Common use of No Violation of Laws or Agreements; Consents Clause in Contracts

No Violation of Laws or Agreements; Consents. Neither the execution and delivery of this Agreement or any Other Agreement to which Seller is or is to become a party, the consummation of the transactions contemplated hereby or thereby, nor the compliance with or fulfillment of the terms, conditions or provisions hereof or thereof by Seller will: (a) contravene any provision of any Governing Document of Seller, (b) conflict with, result in a breach of, constitute a default or an event of default (or an event that might, with the passage of time or the giving of notice or both, constitute a default or event of default) under any of the terms of, result in the termination of, result in the loss of any right under, or give to any other Person the right to cause such a termination of or loss under, any Purchased Asset or any Assumed Contract to which Seller is a party or by which any of its assets may be bound or affected, (c) result in the creation, maturation or acceleration of any Liability of Seller (or give to any other Person the right to cause such a creation, maturation or acceleration), (d) violate any Law or violate any judgment or order of any Governmental Body to which Seller is subject or by which any of the Purchased Assets may be bound or affected, or (e) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets or give to any other Person any interest or right therein. Except as may be required pursuant to the terms of the Lease Agreements or Assumed Contracts and as provided in Schedule 3.3 (the “Third Party Consents”), no consent, approval or authorization of, or registration or filing with, any Person is required in connection with the execution and delivery by Seller of this Agreement or any of the Other Agreements to which Seller is or is to become a party pursuant to the provisions hereof or the consummation by Seller of the transactions contemplated hereby or thereby.

No Violation of Laws or Agreements; Consents. Neither the execution and delivery of this Agreement or any Other Agreement to which Seller is or is to become a party, the consummation of the transactions contemplated hereby or thereby, nor the compliance with or fulfillment of the terms, conditions or provisions hereof or thereof by Seller will: (a) contravene any provision of any Governing Document of Seller, ; (b) conflict with, result in a breach of, constitute a default or an event of default (or an event that might, with the passage of time or the giving of notice or both, constitute a default or event of default) under any of the terms of, result in the termination of, result in the loss of any right under, or give to any other Person the right to cause such a termination of or loss under, any Purchased Asset or any Assumed Contract to which Seller is a party or by which any of its assets may be bound or affected, ; (c) result in the creation, maturation or acceleration of any Liability of Seller (or give to any other Person the right to cause such a creation, maturation or acceleration), ; (d) violate any Law or violate any judgment or order of any Governmental Body to which Seller is subject or by which any of the Purchased Assets may be bound or affected, ; or (e) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets or give to any other Person any interest or right therein. Except as may be required pursuant to the terms of the Lease Agreements or any Assumed Contracts Contract and as provided in Schedule 3.3 (the “Third Party Consents”), no consent, approval or authorization of, or registration or filing with, any Person is required in connection with the execution and delivery by Seller of this Agreement or any of the Other Agreements to which Seller is or is to become a party pursuant to the provisions hereof or the consummation by Seller of the transactions contemplated hereby or thereby.

No Violation of Laws or Agreements; Consents. Neither the execution and delivery of this Agreement or any Other Agreement to which Seller or Xx. Xxxxxx is or is to become a party, the consummation of the transactions contemplated hereby or thereby, thereby nor the compliance with or fulfillment of the terms, conditions or provisions hereof or thereof by Seller or Xx. Xxxxxx will: (ai) contravene any provision of any Governing Document of Seller, (bii) conflict with, result in a breach of, constitute a default or an event of default (or an event that might, with the passage of time or the giving of notice or both, constitute a default or event of default) under any of the terms of, result in the termination of, result in the loss of any right under, or give to any other Person the right to cause such a termination of or loss under, any Purchased Asset or any Assumed Contract other material contract, agreement or instrument to which Seller or Xx. Xxxxxx is a party or by which any of its their assets may be bound or affected, (ciii) result in the creation, maturation or acceleration of any Liability of Seller or Xx. Xxxxxx (or give to any other Person the right to cause such a creation, maturation or acceleration), (div) violate any Law or violate any judgment or order of any Governmental Body to which Seller is subject or by which any of the Purchased Assets or any of its other assets may be bound or affected, or (ev) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets or give to any other Person any interest or right therein. Except as may be required pursuant to for the terms consents of the landlord under the Lease Agreements or Assumed Contracts and as provided in Schedule 3.3 (the “Third Party Consents”)Agreement, no consent, approval or authorization of, or registration or filing with, any Person is required in connection with the execution and delivery by Seller or Xx. Xxxxxx of this Agreement or any of the Other Agreements to which Seller it is or is to become a party pursuant to the provisions hereof or the consummation by Seller or Xx. Xxxxxx of the transactions contemplated hereby or thereby.

