Common use of No Violations; Consents Clause in Contracts

No Violations; Consents. Except as set forth in Schedule 3.4, neither the execution, delivery or performance of this Agreement or the Escrow Agreement, nor the consummation of the Transaction will directly or indirectly (with or without notice or lapse of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the Governing Documents of either Seller, or (ii) any resolution adopted by the equity owners, the board of directors, the managers or any committee thereof of either Seller; (b) contravene, conflict with or result in a violation of, or give any Government Entity or other Person the right to challenge the Transaction or to exercise any remedy or obtain any relief under, any Law or any Order to which either Seller, or any of the assets owned or used by either Seller, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Government Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorizations that are held by either Seller; (d) result in a breach of, or result in a default under, any provision of any Contract that constitutes a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract, (iii) accelerate the maturity or performance of any obligation under any such Contract, or (iv) cancel, terminate or modify any term of any such Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any Transferred Asset, except to the extent arranged or facilitated by, through or on behalf of Buyer or any Affiliate thereof. Except as may be required by the Delaware General Corporation Law and except as set forth in Schedule 3.4, Sellers are not, have not and will not be required to make any filing with or give any notice to, or to obtain any Authorizations from, any Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Transaction. For purposes of this Agreement, Sellers will be deemed to be or to have been “required” to obtain an Authorization if the failure to obtain such Authorization could reasonably be expected to (i) result in the imposition of any Liability or obligation on, or the expansion of any Liability or obligation of, such Seller under applicable Laws or contractual obligations existing as of the date hereof, (ii) result in the termination, modification or limitation of any contractual right of Sellers, (iii) have a Material Adverse Effect on Sellers or (iv) prevent Sellers from performing its obligations under this Agreement or the Escrow Agreement.

No Violations; Consents. Except as set forth in Schedule 3.4, neither the execution, (a) The execution and delivery or performance of this Agreement or and the Escrow Agreementother Transaction Documents by the Seller do not, nor and the performance by the Seller of its obligations under this Agreement and the other Transaction Documents and the consummation of the Transaction transactions contemplated hereby will directly not: (i) conflict with or indirectly violate any provision of the Second Amended and Restated Articles of Incorporation or Second Amended and Restated Bylaws of the Seller or any organizational document of the Company, (ii) conflict with or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in creation of any Lien (other than a Permitted Lien) upon any properties or assets of the Seller, the Company or the Business, or give to any Person any right of termination, amendment, acceleration or cancellation (with or without notice or notice, lapse of time): (atime or both) contraveneof, conflict with any Contract to which the Seller, the Company or result in the Business is a violation of (i) party or by which any properties or assets of the provisions of Seller, the Governing Documents of either SellerCompany or the Business are bound, or (iiiii) any resolution adopted by the equity owners, the board of directors, the managers or any committee thereof of either Seller; (b) contravene, conflict with or result in a violation of, or give any Government Entity or other Person the right subject to challenge the Transaction or to exercise any remedy or obtain any relief under, any Law or any Order to which either Seller, or any receipt of the assets owned or used by either SellerRequired Governmental Approvals, is subject; (c) contravene, conflict with or result in a violation of any of the terms law or requirements ofany judgment, decree, order, regulation or give any Government Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorizations that are held by either Seller; (d) result in a breach of, or result in a default under, any provision rule of any Contract that constitutes a Material Contractcourt or other Governmental Authority applicable to the Seller, the Company or give any Person the right to (i) declare a default or exercise any remedy under any such ContractBusiness, except in the case of (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract, (iii) accelerate as would not be material to the maturity Company or performance the operation of any obligation under any such Contract, or (iv) cancel, terminate or modify any term of any such Contract; orthe Business. (eb) result in The execution and delivery of this Agreement and the imposition or creation of any Encumbrance upon or with respect to any Transferred Asset, except to the extent arranged or facilitated by, through or on behalf of Buyer or any Affiliate thereof. Except as may be required other Transaction Documents by the Delaware General Corporation Law and except as set forth in Schedule 3.4, Sellers are Seller does not, have not and will not be required to make any filing with or give any notice to, or to obtain any Authorizations from, any Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) Agreement and the other Transaction Documents by the Seller of its obligations hereunder and thereunder and the consummation of the Transaction. For purposes of this Agreementtransactions contemplated thereby will not, Sellers will be deemed to be require any consent, approval, authorization or to have been “required” to obtain an Authorization if permit of, or filing by the failure to obtain such Authorization could reasonably be expected to Seller or the Company with or notification by the Seller or the Company to, any Governmental Authority, except for (i) result in the imposition consent or approval of any Liability or obligation on, or the expansion of any Liability or obligation of, such Seller under applicable Laws or contractual obligations existing as Governmental Authority listed on Section 4.4(b) of the date hereofSeller Disclosure Schedule (collectively, the “Required Governmental Approvals”) and (ii) result notice filings that are not material to the Company or the Business. Section 4.4(a) of the Seller Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to any Contracts as are required thereunder in connection with the terminationStock Purchase, or for any such Contract to remain in full force and effect without limitation, modification or limitation alteration or the payment of any contractual right additional consideration after the Closing as a result of Sellers, (iii) have a Material Adverse Effect on Sellers or (iv) prevent Sellers from performing its obligations under this Agreement or the Escrow AgreementStock Purchase.

