Common use of No Violation; Third Party Consents Clause in Contracts

No Violation; Third Party Consents. Assuming that all consents, waivers, approvals, orders and authorizations described in Section 4.6 and those set forth on Schedule 4.6 have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authority described in Section 4.6 have been made, and except as set forth on Schedule 4.5, the execution and delivery by the Company, as applicable, of this Agreement and the Transaction Agreements to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder, and the consummation by the Company of the Transaction, do not and will not conflict with or violate, result in a breach of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination cancellation, amendment or acceleration of, or result in the creation of an Encumbrance (other than a Permitted Encumbrance) on any asset of an Acquired Company that is material to the Business taken as a whole or any Company Subsidiary under, the terms and provisions of (a) the Organizational Documents of the Company or any Company Subsidiary, (b) any Contract, (c) any Real Property Lease or (d) any Law applicable to the Business or by which any of the Acquired Companies or any of their respective properties are bound, or any Governmental Order issued by a Governmental Authority by which the Company is bound or obligated, except, in the case of clauses (b), (c) and (d) of this Section 4.5, as would not, individually or in the aggregate, have a Material Adverse Effect.

No Violation; Third Party Consents. Assuming that all consents, waivers, approvals, orders and authorizations described set forth in Section 4.6 and those set forth on of the Disclosure Schedule 4.6 have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authority described Authorities set forth in Section 4.6 4.7 of the Disclosure Schedule have been made, and except as set forth on Schedule 4.5, the execution and delivery by the Company, as applicable, Seller and the Company of this Agreement and the Transaction Agreements to which the Company is a partyAgreement, the performance by the Seller and the Company of its obligations hereunder and thereunderhereunder, and the consummation by the Seller and the Company of the Transactiontransactions contemplated hereby, do not and will not conflict with or violate, result violate in a breach ofany material respect, constitute a material default (or event which with or without the giving of notice or lapse of time, or both, would become a material default) under, or give rise to any right of termination cancellationtermination, amendment amendment, modification, acceleration or acceleration ofcancellation of any material obligation or loss of any material benefit under, or result in the creation of an any Encumbrance (other than a Permitted Encumbrance) Encumbrance on any asset of an Acquired the assets or properties of the Company that is material pursuant to, or require the Seller or the Company to the Business taken obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a whole result or any Company Subsidiary under, under the terms and provisions of (a) the Organizational Documents Articles of the Company Incorporation or any Company SubsidiaryBylaws, (b) any ContractBusiness Contract to which the Seller or the Company is a party or is bound, or by which any of the assets or properties of the Company are bound, or (c) any Real Property Lease or (d) any Law applicable to the Business Seller or by which the Company or any of the Acquired Companies assets or any properties of their respective properties are boundthe Company, or any Governmental Order issued by a Governmental Authority Entity by which the Seller or the Company is or any of the assets or properties of the Seller or the Company are in any way bound or obligated, except, in the case of clauses (b), (c) and (d) of this Section 4.5, as would not, individually or in the aggregate, have a Material Adverse Effect.