No Violation of Laws or Agreements; Consents. Neither Except as set forth on -------------------------------------------- Schedule 3.06 and to the best of the Company's knowledge, neither the execution -------------------------------------------------------- and delivery of this Agreement or any Other Agreement to which Seller or the Company, or both, is or is to become a party, the consummation of the transactions contemplated hereby or thereby, thereby nor the compliance with or fulfillment of the terms, conditions or provisions hereof or thereof by Seller or the Company, or both, will: (ai) contravene any provision of any the Governing Document Documents of SellerSeller or the Company, (bii) conflict with, result in a breach of, constitute a material default or an event of default (or an event that might, with the passage of time or the giving of notice or both, constitute a material default or event of default) under any of the terms of, result in the termination of, result in the loss of any right under, or give to any other Person the right to cause such a termination of or loss under, any Purchased Asset material asset of Seller or the Company, including any Permit, Intellectual Property, license, franchise, indenture, mortgage or any Assumed Contract other contract, agreement or instrument to which either Seller or the Company is a party or by which any of its their assets may be bound or affected, (ciii) result in the creation, maturation or acceleration of any Liability material liability or obligation of Seller or the Company (or give to any other Person the right to cause such a creation, maturation or acceleration), (div) violate any Law or violate any judgment or order of any Governmental Body to which Seller or the Company is subject or by which any of the Purchased Assets their respective assets may be bound or affected, or (ev) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets Company Shares or any asset of Seller or the Company or give to any other Person any interest or right therein. Except as may be required pursuant Subject to the terms expiration of the Lease Agreements or Assumed Contracts and as provided in Schedule 3.3 (waiting period under the “Third Party Consents”)HSR Act, no consent, approval or authorization of, or registration or filing with, any Person is required in connection with the execution and or delivery by Seller or the Company, or both, of this Agreement or any of the Other Agreements to which Seller either, or both, is or is to become a party pursuant to the provisions hereof or the consummation by Seller or the Company, or both, of the transactions contemplated hereby or thereby.

No Violation of Laws or Agreements; Consents. Neither the execution and delivery of this Agreement or any Other Agreement to which Seller is or is to become a party, the consummation of the transactions contemplated hereby or thereby, nor the compliance with or fulfillment of the terms, conditions or provisions hereof or thereof by Seller will: (a) contravene any provision of any Governing Document of Seller, (b) conflict with, result in a breach of, constitute a default or an event of default (or an event that might, with the passage of time or the giving of notice or both, constitute a default or event of default) under any of the terms of, result in the termination of, result in the loss of any right under, or give to any other Person the right to cause such a termination of or loss under, any Purchased Asset or any Assumed Contract to which Seller is a party or by which any of its assets the Purchased Assets may be bound or affected, (c) result in the creation, maturation or acceleration of any Liability of Seller (or give to any other Person the right to cause such a creation, maturation or acceleration), (d) violate any Law or violate any judgment or order of any Governmental Body to which Seller is subject or by which any of the Purchased Assets may be bound or affected, or (e) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets or give to any other Person any interest or right therein. Except as may be required pursuant to the terms of the Lease Agreements Agreement or Assumed Contracts and as provided in Schedule 3.3 (the “Third Party Consents”), no consent, approval or authorization of, or registration or filing with, any Person is required in connection with the execution and delivery by Seller of this Agreement or any of the Other Agreements to which Seller is or is to become a party pursuant to the provisions hereof or the consummation by Seller of the transactions contemplated hereby or thereby.

No Violation of Laws or Agreements; Consents. Neither the execution and delivery of this Agreement or any Other Agreement to which the Seller is or is to become a party, the consummation of the transactions contemplated hereby or thereby, thereby nor the compliance with or fulfillment of the terms, conditions or provisions hereof or thereof by Seller will: will (aexcept for the Landlord's Consent and as set forth on Schedule 4.3): (i) contravene any provision of any Governing Document of the Seller, ; (bii) conflict with, result in a breach of, constitute a default or an event of default (or an event that might, with the passage of time or the giving of notice or both, constitute a default or event of default) under any of the terms of, result in the termination of, result in the loss of any right under, or give to any other Person the right to cause such a termination of or loss under, any of the Purchased Asset Assets or any Assumed Contract other contract, agreement or instrument to which a Seller is a party or by which any of its assets may be bound or affected, ; (ciii) result in the creation, maturation or acceleration of any Assumed Liability or any other Liability of the Seller (or give to any other Person the right to cause such a creation, maturation or acceleration), ; (div) violate any Law or violate any judgment or order of any Governmental Body to which the Seller is subject or by which any of the Purchased Assets or any of its other assets may be bound or affected, ; or (ev) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets or give to any other Person any interest or right therein. Except as may be required pursuant to for the terms of the Lease Agreements or Assumed Contracts Landlord's Consent and as provided in Schedule 3.3 (the “Third Party Consents”)set forth on SCHEDULE 4.3, no consent, approval or authorization of, or registration or filing with, any Person is required in connection with the execution and delivery by the Seller of this Agreement or any of the Other Agreements to which the Seller is or is to become a party pursuant to the provisions hereof or the consummation by the Seller of the transactions contemplated hereby or thereby.

No Violation of Laws or Agreements; Consents. Neither the execution and delivery of this Agreement or any Other Agreement to which Seller or the Company, or all of them, is or is to become a party, the consummation of the transactions contemplated hereby or thereby, thereby nor the compliance with or fulfillment of the terms, conditions or provisions hereof or thereof by Seller or the Company, or any of them, will: (ai) contravene any provision of any the Governing Document Documents of Sellerthe Company, (bii) conflict with, result in a breach of, constitute a default or an event of default (or an event that might, with the passage of time or the giving of notice or both, constitute a default or event of default) under any of the terms of, result in the termination of, result in the loss of any right under, or give to any other Person the right to cause such a termination of or loss under, any Purchased Asset asset of the Company, including any Permit, Intellectual Property, license, franchise, indenture, mortgage or any Assumed Contract other contract, agreement or instrument to which Seller or Company is a party or by which any of its their assets may be bound or affected, which individually or in the aggregate would have an adverse effect on the Company, (ciii) result in the creation, maturation or acceleration of any Liability liability or obligation of Seller the Company (or give to any other Person the right to cause such a creation, maturation or acceleration), (div) violate any Law or violate any judgment or order of any Governmental Body to which Seller or the Company is subject or by which any of the Purchased Assets their respective assets may be bound or affected, or (ev) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets Shares or any asset of the Company or give to any other Person any interest or right therein. Except as may be required pursuant to the terms of the Lease Agreements or Assumed Contracts and as provided in set forth on Schedule 3.3 (the “Third Party Consents”)3.06 attached hereto, no consent, approval or authorization of, or registration or filing with, any Person is required in connection with the execution and or delivery by Seller or the Company, or all of them, of this Agreement or any of the Other Agreements to which Seller any or all of them is or is to become a party pursuant to the provisions hereof or the consummation by Seller or the Company, or all of them, of the transactions contemplated hereby or thereby.