No Violations; Consents. Except as set forth in Schedule 3.4, neither the (i) The execution, delivery or and performance of this Agreement or the Escrow Agreementby Acquiror does not, nor and the consummation of the Transaction transactions contemplated by this Agreement will directly not, (A) assuming all required stockholder, member and governmental approvals have been obtained and the applicable waiting periods have expired, violate any law, rule or indirectly regulation or any judgment, decree, order, governmental permit or license to which Acquiror (or any of its properties) is subject, (B) violate the charter or bylaws of Acquiror or (C) constitute a breach or violation of, or a default under (or an event which, with or without due notice or lapse of time): (a) contravenetime or both, conflict with or result in would constitute a violation of (i) any of the provisions of the Governing Documents of either Seller, or (ii) any resolution adopted by the equity owners, the board of directors, the managers or any committee thereof of either Seller; (b) contravene, conflict with or result in a violation of, or give any Government Entity or other Person the right to challenge the Transaction or to exercise any remedy or obtain any relief default under, any Law or any Order to which either Seller, or any of the assets owned or used by either Seller, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Government Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorizations that are held by either Seller; (d) result in a breach of), or result in a default the termination of, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Acquiror under, any provision of the terms, conditions or provisions of any Contract that constitutes note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to which Acquiror is a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract, (iii) accelerate the maturity or performance of any obligation under any such Contract, or (iv) cancel, terminate or modify any term of any such Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any Transferred Asset, except to the extent arranged or facilitated by, through or on behalf of Buyer or any Affiliate thereof. Except as may be required by the Delaware General Corporation Law and except as set forth in Schedule 3.4, Sellers are not, have not and will not be required to make any filing with or give any notice toparty, or to obtain which any Authorizations fromof its properties or assets may be subject except, any Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Transaction. For purposes of this Agreement, Sellers will be deemed to be or to have been “required” to obtain an Authorization if the failure to obtain such Authorization could reasonably be expected to (i) result in the imposition case of (C), for any Liability such breaches, violations or obligation ondefaults that would not, individually or the expansion of any Liability or obligation of, such Seller under applicable Laws or contractual obligations existing as of the date hereof, (ii) result in the terminationaggregate, modification or limitation of any contractual right of Sellers, (iii) have a Material Adverse Effect on Sellers Acquiror considered as a whole. (ii) No consents or (iv) prevent Sellers from performing its obligations under approvals of, or filings or registrations with, any Governmental Entity or any third party are required to be made or obtained in connection with the execution and delivery by Acquiror of this Agreement or the Escrow consummation by Acquiror of the Merger and the other transactions contemplated by this Agreement, except for filings of applications and notices with, receipt of approvals or nonobjections from, and expiration of the related waiting period required by, federal and state banking authorities and the Department of Justice. As of the date hereof, Acquiror knows of no reason pertaining to Acquiror why any of the approvals referred to in this SECTION 3.3(D) should not be obtained without the imposition of any material condition or restriction described in SECTION 6.1(B).

