Common use of Absence of Restrictions and Conflicts Clause in Contracts

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement, the Stockholder Ancillary Documents and the Company Ancillary Documents, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under, require the consent, notice or other action by any Person under, or create in any Person the right to terminate, modify or cancel, (a) any term or provision of the charter documents or organizational documents of the Company, (b) except as indicated on Schedule 4.12, any Company Contract or any other Contract, License or other instrument applicable to the Major Stockholder or the Company, (c) any judgment, decree or order of any court or Governmental Entity or agency to which the Company is a party or by which the Company or any of its properties are bound, or (d) any Law or arbitration award applicable to the Company. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or the Major Stockholder in connection with the execution, delivery or performance of this Agreement, the Stockholder Ancillary Documents or the Company Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except for the filing of the Certificate of Merger with the Secretary of State of Delaware.

Absence of Restrictions and Conflicts. The execution, delivery and performance by the Seller of this Agreement, Agreement and the Stockholder Seller Ancillary Documents and the Company Ancillary Documents, the consummation of the transactions contemplated hereby and thereby thereby: (a) will not create in any party the right to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement and the fulfillment of and compliance with the terms and conditions hereof and thereof (b) do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, ) violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under, require the consent, notice or other action by any Person under, under or create in any Person party the right to terminate, modify or cancel, (ai) any term or provision of the charter documents Governing Documents of the Seller or organizational documents of the Company, (bii) except as indicated on Schedule 4.12, any Company Contract (defined below) or any other Contractcontract, agreement, permit, franchise, License or other instrument applicable to the Major Stockholder or the Company, (ciii) any judgment, decree or order of any court or Governmental Entity or agency to which the Seller or the Company is a party or by which the Seller or the Company or any of its their respective properties are bound, or (div) any Law or arbitration award applicable to the Company, except in the cases of sub-clauses (ii), (iii) and (iv) of clause (b) where the violation, conflict, breach, default, loss of benefit, acceleration or failure to give notice will not have a Company Material Loss. No consent, approval, order order, non-action or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or the Major Stockholder in connection with the execution, delivery or performance of this Agreement, the Stockholder Ancillary Documents Agreement or the Company Seller Ancillary Documents Documents, or the consummation of the transactions contemplated hereby or thereby, except for the filing of the Certificate of Merger with the Secretary of State of Delaware.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement, the Stockholder Ancillary Documents Agreement and the Company Member Ancillary Documents, the consummation of the transactions contemplated hereby and thereby Transactions, and the fulfillment of and compliance with the terms and conditions hereof and thereof thereof, do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under, require the consent, notice or other action by any Person under, under or create in any Person the right to terminate, modify or cancel, (a) any term or provision of the charter documents or organizational documents Organizational Documents of the CompanyCompany or any Subsidiary, (b) except as indicated on Schedule 4.124.14, any Company Contract or any other Contract, Permit, franchise, License or other instrument applicable to the Major Stockholder Company, any of its Subsidiaries or the Companyany Member, (c) any judgment, decree or order Order of any court or Governmental Entity or agency to which the Company Company, any Subsidiary or any Member is a party or by which the Company Company, any Subsidiary or any Member or any of its their respective properties or assets are bound, or (d) any Law or arbitration award applicable to the Company, any Subsidiary or any Member. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company Company, any Subsidiary or the Major Stockholder any Member in connection with the execution, delivery or performance of this Agreement, the Stockholder Ancillary Documents Agreement or the Company Member Ancillary Documents Documents, or the consummation of the transactions contemplated hereby or therebyTransactions provided, except for the however, no warranty is made with respect to any Xxxx-Xxxxx-Xxxxxx filing, each party having made its own independent analysis and concluded no filing of the Certificate of Merger with the Secretary of State of Delawareis required.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement, the Stockholder Ancillary Documents Agreement and the Company Shareholder Ancillary Documents, the consummation of the transactions contemplated hereby and thereby thereby, and the fulfillment of and compliance with the terms and conditions hereof and thereof thereof, do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under, require the consent, notice or other action by any Person under, under or create in any Person party the right to terminate, modify or cancel, (a) any term or provision of the charter documents or organizational documents of the CompanyCompany or any Subsidiary, (b) except as indicated on Schedule 4.12, any Company Contract or any other Contractcontract, License agreement, permit, franchise, license or other instrument applicable to the Major Stockholder Company or the Companyany Subsidiaries, (c) any judgment, decree or order of any court or Governmental Entity or agency to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of its their respective properties are bound, or (d) any Law or arbitration award applicable to the CompanyCompany or any Subsidiary. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or the Major Stockholder any Subsidiary in connection with the execution, delivery or performance of this Agreement, the Stockholder Ancillary Documents Agreement or the Company Shareholder Ancillary Documents Documents, or the consummation of the transactions contemplated hereby or thereby, except for the filing of the Certificate of Merger with the Secretary of State of Delaware.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement, the Stockholder Ancillary Documents Agreement and the Company Seller Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Seller Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Seller Ancillary Documents do not or shall not (not, as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under, require the consent, notice or other action by any Person under, under or create in any Person the right to terminate, modify or cancel, or otherwise require any action, consent, approval, order, authorization, registration, declaration or filing with respect to, (a) any term or provision of the charter documents or organizational documents of the CompanySeller, (b) except as indicated on Schedule 4.12, any Company schedule any Assumed Contract or any other Contract, License or other instrument Contract applicable to the Major Stockholder Seller or the CompanyBusiness, (c) any judgment, decree or order of any court or Governmental Entity or agency to which the Company Seller is a party or by which the Company Business or any of its properties the Purchased Assets are bound, bound or (d) any Permit, Law or arbitration award applicable to the Company. No consent, approval, order or authorization of, or registration, declaration or filing with, of any Governmental Entity is required with respect applicable to the Company Seller or the Major Stockholder Business. To the knowledge of Seller there are no facts or circumstances that might delay, impede or prevent any Person in connection with the executionobtaining any approval, delivery or performance of consent, license and authorization contemplated by this Agreement, the Stockholder Ancillary Documents or the Company Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except for the filing of the Certificate of Merger with the Secretary of State of Delaware.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement, the Stockholder Ancillary Documents Agreement and the Company Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Company Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Company Ancillary Documents do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under, require the consent, notice or other action by any Person under, under or create in any Person party the right to terminate, modify or cancel, (a) any term or provision of the charter documents or organizational documents of the Company, (b) except as indicated on Schedule 4.124.3, any Company Assumed Contract or any other Contractcontract, License will, agreement, permit, franchise, license or other instrument applicable to the Major Stockholder Company or the CompanyAssets, (c) any judgment, decree or order of any court or Governmental Entity governmental authority or agency to which the Company is a party or by which the Company or any of its properties the Assets are bound, bound or (d) any Law permit, statute, law, rule, regulation or arbitration award applicable to the CompanyCompany or the Assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity governmental agency or public or regulatory unit, agency or authority is required with respect to the Company or the Major Stockholder in connection with the execution, delivery or performance of this Agreement, the Stockholder Ancillary Documents Agreement or the Company Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except for the filing of the Certificate of Merger with the Secretary of State of Delaware.

