Common use of Non-Contravention; Approvals and Consents Clause in Contracts

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent and Sub does not, and the performance by each of Parent and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates of incorporation or bylaws (or other comparable charter documents) of Parent or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section 4.3, (x) any Laws or Orders of any Governmental or Regulatory Authority applicable to Parent or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contracts to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries taken as a whole or the ability of Parent and Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent Corel and Sub does do not, and the performance by each of Parent Corel and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Parent Corel or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Parent Corel or any of its Subsidiaries, or (ii) subject to the obtaining of the Corel Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section 4.3Section, (x) any Laws laws or Orders orders of any Governmental or Regulatory Authority applicable to Parent Corel or any of its Subsidiaries or any of their respective assets or properties, properties or (y) any Contracts to which Parent Corel or any of its Subsidiaries is a party or by which Parent Corel or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would could not be reasonably be expected to have a Material Adverse Effect material adverse effect on Parent Corel and its Subsidiaries taken as a whole or on the ability of Parent Corel and Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent and Sub does do not, and the performance by each of Parent and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or code of regulations or bylaws (or other comparable charter documents) of Parent or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section 4.35.03, (x) any Laws or Orders of any Governmental or Regulatory Authority applicable to Parent or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contracts to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on Parent and its Subsidiaries taken as a whole or the ability of Parent and Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent and Sub does do not, and the performance by each of Parent and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Parent or any of its Significant Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Parent or any of its Significant Subsidiaries, or (ii) except as disclosed in Section 4.04 of the Parent Disclosure Letter, (x) subject to the obtaining of the Parent Stockholders' Approval and taking of the actions described in paragraph (b) of this Section 4.3, (x) any Laws laws or Orders orders of any Governmental or Regulatory Authority applicable to Parent or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contracts to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would are not reasonably be expected to have a Material Adverse Effect material adverse effect on Parent and its Subsidiaries taken as a whole or on the ability of Parent and Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance by each of Parent and Merger Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Parent or any of its Material Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates memorandum or articles of incorporation association or bylaws (or other comparable charter documents) of Parent or any of its Subsidiaries, Material Subsidiaries or (ii) subject to the obtaining of the Parent Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section 4.3Section, (x) any Laws or Orders of any Governmental or Regulatory Authority applicable to Parent or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contracts to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would could not reasonably be expected to have a Parent Material Adverse Effect on Parent and its Subsidiaries taken as a whole or prevent, materially impair or materially delay the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent and Sub does Buyer do not, and the performance by each of Parent and Sub Buyer of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien Encumbrance upon any of the assets or properties of Parent Buyer or any of its Subsidiaries under, under any of the terms, conditions or provisions of (i) the certificates Organizational Documents of incorporation or bylaws (or other comparable charter documents) of Parent Buyer or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section 4.3, (x) any Laws laws or Orders orders of any Governmental or Regulatory Authority applicable to Parent Buyer or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contracts to which Parent Buyer or any of its Subsidiaries is a party or by which Parent Buyer or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens whichEncumbrances that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent and prevent, delay or impair Buyer’s ability to perform its Subsidiaries taken as a whole obligations hereunder or the ability of Parent and Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent and Sub does do not, and the performance by each of Parent and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or code of regulations or bylaws (or other comparable charter documents) of Parent or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section 4.34.03, (x) any Laws or Orders of any Governmental or Regulatory Authority applicable to Parent or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contracts to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on Parent and its Subsidiaries taken as a whole or the ability of Parent and Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent and Sub does not, and the performance by each of Parent and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates of incorporation or bylaws (or other comparable charter documents) of Parent or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section 