No Violation of Laws or Agreements; Consents. Neither the execution and delivery of this Agreement or any Other Agreement to which Seller Seller, CJM or Xx. Xxxxxx is or is to become a party, the consummation of the transactions contemplated hereby or thereby, thereby nor the compliance with or fulfillment of the terms, conditions or provisions hereof or thereof by Seller Seller, CJM or Xx. Xxxxxx will: (ai) contravene any provision of any Governing Document of Seller, (bii) conflict with, result in a breach of, constitute a default or an event of default (or an event that might, with the passage of time or the giving of notice or both, constitute a default or event of default) under any of the terms of, result in the termination of, result in the loss of any right under, or give to any other Person the right to cause such a termination of or loss under, any Purchased Asset or any Assumed Contract other material contract, agreement or instrument to which Seller Seller, CJM or Xx. Xxxxxx is a party or by which any of its their assets may be bound or affected, (ciii) result in the creation, maturation or acceleration of any Liability of Seller Seller, CJM or Xx. Xxxxxx (or give to any other Person the right to cause such a creation, maturation or acceleration), (div) violate any Law or violate any judgment or order of any Governmental Body to which Seller is subject or by which any of the Purchased Assets or any of its other assets may be bound or affected, or (ev) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets or give to any other Person any interest or right therein. Except as may be required pursuant to for the terms consents of the landlord under the Lease Agreements or Assumed Contracts and as provided in Schedule 3.3 (the “Third Party Consents”)Agreement, no consent, approval or authorization of, or registration or filing with, any Person is required in connection with the execution and delivery by Seller Seller, CJM or Xx. Xxxxxx of this Agreement or any of the Other Agreements to which Seller it is or is to become a party pursuant to the provisions hereof or the consummation by Seller Seller, CJM or Xx. Xxxxxx of the transactions contemplated hereby or thereby.

No Violation of Laws or Agreements; Consents. Neither the execution and delivery of this Agreement or any Other Agreement to which Seller Transferor or Xx. Xxxxxx is or is to become a party, the consummation of the transactions contemplated hereby or thereby, thereby nor the compliance with or fulfillment of the terms, conditions or provisions hereof or thereof by Seller Transferor or Xx. Xxxxxx will: (ai) contravene any provision of any Governing Document of SellerTransferor, (bii) conflict with, result in a breach of, constitute a default or an event of default (or an event that might, with the passage of time or the giving of notice or both, constitute a default or event of default) under any of the terms of, result in the termination of, result in the loss of any right under, or give to any other Person the right to cause such a termination of or loss under, any Purchased Asset or any Assumed Contract other material contract, agreement or instrument to which Seller Transferor or Xx. Xxxxxx is a party or by which any of its their assets may be bound or affected, (ciii) result in the creation, maturation or acceleration of any Liability of Seller Transferor or Xx. Xxxxxx (or give to any other Person the right to cause such a creation, maturation or acceleration), (div) violate any Law or violate any judgment or order of any Governmental Body to which Seller Transferor is subject or by which any of the Purchased Transferred Assets or any of its other assets may be bound or affected, or (ev) result in the creation or imposition of any Encumbrance upon any of the Purchased Transferred Assets or give to any other Person any interest or right therein. Except as may be required pursuant to the terms of the Lease Agreements or Assumed Contracts and as provided in Schedule 3.3 (the “Third Party Consents”), no No consent, approval or authorization of, or registration or filing with, any Person is required in connection with the execution and delivery by Seller Transferor or Xx. Xxxxxx of this Agreement or any of the Other Agreements to which Seller it is or is to become a party pursuant to the provisions hereof or the consummation by Seller Transferor or Xx. Xxxxxx of the transactions contemplated hereby or thereby.

No Violation of Laws or Agreements; Consents. Neither the execution and delivery of this Agreement or any Other Agreement to which Seller Sellers or the Company is or is to become a party, the consummation of the transactions contemplated hereby or thereby, thereby nor the compliance with or fulfillment of the terms, conditions or provisions hereof or thereof by Seller Sellers or the Company will: (ai) contravene any provision of any the Governing Document Documents of Sellerthe Company, (bii) conflict with, result in a breach of, constitute a default or an event of default (or an event that might, with the passage of time or the giving of notice or bothany of them, constitute a default or event of default) under any of the terms of, result in the termination of, result in the loss of any right under, or give to any other Person the right to cause such a termination of or loss under, any Purchased Asset asset of the Company, including any Permit, Intellectual Property, license, franchise, indenture, mortgage or any Assumed Contract other contract, agreement or instrument to which Seller either Sellers or the Company is a party or by which any of its the Company's assets may be bound or affected, (ciii) result in the creation, maturation or acceleration of any Liability liability or obligation of Seller the Company (or give to any other Person the right to cause such a creation, maturation or acceleration), (div) violate any Law or violate any judgment or order of any Governmental Body to which Seller the Company is subject or by which any of the Purchased Assets Company assets may be bound or affected, or (ev) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets Company Shares or asset of the Company or give to any other Person any interest or right therein. Except as may be required pursuant to the terms of the Lease Agreements or Assumed Contracts and as provided in Schedule 3.3 (the “Third Party Consents”), no No consent, approval or authorization of, or registration or filing with, any Person is required in connection with the execution and or delivery by Seller Sellers or the Company, or any of them, of this Agreement or any of the Other Agreements to which Seller either, or any of them is or is to become a party pursuant to the provisions hereof or the consummation by Seller or the Company, or any of them, of the transactions contemplated hereby or thereby.

