Common use of No Violation or Approval Clause in Contracts

No Violation or Approval. 3.4.1 Subject to and except as set forth on Section 3.4 of the Seller Disclosure Schedule, neither the execution and delivery of this Agreement by Seller, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) Breach or otherwise conflict with any provision of the Organizational Documents of Original Member, Seller, JVCo, or contravene any resolution adopted by the officers, managers, or members of Original Member, Seller or JVCo; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which Original Member, Seller or JVCo may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Original Member, Seller or JVCo may be subject; (iii) Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by or on behalf of JVCo, or that otherwise relates to JVCo, the JVCo Assets, or JVCo’s Business; (iv) cause Buyer (or any Related Person thereof) to become subject to, or to become liable for the payment of, any Tax; (v) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract or agreement to which JVCo is a party or by which JVCo is bound; or (vi), result in the imposition or creation of any Lien on JVCo, the JVCo Assets, or JVCo’s Business. 3.4.2 Subject to and except as set forth on Section 3.4 of the Seller Disclosure Schedule, neither Seller nor JVCo are required to give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement or the consummation of any of the Contemplated Transactions, including any Consent required in order to preserve and maintain all Governmental Authorizations required for the ownership and continued operation of JVCo’s Business, either before or after Closing, and the consummation of the Contemplated Transactions. Any registration, declaration, or filing with, or Consent, or Governmental Authorization or Order by, any Governmental Body with respect to JVCo that is required in connection with the consummation of the Contemplated Transactions has been completed, made, or obtained on or before the Closing Date.

No Violation or Approval. 3.4.1 Subject to and except as set forth on Section 3.4 of in the Seller Borrower Disclosure Schedule, neither the execution and delivery of this Agreement and the other Transaction Documents by SellerBorrower, nor or the consummation or performance of any of the Contemplated Transactions willwill not, directly or indirectly (with or without notice or lapse of time): (i) Breach or otherwise conflict with any provision of the Organizational Documents of Original Member, Seller, JVCoBorrower, or contravene any resolution adopted by the officers, managers, managers or members of Original Member, Seller or JVCoBorrower; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which Original Member, Seller or JVCo Borrower may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Original Member, Seller or JVCo Borrower may be subject; (iii) Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by or on behalf of JVCoBorrower, or that otherwise relates to JVCo, the JVCo AssetsBorrower, or JVCo’s the Borrower Business; (iv) cause Buyer (or any Related Person thereof) to become subject to, or to become liable for the payment of, any Tax; (v) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract or agreement to which JVCo Borrower is a party or by which JVCo Borrower is bound; or (viv), result in the imposition or creation of any Lien on JVCo, any asset or property of Borrower or the JVCo Assets, or JVCo’s Borrower Business. 3.4.2 . Subject to and except as set forth on Section 3.4 of in the Seller Borrower Disclosure Schedule, neither Seller nor JVCo are Borrower is not required to give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement Agreement, the other Transaction Documents or the consummation of any of the Contemplated Transactions, including any Consent required in order to preserve and maintain all Governmental Authorizations required for the ownership and continued operation of JVCo’s the Borrower Business, either before or after the Closing, and the consummation of the Contemplated Transactions. Any registration, declaration, or filing with, or Consent, or Governmental Authorization or Order by, any Governmental Body with respect to JVCo Borrower that is required in connection with the consummation of the Contemplated Transactions has been completed, made, or obtained on or before the Closing Date.

