NONCONTRAVENTION; REQUIRED CONSENTS. (a) Except as described in Schedule 2.8 hereto, the execution and delivery of this Agreement and the Related Agreements by Purchaser, the consummation by Purchaser of the Merger and compliance by Purchaser with the provisions of this Agreement and the Related Agreements will not conflict with, or result in any violation of, or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, (i) the Articles of Incorporation or By-Laws of Purchaser or the comparable charter or organizational documents or limited liability or partnership or similar agreement (as the case may be) of any such subsidiary, (ii) any material loan or credit agreement, note, bond, mortgage, indenture, reciprocal easement agreement, lease or other agreement, instrument, permit, concession, franchise or license of Purchaser or any of its subsidiaries or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Purchaser or any of its subsidiaries or their respective properties or assets, other than, in the case of clause (ii) or (iii), any such conflicts, violations, defaults, rights or liens that individually or in the aggregate would not (x) constitute a Purchaser Material Adverse Effect or (y) prevent the consummation of the Merger.
NONCONTRAVENTION; REQUIRED CONSENTS. The execution, delivery and performance by FIC and Seller of the Documents do not and will not violate, conflict with or result in the breach or default of any provision of FIC's or the Seller's Articles of Incorporation or Bylaws. The execution, delivery and performance by FIC and Seller of the Documents do not and will not (a) conflict with or violate any law or Governmental Order applicable to FIC or Seller or any of their respective properties or assets, except in each case for any conflicts or violations which would not reasonably be expected to have a material adverse effect on the business of the Companies, (b) require any consent, approval, authorization or other order of, action by, registration or filing with or declaration or notification to any Governmental Authority or any other party, except where such failure to obtain such consent or make such filing would not reasonably be expected to have a material adverse effect on the business of the Companies, or (c) conflict with, result in any violation or breach of, constitute a default (or event which with the giving of notice, or lapse of time or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of FIC's, Seller's, or the Companies' respective assets, or result in the imposition or acceleration of any payment, time of payment, vesting or increase in the amount of compensation or benefit payable, pursuant to, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license or permit, or franchise to which FIC, Seller, or a Company is a party or by which their respective assets are bound, except in each case for any conflicts, violations, defaults, acceleration or termination which would not reasonably be expected to have a material adverse effect on the business of the Companies.
NONCONTRAVENTION; REQUIRED CONSENTS. Neither the execution and delivery by the Seller of this Agreement, nor the consummation by the Seller of the transactions contemplated hereby (including, without limitation, the assignment by the Seller of various assets related to the Business to one or more of the Acquired Companies prior to the Closing), will, with or without notice or passage of time or both:
NONCONTRAVENTION; REQUIRED CONSENTS. Except as disclosed on Section 3.6 of the SELLER Disclosure Schedule, and except for those which individually and in the aggregate would not have a Material Adverse Effect, neither the execution and delivery of this Agreement by the SELLER, nor the consummation of the transactions contemplated hereby, will (a) conflict with or violate any provision of the organizational documents of any of the TARGETS, (b) require on the part of any of the TARGETS any filing with, or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or Governmental Authority (as defined in Article VIII), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which any of the TARGETS or SELLER is a party or by which any of the TARGETS is bound or to which any of its assets is subject, (d) result in the imposition of any Security Interest upon any assets of any of the TARGETS or SELLER, or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any of the TARGETS or SELLER or any of their or his properties or assets.
NONCONTRAVENTION; REQUIRED CONSENTS. Except as disclosed in Section 4.4 of BUYER's Disclosure Schedule, neither the execution and delivery of this Agreement, nor any agreements contemplated hereunder, nor the consummation by HSOA or BUYER of the transactions contemplated hereby will (a) conflict with or violate any provision of the certificate of incorporation or Bylaws of HSOA or BUYER, (b) require on the part of HSOA or BUYER any filing with, or permit, authorization, consent or approval of, any Governmental Authority, other than any filing, permit, authorization, consent or approval which if not obtained or made would not have a Material Adverse Effect on the assets, business, financial condition, results of operations or future prospects of HSOA or BUYER or on the ability of the Parties to consummate the transactions contemplated by this Agreement, (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any Material contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which HSOA or BUYER is a party or by which either is bound or to which any of their assets are subject, other than any conflict, breach, default, acceleration, termination, modification or cancellation which individually or in the aggregate would not have a Material Adverse Effect on the assets, business, financial condition, results of operations or future prospects of HSOA or BUYER or on the ability of the Parties to consummate the transactions contemplated by this Agreement, (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to HSOA or any of their properties or assets, or (e) require the consent or approval of any third party, or the shareholders or Boards of Directors of HSOA, BUYER, MERGERSUB1 or MERGERSUB2 other than those consents and approvals obtained by HSOA and BUYER, and provided to SELLER at Closing.
