Common use of Non-Contravention; Third Party Consents Clause in Contracts

Non-Contravention; Third Party Consents. The execution, delivery and performance of this Agreement and the Collateral Agreements by Seller, and the consummation of the transactions contemplated hereby and thereby do not and will not: (a) conflict with or result in a breach or violation of any provision of any organizational documents of Seller, it being expressly understood that Seller is required to obtain the authorization of its Board of Directors to the transactions contemplated hereunder, which authorization shall be obtained prior to the Closing Date; (b) violate, or result in a breach of, or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of, any obligation under, or give rise to a right by any Third Party to terminate or amend its obligations under, any Purchased Contract, or result in the creation of any Encumbrance upon any of the Assets, which violation, breach, default or Encumbrance would have a Material Adverse Effect. For the avoidance of doubt, there are no Purchased Contracts which provide any customer thereto with the right to cancel or terminate their Purchased Contract in the event of (i) an assignment of the Purchased Contract to the Buyer, or (ii) the sale of substantially all of the Seller’s assets to the Buyer; (c) to Seller’s Knowledge, violate any applicable Law of any Governmental Body having jurisdiction over Seller or the Assets, which would have a Material Adverse Effect; or (d) require the consent, authorization, order or approval of, filing or registration with, or waiver of any right of first refusal or first offer from, any Governmental Body, Person or Third Party, that has not been obtained, except as would not individually or in the aggregate be materially adverse to Seller (any such consents, approvals, orders, authorizations, registrations, declarations and filings being referred to herein collectively as the “Third Party Consents”).

Non-Contravention; Third Party Consents. The execution, delivery and performance of this Agreement and the Collateral Transaction Agreements by SellerSellers, and the consummation of the transactions contemplated hereby and thereby do not and will not: (a) conflict with or result in a breach or violation of any provision of any organizational documents of Seller, it being expressly understood that Seller is required to obtain the authorization of its Board of Directors to the transactions contemplated hereunder, which authorization shall be obtained prior to the Closing DateSellers; (b) violate, or result in a breach of, or constitute an occurrence of default under any provision of, result in the acceleration or cancellation of, any obligation under, or give rise to a right by any Third Party to terminate or amend its obligations under, any Purchased Assumed Contract, or result in the creation of any Encumbrance upon any of the Acquired Assets, which violation, breach, default or Encumbrance would have a Material Adverse Effect. For the avoidance of doubt, there are no Purchased Assumed Contracts which provide any customer thereto with the right to cancel or terminate their Purchased Assumed Contract in the event of (i) an assignment of the Purchased Assumed Contract to the Buyer, or (ii) the sale of substantially all of the SellerCRA and CCI’s assets to the Buyer; (c) to Seller’s Knowledge, violate any applicable Law of any Governmental Body having jurisdiction over Seller Sellers or the Acquired Assets, which would have a Material Adverse Effect; or (d) require the consent, authorization, order or approval of, filing or registration with, or waiver of any right of first refusal or first offer from, any Governmental Body, Person or Third Party, that has not been obtained, except as would not individually or any consents identified in the aggregate Transaction Agreements which consents shall be materially adverse to Seller governed by their respective Transaction Agreements (any such consents, approvals, orders, authorizations, registrations, declarations and filings being referred to herein collectively as the “Third Party Consents”).