4.3, (x) any Laws or Orders of any Governmental or Regulatory Authority applicable to Parent or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contracts to which Parent or any of its Subsidiaries is a party or by Table of Contents which Parent or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries taken as a whole or the ability of Parent and Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent and Sub does the Purchaser do not, and the performance by each of Parent and Sub the Purchaser of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Parent the Purchaser or any of its Significant Subsidiaries under, under any of the terms, conditions or provisions of (i) the certificates Articles of incorporation Incorporation or bylaws Code of Regulations (or other comparable charter documentsdocument) of Parent the Purchaser or any of its Significant Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section 4.3Section, (x) any Laws or Orders Orders, of any Governmental Body or Regulatory Authority self-regulatory organization which is charged with regulating or supervising any business conducted by the Purchaser or any Significant Subsidiary of the Purchaser, applicable to Parent the Purchaser or any of its Significant Subsidiaries or any of their respective assets or properties, or (y) any Contracts Contract to which Parent the Purchaser or any of its Significant Subsidiaries is a party or by which Parent the Purchaser or any of its Significant Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would could not reasonably be expected to have a Purchaser Material Adverse Effect on Parent and its Subsidiaries taken as a whole or the ability of Parent and Sub to consummate the transactions contemplated by this AgreementEffect.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent and Sub does Melita do not, and the performance by each of Parent and Sub Melita of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Parent Melita or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates Articles of incorporation Incorporation or bylaws By-laws (or other comparable charter documentsdocument) of Parent Melita or any of its Subsidiaries, or (ii) subject to the obtaining of the Melita Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section 4.3Section, (x) any Laws or Orders of any Governmental Body or Regulatory Authority self-regulatory organization which is charged with regulating or supervising any business conducted by Melita or any Subsidiary of Melita applicable to Parent Melita or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contracts Contract to which Parent Melita or any of its Subsidiaries is a party or by which Parent Melita or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would could not reasonably be expected to have a Melita Material Adverse Effect on Parent and its Subsidiaries taken as a whole or the ability of Parent and Sub to consummate the transactions contemplated by this AgreementEffect.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent Corel and Sub does do not, and the performance by each of Parent Corel and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Parent Corel or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation amalgamation or bylaws (or other comparable charter documents) of Parent Corel or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section 4.3Section, (x) any Laws laws or Orders orders of any Governmental or Regulatory Authority applicable to Parent Corel or any of its Subsidiaries or any of their respective assets or properties, properties or (y) any Contracts to which Parent Corel or any of its Subsidiaries is a party or by which Parent Corel or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursementreimbursement obligations, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would could not be reasonably be expected to have a Material Adverse Effect material adverse effect on Parent Corel and its Subsidiaries taken as a whole or on the ability of Parent Corel and Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent Parent, the Partnership and Merger Sub does (and, with respect to Section 2.01 only, UKSub 1 and UKSub 2) do not, and the performance by each of Parent Parent, the Partnership and Merger Sub (and, with respect to Section 2.01 only, UKSub 1 and UKSub 2) of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Parent or any of its Subsidiaries or any of the Parent Joint Ventures under, any of the terms, conditions or provisions of (i) the certificates memorandum or articles of incorporation association or bylaws (or other comparable charter documents) of Parent or any of its SubsidiariesSubsidiaries or any of the Parent Joint Ventures, or (ii) the Partnership Agreement; or (iii) subject to the obtaining of the Parent Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section 4.3Section, (x) any Laws laws or Orders orders of any Governmental or Regulatory Authority applicable to Parent or any of its Subsidiaries or any of the Parent Joint Ventures or any of their respective assets or properties, or (y) any Contracts to which Parent or any of its Subsidiaries or any of the Parent Joint Ventures is a party or by which Parent or any of its Subsidiaries or any of the Parent Joint Ventures or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on Parent and its Subsidiaries taken as a whole or on the ability of Parent Parent, the Partnership and Merger Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery by the Purchaser of this Agreement by each of Parent do not and, upon execution and Sub does delivery thereof in accordance with this Agreement, the Transaction Documents to which the Purchaser is a party will not, and the performance by each of Parent and Sub the Purchaser of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien Encumbrance upon any of the assets or properties of Parent the Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Parent the Purchaser or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section 