Absence of Restrictions and Conflicts. The execution, delivery and performance of this Agreement, the Stockholder Ancillary Documents Agreement and the Company Ancillary Documents, the consummation of the transactions contemplated hereby by this Agreement and thereby the Company Ancillary Documents and the fulfillment of and compliance with the terms and conditions hereof of this Agreement and thereof the Company Ancillary Documents do not or shall will not (as the case may be), with the passing of time or the giving of notice or both, violate or conflict withviolate, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under, require the consent, notice or other action by any Person under, under or create in any Person party the right to terminate, modify or cancel, (a) any term or provision of the charter documents or organizational documents of the CompanyCompany Charter Documents, (b) except as indicated on Schedule 4.125.3 or Schedule 5.19, any Company Assumed Contract or any other Contractmaterial contract, License will, agreement, permit, franchise, license or other instrument applicable to the Major Stockholder Company or the CompanyBusiness, (c) any material judgment, decree or order of any court or Governmental Entity governmental authority or agency to which the Company is a party or by which the Company or any of its their respective properties are bound, bound or (d) any Law statute, law, rule, regulation or arbitration award applicable to the CompanyCompany or the Business. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to the Company or the Major Stockholder in connection with the execution, delivery or performance of this Agreement, the Stockholder Ancillary Documents Agreement or the Company Ancillary Documents or the consummation of the transactions contemplated hereby or thereby, except for the filing of the Certificate of Merger with the Secretary of State of Delaware.