Common use of Non-contravention; Required Consents Clause in Contracts

Non-contravention; Required Consents. Except as set forth in Section 3.4 of the Questica Holders’ Disclosure Schedule, the execution, delivery and performance of this Agreement and each Ancillary Agreement, and the consummation of the Transaction, does not and will not, directly or indirectly: (a) violate or conflict with any (i) Law or Order applicable to any Company Party, or (ii) provision of the Organizational Documents of any Company Party; (b) conflict with, result in a breach of, constitute a default under (with or without notice, lapse of time or both), result in the acceleration of, create in any party the right to accelerate, terminate, modify, not renew or cancel, or require any notice or payment under any Contract, Consent or Permit to which any Company Party is a party or by which any of their respective assets are bound or subject; (c) result in the creation or imposition of any Lien upon the Capital Stock or assets of any Company Party or any of the Questica Shares; or (d) require any notice to, filing with, or Permit or Consent of any Governmental Body or any other Person in order to consummate the Transaction. There is no Order, and no Proceeding is pending, or to the Knowledge of the Companies or the Questica Holders, threatened in writing, against any Company Party or the Business, or any of their respective assets, properties or rights, that (i) challenges or questions the validity of this Agreement or any Ancillary Agreement or any action taken or to be taken in connection with the Transaction, (ii) seeks to restrain or enjoin, or to obtain monetary damage in respect of, the consummation of the Transaction, or (iii) prohibits any Questica Holder or any Company Party from complying with its obligations under this Agreement or any Ancillary Agreement, as applicable, or otherwise consummating the Transaction.

Non-contravention; Required Consents. Except as set forth in Section 3.4 2.4 of the Questica Holders’ Company’s Disclosure Schedule, the execution, delivery and performance of this Agreement and each Ancillary Agreement, and the consummation of the TransactionTransaction and the Pre-Closing Reorganization, does not and will not, directly or indirectly: , (a) violate or conflict with any (i) Law or Order applicable to any Company Party, Party or (ii) provision of the Organizational Documents of any Company Party; ; (b) conflict with, result in a breach of, constitute a default under (with or without notice, lapse of time or both), result in the acceleration of, create in any party the right to accelerate, terminate, modify, not renew or cancel, or require any notice or payment under any ContractContract (excluding Commercial Software), Consent or Permit to which any Company Party is a party or by which any of their respective assets are bound or subject; ; (c) result in the creation or imposition of any Lien upon the Capital Stock of any Company Party or upon any assets of any Company Party (other than Permitted Liens); or any of the Questica Shares; or (d) require any notice to, filing with, or Permit or Consent of any Governmental Body or any other Person in order to consummate the Transaction, in each case, except as would not be material. There is no Order, and no Proceeding is pending, or to the Knowledge of the Companies or the Questica HoldersCompany, threatened in writing, against any Company Party or the Business, or any of their respective assets, properties or rights, that (ix) challenges or questions the validity of this Agreement or any Ancillary Agreement or any action taken or to be taken in connection with the Transaction, (iiy) seeks to restrain or enjoin, or to obtain monetary damage in respect of, the consummation of the Transaction, or (iiiz) prohibits any Questica Holder or any Company Party from complying with its obligations under this Agreement or any Ancillary Agreement, as applicable, or otherwise consummating the Transaction.

Non-contravention; Required Consents. Except as set forth in Section 3.4 2.4 of the Questica Holders’ Company’s Disclosure Schedule, the execution, delivery and performance of this Agreement and each Ancillary Agreement, and the consummation of the Transaction, does not and will not, directly or indirectly: , (a) violate or conflict with any (i) Law or Order applicable to any Company Party, or any eCivis Holder, or (ii) provision of the Organizational Documents of any Company Party; ; (b) conflict with, result in a breach of, constitute a default under (with or without notice, lapse of time or both), result in the acceleration of, create in any party the right to accelerate, terminate, modify, not renew or cancel, or require any notice or payment under any Contract, Consent or Permit to which any Company Party is a party or by which any of their respective assets are bound or subject; ; (c) result in the creation or imposition of any Lien upon the Capital Stock or assets of any Company Party or any of the Questica eCivis Shares; or or (d) require any notice to, filing with, or Permit or Consent of any Governmental Body or any other Person in order to consummate the Transaction. There is no Order, and no Proceeding is pending, or to the Knowledge of the Companies or the Questica HoldersCompany, threatened in writing, against any eCivis Holder, any Company Party or the Business, or any of their respective assets, properties or rights, that (ix) challenges or questions the validity of this Agreement or any Ancillary Agreement or any action taken or to be taken in connection with the Transaction, (iiy) seeks to restrain or enjoin, or to obtain monetary damage in respect of, the consummation of the Transaction, or (iiiz) prohibits any Questica eCivis Holder or any Company Party from complying with its obligations under this Agreement or any Ancillary Agreement, as applicable, Agreement or otherwise consummating the Transaction.