4.3, (x) any Laws statute, law, rule, regulation or Orders ordinance (together, "Laws"), or any judgment, decree, order, writ, permit or license (together, "Orders"), of any Governmental or Regulatory Authority applicable to Parent the Purchaser or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contracts to which Parent the Purchaser or any of its Subsidiaries is a party or by which Parent the Purchaser or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) the approval of Purchaser's lenders under its credit facility and any conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens Encumbrances which, individually or in the aggregate, would could not be reasonably be expected to have a Purchaser Material Adverse Effect or on Parent and its Subsidiaries taken as a whole or the ability of Parent and Sub the Purchaser to consummate the transactions contemplated by this AgreementAgreement and the Transaction Documents.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent Lynx and Sub does do not, and the performance by each of Parent Lynx and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Parent Lynx or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Parent Lynx or any of its Subsidiaries, or (ii) subject to the obtaining of the Lynx Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section 4.3Section, (x) any Laws laws or Orders orders of any Governmental or Regulatory Authority applicable to Parent Lynx or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contracts to which Parent Lynx or any of its Subsidiaries is a party or by which Parent Lynx or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would could not be reasonably be expected to have a Material Adverse Effect material adverse effect on Parent Lynx and its Subsidiaries taken as a whole or on the ability of Parent Lynx and Sub to consummate the transactions contemplated by this Agreement.. (b) Except (i) for the filing of a premerger notification report by Lynx under the HSR Act, (ii) for the filing of the Registration Statement with the SEC pursuant to the Exchange Act and the Securities Act, the declaration of the effectiveness of the Registration Statement by the SEC and filings with various state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of the Articles of Merger and other appropriate merger documents required by the MBCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, (iv) as may be required under applicable requirements of the Competition Act (Canada) and the Investment Canada Act, (v) as may be required by the by-laws, rules, regulations or policies of The Toronto Stock Exchange in respect of the Lynx Common Stock to be issued in the Merger and upon the exercise of the Grizzly Options to be assumed by Lynx by reason of the Merger and the listing of such Lynx Common Stock on such stock exchanges, (vi) such filings as are required to be made and exemption rulings or orders as are required to be obtained under the Ontario Business Corporations Act or Business Corporations Act, c.B-9.1, Statutes of New Brunswick, 1981, or under Canadian securities laws, and (vii) as disclosed in Section 4.04 of the Lynx Disclosure Letter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any law or order of any Governmental or Regulatory Authority or any Contract to which Lynx or any of its Subsidiaries is a party or by which Lynx or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by each of Lynx and Sub, the performance by each of Lynx and Sub of its obligations hereunder or the consummation by Lynx of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on Lynx and its Subsidiaries taken as a whole or on the ability of Lynx and Sub to consummate the transactions contemplated by this Agreement. 4.05

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent and Sub does do not, and the performance by each of Parent and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates certificate of limited partnership or partnership agreement of the Parent, the articles of incorporation or bylaws (regulations of Sub or any other comparable charter documents) constituent or organizational documents of Parent or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section 4.3Section, (x) any Laws laws or Orders orders of any Governmental or Regulatory Authority applicable to Parent or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contracts to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would not be reasonably be expected to have a Material Adverse Effect material adverse effect on the Parent and its Subsidiaries Sub, taken as a whole whole, or the ability of Parent and Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent and Sub does C1 do not, and the performance by each of Parent and Sub C1 of its obligations hereunder and the consummation of the transactions contemplated hereby will not, (i) conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellationcancelation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Parent or any of its Subsidiaries C1 Entity under, any of the terms, conditions or provisions of (ix) the certificates Charter Documents of incorporation or bylaws (or other comparable charter documents) of Parent or any of its SubsidiariesC1 Entity, or (iiy) subject to the obtaining of requisite approval of the shareholders of C1 for the C1 Delaware Reorganization and the C1 Stockholders' Approval and the taking of the actions described in paragraph (b) of this Section 4.3and the obtaining of the consents and approvals, the making of the filings and the giving of the notices described in Section 4.1.4 of the C1 Disclosure Letter, (x1) any Laws laws or Orders orders of any Governmental or Regulatory Authority applicable to Parent any C1 Entity or any of its Subsidiaries or any of their respective assets or properties, or (y2) any Contracts to which Parent or any of its Subsidiaries C1 Entity is a party or by which Parent any C1 Entity or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x1) and (y2) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellationscancelations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would could not be reasonably be expected to have a Material Adverse Effect material adverse effect on Parent and its Subsidiaries the C1/C2 Entities taken as a whole or on the ability of Parent and Sub C1 to consummate the transactions contemplated by this AgreementAgreement or (ii) to the knowledge of C1, adversely affect the qualification of C1 as a REIT.