Common use of Non-Contravention/No Consents Clause in Contracts

Non-Contravention/No Consents. The execution and delivery of this Agreement by Xx. Xxxxxx and the performance by him of his obligations hereunder and the consummation of the transactions contemplated hereby will not: (i) assuming the accuracy of the representations and warranties set forth in Section 2.2(f), require any consent, approval, order or authorization of or other action by any Governmental Entity, or any registration, qualification, declaration or filing (other than any filings required to be made with the U.S. Securities and Exchange Commission (the “SEC”) under the Exchange Act), except where the failure of Xx. Xxxxxx to obtain such consents, approvals, orders or authorizations would not, either individually or in the aggregate, have a material adverse effect on Xx. Xxxxxx’x ability to consummate the transactions contemplated hereby; or (ii) result (with or without notice, lapse of time or otherwise) in a breach of the terms or conditions of, a default under, a conflict with or the acceleration of (or the creation in any Person of any right to cause the acceleration of) any performance of any obligation or any increase in any payment required by, or the termination, suspension, modification, impairment or forfeiture (or the creation in any Person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights or privileges of Xx. Xxxxxx (any such breach, default, conflict, acceleration, increase, termination, suspension, modification, impairment or forfeiture, a “Violation”) under (x) any agreement, contract or arrangement, written or oral, or any judgment, writ, order or decree to which Xx. Xxxxxx is a party or by or to which Xx. Xxxxxx, his properties, assets or any of the shares of Series A Common Stock to be exchanged at the applicable Closing may be subject, bound or affected or (y) assuming the accuracy of the representations and warranties set forth in Section 2.2(f), any applicable Law, other than, in the case of clauses (x) and (y), any such Violations as would not, either individually or in the aggregate, have a material adverse effect on Xx. Xxxxxx’x ability to consummate the transactions contemplated hereby.

Non-Contravention/No Consents. The execution and delivery of this Agreement by Xx. such Xxxxxx Party and the performance by him it of his its obligations hereunder and the consummation of the transactions contemplated hereby will not: (i) assuming with respect to such Xxxxxx Party if it is a Trust, conflict with or violate the accuracy trust organizational documents of the representations and warranties set forth in Section 2.2(f), such Trust; (ii) require any consent, approval, order or authorization of or other action by any Governmental Entity, or any registration, qualification, declaration or filing (other than any filings required to be made with the U.S. Securities and Exchange Commission (the “SEC”) under the Exchange Act), except where the failure of Xx. such Xxxxxx Party to obtain such consents, approvalsapproval, orders or authorizations would not, either individually or in the aggregate, have a material adverse effect on Xx. Xxxxxx’x such Xxxxxx Party’s ability to consummate the transactions contemplated hereby; or (iiiii) result (with or without notice, lapse of time or otherwise) in a breach of the terms or conditions of, a default under, a conflict with or the acceleration of (or the creation in any Person of any right to cause the acceleration of) any performance of any obligation or any increase in any payment required by, or the termination, suspension, modification, impairment or forfeiture (or the creation in any Person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights or privileges of Xx. such Xxxxxx Party (any such breach, default, conflict, acceleration, increase, termination, suspension, modification, impairment or forfeiture, a “Violation”) under (x) any agreement, contract or arrangement, written or oral, or any judgment, writ, order or decree to which Xx. such Xxxxxx Party is a party or by or to which Xx. Xxxxxxsuch Xxxxxx Party, his its properties, assets or any of the shares of Series A Common Stock its Subject Shares to be exchanged at the applicable Closing may be subject, bound or affected or affected, (y) assuming the accuracy of the representations and warranties set forth in Section 2.2(f)with respect to such Xxxxxx Party if it is a Trust, its trust organizational documents or (z) any applicable Law, other than, in the case of clauses (x) and (yz), any such Violations as would not, either individually or in the aggregate, have a material adverse effect on Xx. Xxxxxx’x such Xxxxxx Party’s ability to consummate the transactions contemplated hereby.