No Violation of Laws or Agreements; Consents. Neither the execution and delivery of this Agreement or any Other Agreement to which Seller the Transferor is or is to become a party, the consummation of the transactions contemplated hereby or thereby, thereby nor the compliance with or fulfillment of the terms, conditions or provisions hereof or thereof by Seller the Transferor will: (ai) contravene any provision of any Governing Document of Sellerthe Transferor, (bii) conflict with, result in a breach of, constitute a default or an event of default (or an event that might, with the passage of time or the giving of notice or both, constitute a default or event of default) under any of the terms of, result in the termination of, result in the loss of any right under, or give to any other Person the right to cause such a termination of or loss under, any Purchased Transferred Asset or any Assumed Contract other contract, agreement or instrument to which Seller the Transferor is a party or by which any of its assets may be bound or affected, (ciii) result in the creation, maturation or acceleration of any Assumed Liability or any other Liability of Seller the Transferor (or give to any other Person the right to cause such a creation, maturation or acceleration), (div) violate any Law or violate any judgment or order of any Governmental Body to which Seller the Transferor is subject or by which any of the Purchased Transferred Assets or any of its other assets may be bound or affected, or (ev) result in the creation or imposition of any Encumbrance upon any of the Purchased Transferred Assets or give to any other Person any interest or right therein. Except as may be required pursuant to the terms of the Lease Agreements or Assumed Contracts and as provided in set forth on Schedule 3.3 (the “Third Party Consents”)3.03, no consent, approval or authorization of, or registration or filing with, any Person is required in connection with the execution and delivery by Seller the Transferor of this Agreement or any of the Other Agreements to which Seller the Transferor is or is to become a party pursuant to the provisions hereof or the consummation by Seller the Transferor of the transactions contemplated hereby or thereby.

No Violation of Laws or Agreements; Consents. Neither the execution and delivery of this Agreement or any Other Agreement to which either Seller is or is to become a party, the consummation of the transactions contemplated hereby or thereby, thereby nor the compliance with or fulfillment of the terms, conditions or provisions hereof or thereof by either Seller will: (ai) contravene any provision of any Governing Document of such Seller, (bii) conflict with, result in a breach of, constitute a default or an event of default (or an event that might, with the passage of time or the giving of notice or both, constitute a default or event of default) under any of the terms of, result in the termination of, result in the loss of any right under, or give to any other Person the right to cause such a termination of or loss under, any Purchased Asset or any Assumed Contract other material contract, agreement or instrument to which such Seller is a party or by which any of its assets may be bound or affected, (ciii) result in the creation, maturation or acceleration of any Liability of such Seller (or give to any other Person the right to cause such a creation, maturation or acceleration), (div) violate any Law or violate any judgment or order of any Governmental Body to which such Seller is subject or by which any of the Purchased Assets or any of its other assets may be bound or affected, or (ev) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets or give to any other Person any interest or right therein. Except as may be required pursuant to the terms of the Lease Agreements or Assumed Contracts and as provided in Schedule 3.3 (the “Third Party Consents”), no No consent, approval or authorization of, or registration or filing with, any Person is required in connection with the execution and delivery by Seller Sellers of this Agreement or any of the Other Agreements to which either Seller is or is to become a party pursuant to the provisions hereof or the consummation by Seller Sellers of the transactions contemplated hereby or thereby.

No Violation of Laws or Agreements; Consents. Neither the execution and delivery of this Agreement or any Other Agreement to which Seller is or is to become a party, the consummation of the transactions contemplated hereby or thereby, thereby nor the compliance with or fulfillment of the terms, conditions or provisions hereof or thereof by Seller will: (ai) contravene any provision of any Governing Document of Seller, (bii) conflict with, result in a breach of, constitute a default or an event of default (or an event that might, with the passage of time or the giving of notice or both, constitute a default or event of default) under any of the terms of, result in the termination of, result in the loss of any right under, or give to any other Person the right to cause such a termination of or loss under, any Purchased Asset or any Assumed Contract other material contract, agreement or instrument to which Seller is a party or by which any of its assets may be bound or affected, (ciii) result in the creation, maturation or acceleration of any Assumed Liability or any other Liability of Seller (or give to any other Person the right to cause such a creation, maturation or acceleration), (div) violate any Law or violate any judgment or order of any Governmental Body to which Seller is subject or by which any of the Purchased Assets or any of its other assets may be bound or affected, or (ev) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets or give to any other Person any interest or right therein. Except as may be required pursuant to for the terms consent of the Lease Agreements or Assumed Contracts landlord under the Closter Lease, Valley National Bank and as provided in Schedule 3.3 Intouch Technologies (the “Third Party Consents”each of which consent shall be obtained prior to Closing), no consent, approval or authorization of, or registration or filing with, any Person is required in connection with the execution and delivery by Seller of this Agreement or any of the Other Agreements to which Seller it is or is to become a party pursuant to the provisions hereof or the consummation by Seller of the transactions contemplated hereby or thereby.

No Violation of Laws or Agreements; Consents. Neither the execution and delivery of this Agreement or any Other Agreement to which Seller is or is to become a party, the consummation of the transactions contemplated hereby or thereby, thereby nor the compliance with or fulfillment of the terms, conditions or provisions hereof or thereof by Seller will: (ai) contravene any provision of any Governing Document of Seller, (bii) conflict with, result in a breach of, constitute a default or an event of default (or an event that might, with the passage of time or the giving of notice or both, constitute a default or event of default) under any of the terms of, result in the termination of, result in the loss of any right under, or give to any other Person the right to cause such a termination of or loss under, any Purchased Asset or any Assumed Contract other material contract, agreement or instrument to which Seller is a party or by which any of its assets may be bound or affected, (ciii) result in the creation, maturation or acceleration of any Liability of Seller (or give to any other Person the right to cause such a creation, maturation or acceleration), (div) violate any Law or violate any judgment or order of any Governmental Body to which Seller is subject or by which any of the Purchased Assets or any of its other assets may be bound or affected, or (ev) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets or give to any other Person any interest or right therein. Except as may be required pursuant to the terms of the Lease Agreements or Assumed Contracts and as provided in Schedule 3.3 (the “Third Party Consents”), no No consent, approval or authorization of, or registration or filing with, any Person is required in connection with the execution and delivery by Seller of this Agreement or any of the Other Agreements to which Seller it is or is to become a party pursuant to the provisions hereof or the consummation by Seller of the transactions contemplated hereby or thereby.

No Violation of Laws or Agreements; Consents. Neither the execution and delivery of this Agreement or any Other Agreement to which Seller is Sellers are or is are to become a partyparties, the consummation of the transactions contemplated hereby or thereby, thereby nor the compliance with or fulfillment of the terms, conditions or provisions hereof or thereof by Seller Sellers will: (ai) contravene any provision of any Governing Document of Seller, Sellers; (bii) conflict with, result in a breach of, constitute a default or an event of default (or an event that might, with the passage of time or the giving of notice or both, constitute a default or event of default) under any of the terms of, result in the termination of, result in the loss of any right under, or give to any other Person the right to cause such a termination of or loss under, any Purchased Asset or any Assumed Contract other contract, agreement or instrument to which Seller is a party Sellers are parties or by which any of its their assets may be bound or affected, ; (ciii) result in the creation, maturation or acceleration of any Assumed Liability or any other Liability of Seller Sellers (or give to any other Person the right to cause such a creation, maturation or acceleration), ; (div) violate any Law or violate any judgment or order of any Governmental Body to which Seller is Sellers are subject or by which any of the Purchased Assets or any of Sellers' other assets may be bound or affected, ; or (ev) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets or give to any other Person any interest or right therein. Except as may be required pursuant to the terms of the Lease Agreements or Assumed Contracts and as provided in Schedule 3.3 (the “Third Party Consents”)on SCHEDULE 3.4, no consent, approval or authorization of, or registration or filing with, any Person is required in connection with the execution and delivery by Seller Sellers of this Agreement or any of the Other Agreements to which Seller is they are or is are to become a party parties pursuant to the provisions hereof or the consummation by Seller Sellers of the transactions contemplated hereby or thereby.

