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

Non-Contravention; Approvals and Consents. (i) The execution and delivery of this Agreement by Xxxxxxxxxxxx.xxx does not, and the performance by Xxxxxxxxxxxx.xxx 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, or result in the creation or imposition of any lien, claim, mortgage, encumbrance, pledge, security interest, equity, or charge of any kind (any of the foregoing, a "Lien") upon any of the assets or properties of Xxxxxxxxxxxx.xxx under any of the terms, conditions, or provisions of (x) the Certificate of Incorporation of Xxxxxxxxxxxx.xxx, (y) any statute, law, rule, regulation, or ordinance (collectively, "Laws"), or any judgment, decree, order, writ, permit, or license (collectively, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official, or other instrumentality of the United States, any foreign country, or any domestic or foreign state, county, city, or other political subdivision (a "Governmental or Regulatory Authority"), applicable to Xxxxxxxxxxxx.xxx or any of its assets or properties, or (z) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease (capital or operating) or other instrument, obligation, or agreement of any kind (collectively, "Contracts") to which Xxxxxxxxxxxx.xxx is a party or by which Xxxxxxxxxxxx.xxx or any of its assets or properties is bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations, and impositions of Liens which, individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect on Xxxxxxxxxxxx.xxx or on its ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (i) The execution and delivery of this Agreement by Xxxxxxxxxxxx.xxx Parent and Merger-Sub does not, and the performance by Xxxxxxxxxxxx.xxx Parent and Merger-Sub of its their 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 in, or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any lien, claim, mortgage, encumbrance, pledge, security interest, equity, interest equity or charge change of any kind (any of the foregoing, a "Lien") upon on any of the assets or properties of Xxxxxxxxxxxx.xxx Parent or Merger-Sub under any of the terms, conditions, conditions or provisions of (x) the Certificate articles of Incorporation incorporation or by-laws of Xxxxxxxxxxxx.xxx, Parent or Merger-Sub; (y) any statute, law, rule, regulation, regulation or ordinance (collectively, "Laws"), or any judgmentjudgement, decree, order, writ, permit, permit or license (collectively, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official, official or other instrumentality of the United States, any foreign country, or any domestic or foreign state, countycountry, city, city or other political subdivision (a "Governmental or Regulatory Authority"), applicable to Xxxxxxxxxxxx.xxx Parent or Merger-Sub or any of its their respective assets or properties, ; or (z) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease (capital or operating) or other instrument, obligation, obligation or agreement of any kind (collectively, "Contracts") to which Xxxxxxxxxxxx.xxx either Parent or Merger-Sub is a party or by which Xxxxxxxxxxxx.xxx Parent or Merger-Sub or any of its assets or properties is are bound, excluding from the foregoing clauses (y) and (z) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations, creations and impositions of Liens whichLiens, which individually or in the aggregate, could not be reasonably expected to have a Material Adverse Effect (as defined in Section 3.02(a)) on Xxxxxxxxxxxx.xxx Parent or Merger-Sub or on its their ability to consummate the transactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (ia) The Except as disclosed in Section 3.5 of Endologix Disclosure Schedule, and except for the filing of the Agreement of Merger and other appropriate merger documents required by the DGCL 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, the execution and delivery of this Agreement by Xxxxxxxxxxxx.xxx Endologix does not, and the performance by Xxxxxxxxxxxx.xxx Endologix 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, or result in the creation or imposition of any lienpledges, claimclaims, mortgageliens, encumbrancecharges, pledgeencumbrances, and security interest, equity, or charge interests of any kind or nature whatsoever (any of the foregoingcollectively, a "LienLiens") upon any of the assets or properties of Xxxxxxxxxxxx.xxx under Endologix under, any of the terms, conditions, conditions or provisions of (xi) the Certificate of Incorporation or Bylaws of Xxxxxxxxxxxx.xxxEndologix, or (yii) (x) any statute, law, rule, regulation, regulation or ordinance (collectivelytogether, "Laws"), or any judgment, decree, order, writ, permit, permit or license (collectivelytogether, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official, official or other instrumentality of the United States, any foreign country, States or any domestic or foreign state, county, city, city or other political subdivision (a "Governmental or Regulatory Authority"), applicable to Xxxxxxxxxxxx.xxx Endologix or any of its assets or properties, or (zy) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease (capital or operating) or other instrument, obligation, obligation or agreement of any kind (collectivelytogether, "Contracts") to which Xxxxxxxxxxxx.xxx Endologix is a party or by which Xxxxxxxxxxxx.xxx Endologix or any of its assets or properties is bound, excluding from the foregoing clauses (yx) and (zy) conflicts, violations, breaches, defaults, payments, reimbursements, terminations, cancellations, modifications, accelerations and creations, creations and impositions of Liens which, individually or in the aggregate, could not reasonably be reasonably expected to have a Material Adverse Effect on Xxxxxxxxxxxx.xxx Endologix or on its the ability of Endologix to consummate the transactions contemplated by this Agreement.