No Violations; Consents. (a) The execution and delivery of this Agreement by Buyer and the execution and delivery of the other Transaction Documents to which Buyer is a party does not, and the performance and compliance with the terms and conditions hereof and thereof by Buyer and the consummation of the Transactions by Buyer will not (with or without notice or passage of time, or both) conflict with, result in any breach of, constitute a default under or an event creating rights of acceleration, termination or cancellation or loss of right under, result in a violation of, result in the creation of any Encumbrance under any assets of Buyer or, assuming that the consents, approvals, authorizations, notices, reports and other filings described in Section 4.03(b) have been made or obtained, as applicable, and any waiting periods thereunder have been terminated or expired, require any authorization, consent, approval, exemption or other action by or notice to any Governmental Entity or other third party, under: (i) the Governing Documents of Buyer; or (ii) any Law or Order applicable to Buyer or by which any property or asset of Buyer is bound or affected; except, in the case of clause (ii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect. (b) Except (i) for the applicable requirements of the HSR Act, (ii) for the federal securities Laws and any U.S. state securities or “blue sky” laws, (iii) for the rules and regulations of Nasdaq, and (iv) as set forth would not have a Buyer Material Adverse Effect, Buyer is not required to submit any notice, report or other filing with any Governmental Entity in Schedule 3.4, neither connection with the execution, delivery or performance by it of this Agreement or any other Transaction Documents to which it is a party (or is contemplated to be a party at the Escrow Agreement, nor First Closing) or the consummation of the Transaction will directly Transactions and no consent, approval or indirectly (with or without notice or lapse authorization of time): (a) contravene, conflict with or result in a violation of (i) any of the provisions of the Governing Documents of either Seller, or (ii) any resolution adopted by the equity owners, the board of directors, the managers Governmental Entity or any committee thereof of either Seller; (b) contravene, conflict with other party or result in a violation of, or give any Government Entity or other Person the right to challenge the Transaction or to exercise any remedy or obtain any relief under, any Law or any Order to which either Seller, or any of the assets owned or used by either Seller, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Government Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorizations that are held by either Seller; (d) result in a breach of, or result in a default under, any provision of any Contract that constitutes a Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract, (iii) accelerate the maturity or performance of any obligation under any such Contract, or (iv) cancel, terminate or modify any term of any such Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any Transferred Asset, except to the extent arranged or facilitated by, through or on behalf of Buyer or any Affiliate thereof. Except as may be required by the Delaware General Corporation Law and except as set forth in Schedule 3.4, Sellers are not, have not and will not be required to make any filing with or give any notice tobe obtained by Buyer, or to obtain any Authorizations from, any Person in connection with (x) the its execution, delivery or and performance of this Agreement, Agreement or any other Transaction Document to which it a party (yor is contemplated to be a party at the First Closing) or the consummation of the Transaction. For purposes of this Agreement, Sellers will be deemed to be or to have been “required” to obtain an Authorization if the failure to obtain such Authorization could reasonably be expected to (i) result in the imposition of any Liability or obligation on, or the expansion of any Liability or obligation of, such Seller under applicable Laws or contractual obligations existing as of the date hereof, (ii) result in the termination, modification or limitation of any contractual right of Sellers, (iii) have a Material Adverse Effect on Sellers or (iv) prevent Sellers from performing its obligations under this Agreement or the Escrow AgreementTransactions.

No Violations; Consents. Except as set forth in Schedule 3.4, neither the The execution, delivery or and performance of this Agreement or the Escrow Agreementby Acquiree Bank do not, nor and the consummation of the Transaction transactions contemplated by this Agreement will directly not, (i) assuming all required member and governmental approvals have been obtained and the applicable waiting periods have expired, violate any law, rule or indirectly regulation or any judgment, decree, order, governmental permit or license to which Acquiree Bank (or any of its properties) is subject, (ii) violate the charter or bylaws of Acquiree Bank or (iii) constitute a breach or violation of, or a default under (or an event which, with or without due notice or lapse of time): (a) contravenetime or both, conflict with or result in would constitute a violation of (i) any of the provisions of the Governing Documents of either Seller, or (ii) any resolution adopted by the equity owners, the board of directors, the managers or any committee thereof of either Seller; (b) contravene, conflict with or result in a violation of, or give any Government Entity or other Person the right to challenge the Transaction or to exercise any remedy or obtain any relief default under, any Law or any Order to which either Seller, or any of the assets owned or used by either Seller, is subject; (c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Government Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorizations that are held by either Seller; (d) result in a breach of), or result in a default underthe termination of, any provision of any Contract that constitutes a Material Contractaccelerate the performance required by, or give any Person the right to (i) declare a default or exercise any remedy under any such Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract, (iii) accelerate the maturity or performance of any obligation under any such Contract, or (iv) cancel, terminate or modify any term of any such Contract; or (e) result in the imposition or creation of any Encumbrance Lien upon any of the properties or with respect assets of Acquiree Bank under any of the terms, conditions or provisions of any note, bond, indenture, deed of trust, loan agreement or other agreement, instrument or obligation to any Transferred Asset, except to the extent arranged or facilitated by, through or on behalf of Buyer or any Affiliate thereof. Except as may be required by the Delaware General Corporation Law and except as set forth in Schedule 3.4, Sellers are not, have not and will not be required to make any filing with or give any notice towhich Acquiree Bank is a party, or to obtain which any Authorizations fromof its properties or assets may be subject, any Person in connection with (x) the executionexcept, delivery or performance of this Agreement, or (y) the consummation of the Transaction. For purposes of this Agreement, Sellers will be deemed to be or to have been “required” to obtain an Authorization if the failure to obtain such Authorization could reasonably be expected to (i) result in the imposition case of (iii), for any Liability such breaches, violations or obligation ondefaults that would not, individually or the expansion of any Liability or obligation of, such Seller under applicable Laws or contractual obligations existing as of the date hereof, (ii) result in the terminationaggregate, modification or limitation of any contractual right of Sellers, (iii) have a Material Adverse Effect on Sellers Acquiree Bank. No consents or (iv) prevent Sellers from performing its obligations under approvals of, or filings or registrations with, any Governmental Entity or any third party are required to be made or obtained in connection with the execution and delivery by Acquiree Bank of this Agreement or the Escrow consummation by Acquiree Bank of the merger and the other transactions contemplated by this Agreement, except for filings of applications and notices with, receipt of approvals or nonobjections from, and expiration of the related waiting period required by federal and state banking authorities and the Department of Justice. As of the date hereof, Acquiree Bank knows of no reason pertaining to Acquiree Bank why any of the approvals referred to in this SECTION 3.2(D) should not be obtained without the imposition of any material condition or restriction described in SECTION 6.1(B).

No Violations; Consents. Except as set forth in Schedule 3.4, neither the execution, (a) The execution and delivery or performance of this Agreement or and the Escrow Agreementother Transaction Documents by the Seller do not, nor and the performance by the Seller of its obligations under this Agreement and the other Transaction Documents and the consummation of the Transaction transactions contemplated hereby will directly not: (i) conflict with or indirectly violate any provision of the charter and other organizational or governing documents of the Seller or the Trust (including the constitution of Stateless Systems Pty Ltd and the trust deed of the Seller), (ii) subject to the consents, waivers and approvals of parties to any Contracts set forth on Section 5.4(a) of the Seller Disclosure Schedule, conflict with or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in creation of any Lien (other than a Permitted Lien) upon any properties or assets of the Seller or the Business, or give to any Person any right of termination, amendment, acceleration or cancellation (with or without notice or notice, lapse of time): (atime or both) contraveneof, conflict with any Contract to which the Seller or result in the Business is a violation of (i) party or by which any properties or assets of the provisions of Seller or the Governing Documents of either SellerBusiness are bound, or (iiiii) any resolution adopted by the equity owners, the board of directors, the managers or any committee thereof of either Seller; (b) contravene, conflict with or result in a violation of, or give any Government Entity or other Person the right subject to challenge the Transaction or to exercise any remedy or obtain any relief under, any Law or any Order to which either Seller, or any receipt of the assets owned or used by either SellerRequired Governmental Approvals, is subject; (c) contravene, conflict with or result in a violation of any of the terms law or requirements ofany judgment, decree, order, regulation or give any Government Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorizations that are held by either Seller; (d) result in a breach of, or result in a default under, any provision rule of any Contract that constitutes a Material Contractcourt or other Governmental Authority applicable to the Seller or the Business, or give any Person except in the right to (i) declare a default or exercise any remedy under any such Contract, case of (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract, (iii) accelerate the maturity or performance of any obligation under any such Contract, or (iv) cancel, terminate or modify any term of any such Contract; oras would not reasonably be expected to cause a Material Adverse Effect. (eb) result in The execution and delivery of this Agreement and the imposition or creation of any Encumbrance upon or with respect to any Transferred Asset, except to the extent arranged or facilitated by, through or on behalf of Buyer or any Affiliate thereof. Except as may be required other Transaction Documents by the Delaware General Corporation Law and except as set forth in Schedule 3.4, Sellers are Seller does not, have not and will not be required to make any filing with or give any notice to, or to obtain any Authorizations from, any Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) Agreement and the other Transaction Documents by the Seller of its obligations hereunder and thereunder and the consummation of the Transaction. For purposes of this Agreementtransactions contemplated thereby will not, Sellers will be deemed to be require any consent, approval, authorization or to have been “required” to obtain an Authorization if permit of, or filing by the failure to obtain such Authorization could reasonably be expected to Seller with or notification by the Seller to, any Governmental Authority, except for (i) result in the imposition consent or approval of any Liability or obligation on, or the expansion of any Liability or obligation of, such Seller under applicable Laws or contractual obligations existing as Governmental Authority listed on Section 5.4(b) of the date hereofSeller Disclosure Schedule (collectively, the “Required Governmental Approvals”) and (ii) result notice filings that are not material to the Seller or the Business. Section 5.4(a) of the Seller Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to any Contracts as are required thereunder in connection with the terminationAsset Purchase, or for any such Contract to remain in full force and effect without limitation, modification or limitation alteration or the payment of any contractual right additional consideration after the Closing as a result of Sellersthe Asset Purchase, (iii) have a Material Adverse Effect on Sellers or (iv) prevent Sellers from performing its obligations under this Agreement or except in each case as would not be material to the Escrow AgreementBusiness.

