations, cancellations or approvals, and (vi) any applicable requirements of Nasdaq, no authorization, permit, notification to, consentLiens, or approval ofwhere the failure to obtain any Consents, or filing with, any Governmental Authority is required, under applicable Law, for the consummation by NIC of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or madein each case, would not reasonably be expected to have, individually or in the aggregate, a NIC Company Material Adverse Effect. 4.4.

No Violation; Governmental Consents. (a) The execution, delivery, and performance by NIC the Tyler Entities of this Agreement do not, and, subject to the receipt of the NIC Stockholder Approval and except as described in Section 4.3(b5.3(b), the performance and consummation of the Transactions and compliance with the provisions hereof will not, (i) conflict with or violate any provision of the NIC Governing Documents or the organizational or governing documents of any NIC Subsidiarythe Tyler Entities, (ii) conflict with or result in any breach, violation, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, or acceleration of any obligation or right or adversely affect any rights of or benefit to NIC or any NIC Subsidiary Tyler under any Material material Contract (other than Material Contracts that may be canceled or terminated for convenience) binding upon NIC or any NIC Subsidiary Tyler or to which any of them are it is a party or by which or to which any of their respective its properties, rights or assets are bound or subject, or result in the creation of any Lien upon any of the properties, rights or assets of NIC or any NIC SubsidiaryTyler, other than Permitted Liens, or (iii) assuming that all authorizations, permits, consents, and approvals contemplated by Section 4.3(b) have been obtained, and all filings, notifications, and other actions described in such clause have been made or taken (and any waiting periods thereunder have terminated or expired), conflict with or violate any judgment, order, decree, or Law applicable to NIC or any NIC Subsidiary Tyler or any of their respective its properties, rights or assets, other than, in the case of clauses (ii) and (iii), any such conflict, breach, violation, default, termination, modification, cancellation, acceleration, right, loss, Lien, or other occurrence Lien that has not had and would not reasonably be expected to haveto, individually or in the aggregate, have a NIC Tyler Material Adverse EffectEffect or prevent or materially delay the ability of the Tyler Entities to consummate the Transactions, including the Merger. (b) Other than in connection with or in compliance with (i) the DGCL, (ii) the filing of the Proxy Statement with the SEC and any amendments or supplements thereto and the mailing of the Proxy Statement, (iii) the Exchange Act, (iviii) applicable state securities, takeover and “blue sky” Laws, (viv) the HSR Act and any other requisite clearances or approvals, and (viv) any applicable requirements of Nasdaqthe NYSE, no authorization, permit, notification to, consent, or approval of, or filing with, any Governmental Authority is necessary or required, under applicable Law, for the consummation by NIC the Tyler Entities of the Transactions, except for such authorizations, permits, notifications, consents, approvals approvals, or filings that, if not obtained or made, would not reasonably be expected to haveto, individually or in the aggregate, have a NIC Tyler Material Adverse Effect. 4.4Effect or

No Violation; Governmental Consents. (a) The execution, delivery, and performance by NIC of this Agreement do not, and, subject to the receipt of the NIC Stockholder Approval and except as described in Section 4.3(b), the consummation of the Transactions will not, (i) conflict with or violate any provision of the NIC Governing Documents or the organizational or governing documents of any NIC Subsidiary, (ii) conflict with or result in any breach, violation, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, or acceleration of any obligation or right or adversely affect any rights of or benefit to NIC or any NIC Subsidiary under any Material Contract (other than Material Contracts that may be canceled or terminated for convenience) binding upon NIC or any NIC Subsidiary or to which any of them are a party or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Lien upon any of the properties, rights or assets of NIC or any NIC Subsidiary, other than Permitted Liens, or (iii) assuming that all authorizations, permits, consents, and approvals contemplated by Section 4.3(b) have been obtained, and all filings, notifications, and other actions described in such clause have been made or taken (and any waiting periods thereunder have terminated or expired), conflict with or violate any Law applicable to NIC or any NIC Subsidiary or any of their respective properties, rights or assets, other than, in the case of clauses (ii) and (iii), any such conflict, breach, violation, default, termination, modification, cancellation, acceleration, right, loss, Lien, or other occurrence that has not had and would not reasonably be expected to have, individually or in the aggregate, a NIC Material Adverse Effect. (b) Other than in connection with or in compliance with (i) the DGCL, (ii) the filing of the Proxy Statement with the SEC and any amendments or supplements thereto and the mailing of the Proxy Statement, (iii) the Exchange Act, (iv) applicable state securities, takeover and “blue sky” Laws, (v) the HSR Act and any other requisite clearances or approvals, and (vi) any applicable requirements of Nasdaq, no authorization, permit, notification to, consent, or approval of, or filing with, any Governmental Authority is required, under applicable Law, for the consummation by NIC of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a NIC Material Adverse Effect. 4.4.