Common use of No Violation or Approval Clause in Contracts

No Violation or Approval. (a) Except as set forth on §3.4 of the Buyer Disclosure Schedule, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in the breach or violation of, or a default under the Charter or Bylaws of any of the Carbonics Entities, or any statute applicable to the Carbonics Entities or any material agreement to which the Carbonics Entities are a party or by which any of its properties are bound, any fiduciary duty or any order, judgment, decree, rule or regulation of any court or any Government Authority or body having jurisdiction over the Carbonics Entities or its properties, except where such failure would not have a Material Adverse Effect. Except as set forth in §3.4 of the Buyer’s Disclosure Schedule, no consent, approval, order or authorization of, or negotiation, declaration or filing with, any Governmental Authority or entity or other party is required of, and has not been obtained or made by any of the Carbonics Entities in connection with the execution and delivery of this Agreement or the consummation of any of the transaction contemplated hereby, except where such failure would not have a Material Adverse Effect. (b) There is no Action pending against, affecting or, to the knowledge of the Directors or Officers, threatened against any of the Carbonics Entities or any of their respective properties before any court or arbitrator or any governmental body, agent or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement or would materially adversely effect the Carbonics Entities’ ability to consummate the transactions contemplated hereby.

No Violation or Approval. (a) Except as set forth on §3.4 of the Buyer Disclosure Schedule, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in the breach or violation of, or a default under the Charter or Bylaws of any of the Carbonics Entities, or any statute applicable to the Carbonics Entities or any material agreement to which the Carbonics Entities are a party or by which any of its properties are bound, any fiduciary duty or any order, judgment, decree, rule or regulation of any court or any Government Authority or body having jurisdiction over the Carbonics Entities or its properties, except where such failure would not have a Material Adverse Effect. Except as set forth in §3.4 of the Buyer’s Disclosure Schedule, no consent, approval, order or authorization of, or negotiation, declaration or filing with, any Governmental Authority or entity or other party is required of, and has not been obtained or made by any of the Carbonics Entities in connection with the execution and delivery of this Agreement or the consummation of any of the transaction contemplated hereby, except where such failure would not have a Material Adverse Effect. (b) There is no Action pending against, affecting or, to the knowledge of the Directors or Officers, threatened against any of the Carbonics Entities or any of their respective properties before any court or arbitrator or any governmental body, agent or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement or would materially adversely effect the Carbonics Entities’ ability to consummate the transactions contemplated hereby. 3.5 SEC Documents (a) All statements, reports, schedules, forms, exhibits and other documents required to have been filed by Carbonics with the U.S. Securities and Exchange Commission (the “SEC“) for the two years prior to the date hereof (the "SEC Documents") have been so filed and Carbonics is not delinquent in respect of any such required filings. Carbonics Entities are engaged only in the business described in the SEC Documents and the SEC Documents contain a complete and accurate description in all material respects of the business of the Carbonics Entities, taken as a whole. 8 (b) At the time of filing thereof, the SEC Documents complied as to form in all material respects with the requirements of the Exchange Act and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (c) Each registration statement and any amendment thereto filed by Carbonics pursuant to the Securities Act and the rules and regulations thereunder, as of the date such statement or amendment became effective, complied as to form in all material respects with the Securities Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

No Violation or Approval. (a) Except as set forth on §3.4 in Section 4.2 of the Buyer disclosure schedule prepared by Orbital and provided to MDA concurrently with the execution of this Agreement (the "Orbital Disclosure Schedule, the Schedule"),the execution, delivery and performance by Orbital and Acquisition of this Agreement and the consummation of the transactions contemplated hereby will not result in the a breach or violation of, or a default under the Charter under, any law, rule or Bylaws of any of the Carbonics Entitiesregulation, order, judgment or decree applicable to Orbital, Acquisition or any statute applicable to the Carbonics Entities or other Subsidiary of Orbital, any material agreement or instrument to which the Carbonics Entities are any of them is a party or by which any of its them or any of their respective properties are bound, any fiduciary duty or any order, judgment, decree, rule judgment or regulation decree of any court or any Government Authority governmental agency or body having jurisdiction over the Carbonics Entities any of them or its propertiestheir properties or in a breach or a default under their Charter Documents other than any breach, except where such failure violation or default that would not have a an Orbital Material Adverse Effect. Except as set forth in §3.4 of the Buyer’s Disclosure Schedule, no No consent, approval, order or authorization of, or negotiation, declaration or filing with, any Governmental Authority governmental authority or entity or other party is required of, of and has not been obtained or made by any of the Carbonics Entities Orbital or Acquisition in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than (i) any approvals required by the Interim Order, (ii) the Final Order, (iii) filings with the Director under the CBCA and filings with and approvals required by provincial securities commissions and stock exchanges, (iv) the filing and effectiveness of any required Registration Statement and (v) such failures to obtain or make consents, approvals, orders, authorizations, declarations or filings as in the transaction contemplated hereby, except where such failure aggregate would not have a an Orbital Material Adverse Effect. (b) There is no Action pending against, affecting or, to the knowledge of the Directors or Officers, threatened against any of the Carbonics Entities or any of their respective properties before any court or arbitrator or any governmental body, agent or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement or would materially adversely effect the Carbonics Entities’ ability to consummate the transactions contemplated hereby.