No Violation of Laws or Agreements; Consents. Neither the execution and delivery of this Agreement or any Other Agreement to which any Seller is or is to become a party, the consummation of the transactions contemplated hereby or thereby, thereby nor the compliance with or fulfillment of the terms, conditions or provisions hereof or thereof by such Seller will: (a) ( contravene any provision of any Governing Document of any Seller, (b) ( conflict with, result in a breach of, constitute a default or an event of default (or an event that might, with the passage of time or the giving of notice or both, constitute a default or event of default) under any of the terms of, result in the termination of, result in the loss of any right under, or give to any other Person the right to cause such a termination of or loss under, any Purchased Asset or any Assumed Contract other contract, agreement or instrument to which such Seller is a party or by which any of its assets may be bound or affected, (c) ( result in the creation, maturation or acceleration of any Assumed Liability or any other Liability of any Seller (or give to any other Person the right to cause such a creation, maturation or acceleration), (d) ( violate any Law or violate any judgment or order of any Governmental Body to which any Seller is subject or by which any of the Purchased Assets or any of its other assets may be bound or affected, or (e) ( result in the creation or imposition of any Encumbrance upon any of the Purchased Assets or give to any other Person any interest or right therein. Except as may be required pursuant to the terms of the Lease Agreements or Assumed Contracts and as provided in set forth on Schedule 3.3 (the “Third Party Consents”)3.03, no consent, approval or authorization of, or registration or filing with, any Person is required in connection with the execution and delivery by any Seller of this Agreement or any of the Other Agreements to which such Seller is or is to become a party pursuant to the provisions hereof or the consummation by Seller Sellers of the transactions contemplated hereby or thereby.

No Violation of Laws or Agreements; Consents. Neither the execution and delivery of this Agreement or any Other Agreement to which Seller is the Sellers are or is are to become a party, the consummation of the transactions contemplated hereby or thereby, thereby nor the compliance with or fulfillment of the terms, conditions or provisions hereof or thereof by Seller Sellers will: (ai) contravene any provision of any Governing Document of Sellerthe Sellers, (bii) conflict with, result in a breach of, constitute a default or an event of default (or an event that might, with the passage of time or the giving of notice or both, constitute a default or event of default) under any of the terms of, result in the termination of, result in the loss of any right under, or give to any other Person the right to cause such a termination of or loss under, any Purchased Asset or any Assumed Contract other contract, agreement or instrument to which Seller the Sellers is a party or by which any of its assets may be bound or affected, (ciii) result in the creation, maturation or acceleration of any Assumed Liability or any other Liability of Seller the Sellers (or give to any other Person the right to cause such a creation, maturation or acceleration), (div) violate any Law or violate any judgment or order of any Governmental Body to which Seller the Sellers is subject or by which any of the Purchased Assets or any of its other assets may be bound or affected, or (ev) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets or give to any other Person any interest or right therein. Except as may be required pursuant to for the terms Landlord Consents, the provisions of the Lease Agreements or Assumed Contracts R.C. Leasehold Mortgage and as provided in set forth on Schedule 3.3 (the “Third Party Consents”)3.3, no consent, approval or authorization of, or registration or filing with, any Person is required in connection with the execution and delivery by Seller the Sellers of this Agreement or any of the Other Agreements to which Seller the Sellers is or is to become a party pursuant to the provisions hereof or the consummation by Seller the Sellers of the transactions contemplated hereby or thereby.