No Violation or Approval. 3.4.1 3.5.1 Subject to and except as set forth on Section 3.4 of in the Seller Disclosure Schedule, neither the execution and delivery of this Agreement and the other Transaction Documents by SellerSellers, nor and the consummation or performance of any of the Contemplated Transactions willwill not, directly or indirectly (with or without notice or lapse of time): (i) Breach or otherwise conflict with any provision of the Organizational Documents of Original Member, Seller, JVCoPSIC, or contravene any resolution adopted by the officers, managers, or members of Original Member, Seller or JVCoPSIC; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which Original Member, Seller or JVCo PSIC may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Original Member, Seller or JVCo PSIC may be subject; (iii) Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by or on behalf of JVCoPSIC, or that otherwise relates to JVCo, the JVCo AssetsPSIC, or JVCo’s the PSIC Business; (iv) cause Buyer (or any Related Person thereof) to become subject to, or to become liable for the payment of, any Tax; (v) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract or agreement to which JVCo PSIC is a party or by which JVCo PSIC is bound; or (vi), result in the imposition or creation of any Lien on JVCo, the JVCo AssetsPSIC, or JVCo’s the PSIC Business. 3.4.2 3.5.2 Subject to and except as set forth on Section 3.4 of in the Seller Disclosure Schedule, neither Seller nor JVCo Sellers are not required to give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement Agreement, the other Transaction Documents or the consummation of any of the Contemplated Transactions, including any Consent required in order to preserve and maintain all Governmental Authorizations required for the ownership and continued operation of JVCo’s the PSIC Business, either before or after the Closing, and the consummation of the Contemplated Transactions. Any registration, declaration, or filing with, or Consent, or Governmental Authorization or Order by, any Governmental Body with respect to JVCo PSIC that is required in connection with the consummation of the Contemplated Transactions has been completed, made, or obtained on or before the Closing Effective Date.

No Violation or Approval. 3.4.1 Subject to and except as set forth on Section 3.4 of the Seller Disclosure Schedule, neither the execution and delivery of this Agreement by Seller, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) Breach or otherwise conflict with any provision of the Organizational Documents of Original Member, Seller, JVCoCCS, or contravene any resolution adopted by the officers, managers, or members of Original Member, Seller or JVCoCCS; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which Original Member, Seller Sellers or JVCo CCS may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Original Member, Seller Sellers or JVCo CCS may be subject; (iii) Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by or on behalf of JVCoCCS, or that otherwise relates to JVCo, the JVCo AssetsCCS, or JVCo’s Businessthe CCS business; (iv) to Sellers’ knowledge, cause Buyer (or any Related Person thereof) to become subject to, or to become liable for the payment of, any Tax; (v) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract or agreement to which JVCo CCS is a party or by which JVCo CCS is bound; or (vi), result in the imposition or creation of any Lien on JVCo, the JVCo AssetsCCS, or JVCo’s Businessthe CCS business. 3.4.2 Subject to and except as set forth on Section 3.4 of the Seller Disclosure Schedule, neither Seller Sellers nor JVCo CCS are required to give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement or the consummation of any of the Contemplated Transactions, including any Consent required in order to preserve and maintain all Governmental Authorizations required for the ownership and continued operation of JVCo’s Businessthe CCS business, either before or after Closing, and the consummation of the Contemplated Transactions. Any registration, declaration, or filing with, or Consent, or Governmental Authorization or Order by, any Governmental Body with respect to JVCo CCS that is required in connection with the consummation of the Contemplated Transactions has been completed, made, or obtained on or before the Closing Date.

No Violation or Approval. 3.4.1 Subject to and except as set forth on Section 3.4 of the Seller Disclosure Schedule, neither the The execution and delivery of this Agreement and the other Transaction Documents by SellerBuyer, nor or the consummation or performance of any of the Contemplated Transactions willincluding but not limited to the issuance or sale of the Closing Stock Capital Contribution will not, directly or 011 - LPB - Note Purchase Agreement - CM.20210723 - EXECUTION.docx 6 4827-0311-1666\2 indirectly (with or without notice or lapse of time): (i) Breach or otherwise conflict with any provision of the Organizational Documents of Original Member, Seller, JVCoBuyer, or contravene any resolution adopted by the officers, managers, or members board of Original Member, Seller or JVCodirectors of Buyer; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which Original Member, Seller or JVCo Buyer may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Original Member, Seller or JVCo Buyer may be subject; (iii) Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by or on behalf of JVCoBuyer, or that otherwise relates to JVCo, the JVCo AssetsBuyer, or JVCo’s the Buyer Business; (iv) cause Buyer (or any Related Person thereof) to become subject to, or to become liable for the payment of, any Tax; (v) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract or agreement to which JVCo Buyer is a party or by which JVCo Buyer is bound; or (viv), result in the imposition or creation of any Lien on JVCoany asset or property of Buyer or the Buyer Business. Other than a supplemental listing application to be filed with the NYSE American LLC and the filing of a resale registration statement with the SEC, the JVCo Assets, or JVCo’s Business. 3.4.2 Subject to and except as set forth on Section 3.4 of the Seller Disclosure Schedule, neither Seller nor JVCo are Buyer is not required to give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement Agreement, the other Transaction Documents or the consummation of any of the Contemplated Transactions, including any Consent required in order to preserve and maintain all Governmental Authorizations required for the ownership and continued operation of JVCo’s the Buyer Business, either before or after the Closing, and the consummation of the Contemplated Transactions. Any Other than a supplemental listing application to be filed with the NYSE American LLC and the filing of a resale registration statement with the SEC, any registration, declaration, or filing with, or Consent, or Governmental Authorization or Order by, any Governmental Body with respect to JVCo Buyer that is required in connection with the consummation of the Contemplated Transactions has been completed, made, or obtained on or before the Effective Date or the Closing Date, as applicable.

No Violation or Approval. 3.4.1 3.5.1 Subject to and except as set forth on Section 3.4 of in the Seller Disclosure Schedule, neither the execution and delivery of this Agreement and the other Transaction Documents by SellerSellers, nor and the consummation or performance of any of the Contemplated Transactions willwill not, directly or indirectly (with or without notice or lapse of time): (i) Breach or otherwise conflict with any provision of the Organizational Documents of Original Member, Seller, JVCoMANA, or contravene any resolution adopted by the officers, managers, or members of Original Member, Seller or JVCoMANA; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which Original Member, Seller or JVCo MANA may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Original Member, Seller or JVCo MANA may be subject; (iii) Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by or on behalf of JVCoMANA, or that otherwise relates to JVCo, the JVCo AssetsMANA, or JVCo’s the MANA Business; (iv) cause Buyer (or any Related Person thereof) to become subject to, or to become liable for the payment of, any Tax; (v) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract or agreement to which JVCo MANA is a party or by which JVCo MANA is bound; or (vi), result in the imposition or creation of any Lien on JVCo, the JVCo AssetsMANA, or JVCo’s the MANA Business. 3.4.2 3.5.2 Subject to and except as set forth on Section 3.4 of in the Seller Disclosure Schedule, neither Seller nor JVCo Sellers are not required to give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement Agreement, the other Transaction Documents or the consummation of any of the Contemplated Transactions, including any Consent required in order to preserve and maintain all Governmental Authorizations required for the ownership and continued operation of JVCo’s the MANA Business, either before or after the Closing, and the consummation of the Contemplated Transactions. Any registration, declaration, or filing with, or Consent, or Governmental Authorization or Order by, any Governmental Body with respect to JVCo MANA that is required in connection with the consummation of the Contemplated Transactions has been completed, made, or obtained on or before the Closing Effective Date.

No Violation or Approval. 3.4.1 3.5.1 Subject to and except as set forth on Section 3.4 of in the Seller Disclosure Schedule, neither the execution and delivery of this Agreement and the other Transaction Documents by Seller, nor or the consummation or performance of any of the Contemplated Transactions willwill not, directly or indirectly (with or without notice or lapse of time): (i) 004 - Membership Interest Purchase Agreement - CM.20210624.docx 3 Breach or otherwise conflict with any provision of the Organizational Documents of Original Member, Seller, JVCo, or contravene any resolution adopted by the officers, managers, or members of Original Member, Seller or JVCoSeller; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which Original Member, Seller or JVCo may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Original Member, Seller or JVCo may be subject; (iii) Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by or on behalf of JVCoSeller, or that otherwise relates to JVCo, the JVCo AssetsSeller, or JVCo’s the Seller Business; (iv) cause Buyer (or any Related Person thereof) to become subject to, or to become liable for the payment of, any Tax; (v) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract or agreement to which JVCo Seller is a party or by which JVCo Seller is bound; or (vi), result in the imposition or creation of any Lien on JVCo, the JVCo AssetsSeller, or JVCo’s the Seller Business. 3.4.2 3.5.2 Subject to and except as set forth on Section 3.4 of in the Seller Disclosure Schedule, neither Seller nor JVCo are is not required to give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement Agreement, the other Transaction Documents or the consummation of any of the Contemplated Transactions, including any Consent required in order to preserve and maintain all Governmental Authorizations required for the ownership and continued operation of JVCo’s the Seller Business, either before or after the Closing, and the consummation of the Contemplated Transactions. Any registration, declaration, or filing with, or Consent, or Governmental Authorization or Order by, any Governmental Body with respect to JVCo Seller that is required in connection with the consummation of the Contemplated Transactions has been completed, made, or obtained on or before the Closing Effective Date.