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 4.04 of the Parent Disclosure Letter, the execution and delivery of this Agreement by each of Parent and Sub does do not, and the performance by each of Parent and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Parent or any of its Significant Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter organizational documents) of Parent or any of its Subsidiaries, or (ii) subject to obtaining the Parent Stockholders' Approval and the taking of the actions described in paragraph (b) of this Section 4.3Section, (x) any Laws laws or Orders orders of any Governmental or Regulatory Authority applicable to Parent or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contracts to which Parent or any of its Subsidiaries is a party or by which Parent or any of its 20 25 Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would could not be reasonably be expected to have a Material Adverse Effect material adverse effect on Parent and its Subsidiaries taken as a whole or on the ability of Parent and Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent Corel and Sub does do not, and the performance by each of Parent Corel and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give rise to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Parent Corel or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation amalgamation or bylaws (or other comparable charter documents) of Parent Corel or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section 4.3Section, (x) any Laws laws or Orders orders of any Governmental or Regulatory Authority applicable to Parent Corel or any of its Subsidiaries or any of their respective assets or properties, properties or (y) to the knowledge of Corel any Contracts to which Parent Corel or any of its Subsidiaries is a party or by which Parent Corel or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursementreimbursement obligations, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect material adverse effect on Parent Corel and its Subsidiaries taken as a whole or on the ability of Parent Corel and Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent and Sub does do not, and the performance by each of Parent and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien (other than Liens contemplated by the Commitment Letters) upon any of the assets or properties of Parent or any of its Parent's Subsidiaries under, any of the terms, conditions or provisions of (i) the certificate of formation of Parent or the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Parent or any of its Parent's Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section 4.3Section, (x) any Laws laws existing on the date hereof or Orders orders of any Governmental or Regulatory Authority applicable to Parent or any of its Parent's Subsidiaries or any of their respective assets or properties, or (y) any Contracts to which Parent or any of its Parent's Subsidiaries is a party or by which Parent or any of its Parent's Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would could not be reasonably be expected to have a Material Adverse Effect material adverse effect on Parent and its Subsidiaries taken as a whole or the ability of Parent and Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent and Sub does the Buyer do not, and the performance by each of Parent and Sub the Buyer of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien Encumbrance upon any of the assets or properties of Parent the Buyer or any of its Subsidiaries under, under any of the terms, conditions or provisions of (i) the certificates Organization Documents of incorporation or bylaws (or other comparable charter documents) of Parent the Buyer or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section 4.33.3(b), (x) any Laws laws or Orders orders of any Governmental or Regulatory Authority applicable to Parent the Buyer or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contracts to which Parent the Buyer or any of its Subsidiaries is a party or by which Parent the Buyer or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens Encumbrances which, individually or in the aggregate, do not have, and would not reasonably be expected to have have, a Material Adverse Effect material adverse effect on Parent and its Subsidiaries taken as a whole or the ability of Parent and Sub the Buyer to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent and Sub does do not, and the performance by each of Parent and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, permit the termination of any provision of, or result in or give to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration the termination of, loss the acceleration of a material benefit under the maturity of, or the acceleration of the performance of, or result in the creation or imposition of any Lien lien upon any of the assets or properties of the Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates of incorporation or bylaws (or other comparable charter documents) of the Parent or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section 4.3Section, (x) any Laws Law or Orders of any Governmental or Regulatory Authority Order applicable to Parent or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contracts Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from or (z) any employee benefit plan of Parent or any Subsidiaries; except, with respect to the foregoing clauses (x), (y) and (yz) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens whichthose that, individually or in the aggregate, would (I) could not reasonably be expected to have a Material Adverse Effect on Parent and its Subsidiaries taken as a whole or adversely affect the ability of Parent and Sub to consummate the transactions contemplated by this Agreement.hereby or (II) occur as a result of the regulatory status of the Company or its Subsidiaries, and except for the consent of the holders of a majority in principal amount outstanding of its 12% Senior Notes due 2006 issued pursuant to the Indenture dated as of March 5, 1996 described on Annex A.