No Violations; Consents. Except as set forth in Schedule 3.4, neither the execution, (a) The execution and delivery or performance of this Agreement and the other Transaction Documents by each Purchaser Party does not, and the performance by such Purchaser Party of its obligations under this Agreement and the other Transaction Documents will not: (i) conflict with or the Escrow Agreement, nor the consummation violate any provision of the Transaction will directly governing documents of such Purchaser Party, (ii) conflict with or indirectly constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in creation of any Lien upon any properties or assets of such Purchaser Party, or give to any Person any right of termination, amendment, acceleration or cancellation (with or without notice or notice, lapse of time): (atime or both) contraveneof, conflict with any Contract to which such Purchaser Party is a party or result in a violation by which any properties or assets of (i) any of the provisions of the Governing Documents of either Sellersuch Purchaser Party is bound, or (iiiii) any resolution adopted by the equity owners, the board of directors, the managers or any committee thereof of either Seller; (b) contravene, conflict with or result in a violation of, or give any Government Entity or other Person the right to challenge the Transaction or to exercise any remedy or obtain any relief under, any Law or any Order to which either Seller, or any of the assets owned or used by either Seller, is subject; (c) contravene, conflict with or result in a violation of any of the terms law or requirements ofany judgment, decree, order, regulation or give any Government Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorizations that are held by either Seller; (d) result in a breach of, or result in a default under, any provision rule of any Contract that constitutes a Material Contractcourt or other Governmental Authority applicable to such Purchaser Party, or give any Person except in the right to (i) declare a default or exercise any remedy under any such Contract, case of (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Contract, (iii) accelerate the maturity or performance of any obligation under any such Contract, or (iv) cancel, terminate or modify any term of any such Contract; or (e) result in the imposition or creation of any Encumbrance upon or with respect to any Transferred Asset, except to the extent arranged or facilitated by, through or on behalf of Buyer or any Affiliate thereof. Except as may be required by the Delaware General Corporation Law and except as set forth in Schedule 3.4, Sellers are not, have would not and will not be required to make any filing with or give any notice to, or to obtain any Authorizations from, any Person in connection with (x) the execution, delivery or performance of this Agreement, or (y) the consummation of the Transaction. For purposes of this Agreement, Sellers will be deemed to be or to have been “required” to obtain an Authorization if the failure to obtain such Authorization could reasonably be expected to (i) result in cause a material adverse effect on the imposition assets, business, properties, operations, financial condition or results of any Liability operations of such Purchaser Party and its Subsidiaries, taken as a whole or obligation on, materially and adversely impact such Purchaser Party’s ability to consummate the Asset Purchase or the expansion of any Liability or obligation of, such Seller under applicable Laws or contractual obligations existing as of the date hereof, (ii) result in the termination, modification or limitation of any contractual right of Sellers, (iii) have a Material Adverse Effect on Sellers or (iv) prevent Sellers from performing timely perform its obligations under this Agreement and the other Transaction Documents or materially delay the Escrow Agreementconsummation of the Asset Purchase. (b) The execution and delivery of this Agreement and the other Transaction Documents by each Purchaser Party does not, and the performance of this Agreement and the other Transaction Documents by such Purchaser Party of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not, require any consent, approval, authorization or permit of, or filing by such Purchaser Party with or notification by the Purchaser Party to, any Person.