Non-contravention; Required Consents. Except as set forth in Section 3.4 2.4 of the Questica Holders’ Company’s Disclosure Schedule, the execution, delivery and performance of this Agreement and each Ancillary Agreement, and the consummation of the Transaction, does not and will not, directly or indirectly: , (a) violate or conflict with any (i) Law or Order applicable to the Company, or any Company PartySherpa Holder, or (ii) provision of the Organizational Documents of any Company Party; the Company; (b) conflict with, result in a breach of, constitute a default under (with or without notice, lapse of time or both), result in the acceleration of, create in any party the right to accelerate, terminate, modify, not renew or cancel, or require any notice or payment under any Contract, Consent or Permit to which any the Company Party is a party or by which any of their respective assets are bound or subject; ; (c) result in the creation or imposition of any Lien upon the Capital Stock or assets of any the Company Party or any of the Questica SharesSherpa Units; or or (d) require any notice to, filing with, or Permit or Consent of any Governmental Body or any other Person in order to consummate the Transaction. There is no Order, and no Proceeding is pending, or to the Knowledge of the Companies or the Questica HoldersCompany, threatened in writing, against any Sherpa Holder, the Company Party or the Business, or any of their respective assets, properties or rights, that (ix) challenges or questions the validity of this Agreement or any Ancillary Agreement or any action taken or to be taken in connection with the Transaction, (iiy) seeks to restrain or enjoin, or to obtain monetary damage in respect of, the consummation of the Transaction, or (iiiz) prohibits any Questica Sherpa Holder or any the Company Party from complying with its obligations under this Agreement or any Ancillary Agreement, as applicable, Agreement or otherwise consummating the Transaction.

Non-contravention; Required Consents. Except as set forth in Section 3.4 2.4 of the Questica Holders’ Company’s Disclosure Schedule, the execution, delivery and performance of this Agreement and each Ancillary Agreement, and the consummation of the Transaction, does not and will not, directly or indirectly: , (a) violate or conflict with any (i) Law or Order applicable to any Company Party, or any OC Holder (except where such violation or conflict would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), or (ii) provision of the Organizational Documents of any Company Party; ; (b) conflict with, result in a breach ofof (except where such breach would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), constitute a default under (with or without notice, lapse of time or both), result in the acceleration of, create in any party the right to accelerate, terminate, modify, not renew or cancel, or require any notice or payment under any Contract, Consent or Permit to which any Company Party is a party or by which any of their respective assets are bound or subject; ; (c) result in the creation or imposition of any Lien upon the Capital Stock or assets of any Company Party or any of the Questica OC Shares; or or (d) require any notice to, filing with, or Permit or Consent of any Governmental Body or any other Person in order to consummate the Transaction. There is no Order, and no Proceeding is pending, or to the Knowledge of the Companies or the Questica HoldersCompany, threatened in writing, against any OC Holder, any Company Party or the Business, or any of their respective assets, properties or rights, that (ix) challenges or questions the validity of this Agreement or any Ancillary Agreement or any action taken or to be taken in connection with the Transaction, (iiy) seeks to restrain or enjoin, or to obtain monetary damage in respect of, the consummation of the Transaction, or (iiiz) prohibits any Questica OC Holder or any Company Party from complying with its obligations under this Agreement or any Ancillary Agreement, as applicable, Agreement or otherwise consummating the Transaction.