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 4.04 of the Parent Disclosure Letter, the execution and delivery of this Agreement by each of Parent and Sub does do not, and the performance by each of Parent and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Parent or any of its Significant Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter organizational documents) of Parent or any of its Subsidiaries, or (ii) subject to the obtaining of the Parent Stockholders' Approval and the taking of the actions described in paragraph (b) of this Section 4.3Section, (x) any Laws or Orders of any Governmental or Regulatory Authority applicable to Parent or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contracts to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would could not be reasonably be expected to have a Material Adverse Effect material adverse effect on Parent and its Subsidiaries taken as a whole or on the ability of Parent and Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent and Sub does the Purchaser do not, and the performance by each of Parent and Sub the Purchaser of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Parent the Purchaser or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates Certificate of incorporation Incorporation or bylaws By-laws (or other comparable charter documentsdocument) of Parent the Purchaser (assuming Purchaser Stockholder Approval) or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section 4.3Section, (x) any Laws or Orders Orders, of any Governmental Body or Regulatory Authority self-regulatory organization which is charged with regulating or supervising any business conducted by the Purchaser or any Subsidiary of the Purchaser, applicable to Parent the Purchaser or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contracts Contract to which Parent the Purchaser or any of its Subsidiaries is a party or by which Parent the Purchaser or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would could not reasonably be expected to have a Purchaser Material Adverse Effect on Parent and its Subsidiaries taken as a whole or the ability of Parent and Sub to consummate the transactions contemplated by this AgreementEffect.

Non-Contravention; Approvals and Consents. (a) 1. The execution and delivery of this Agreement by each of Parent and Sub does the Buyer do not, and the performance by each of Parent and Sub the Buyer of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien Encumbrance upon any of the assets or properties of Parent the Buyer or any of its Subsidiaries under, under any of the terms, conditions or provisions of (i) the certificates Organization Documents of incorporation or bylaws (or other comparable charter documents) of Parent the Buyer or any of its Subsidiaries, or (ii) subject to the taking of the actions described in paragraph (b) of this Section 4.33.3(b), (x) any Laws laws or Orders orders of any Governmental or Regulatory Authority applicable to Parent the Buyer or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contracts to which Parent the Buyer or any of its Subsidiaries is a party or by which Parent the Buyer or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens Encumbrances which, individually or in the aggregate, do not have, and would not reasonably be expected to have have, a Material Adverse Effect material adverse effect on Parent and its Subsidiaries taken as a whole or the ability of Parent and Sub the Buyer to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent and Sub does do not, and the performance by each of Parent and Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates or articles of incorporation or bylaws (or other comparable charter documents) of Parent or any of its 22 29 Subsidiaries, or (ii) subject to the obtaining of the Parent Stockholders' Approval and the taking of the actions described in paragraph (b) of this Section 4.3, (x) any Laws or Orders of any Governmental or Regulatory Authority applicable to Parent or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contracts to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would could not be reasonably be expected to have a Material Adverse Effect material adverse effect on Parent and its Subsidiaries taken as a whole or on the ability of Parent and Sub to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by each of Parent and Merger Sub does do not, and the performance by each of Parent and Merger Sub of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of Parent or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the certificates memorandum or articles of incorporation association or bylaws by-laws (or other comparable charter documents) of Parent or any of its Subsidiaries, Material Subsidiaries or (ii) subject to the obtaining of the Parent Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section 4.3Section, (x) any Laws laws or Orders orders of any Governmental or Regulatory Authority applicable to Parent or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contracts to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, would could not reasonably be expected to have a Parent Material Adverse Effect on Parent and its Subsidiaries taken as a whole or prevent, materially impair or materially delay the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement.