Common use of Consents; No Conflict Clause in Contracts

Consents; No Conflict. Except as set forth on Schedule 2.5, no consent, authorization, grant, permit, waiver or approval of or from, or notice to, any Person, including, for the avoidance of doubt, any Governmental Authority (collectively, “Authorizations”) is required as a condition to the execution and delivery of this Agreement or the other Transaction Documents by Seller or the consummation of the transactions contemplated by this Agreement and the Transaction Documents by Seller. Except as set forth on Schedule 2.5, the execution and delivery of this Agreement and the Transaction Documents and each instrument required hereby to be executed and delivered by Seller and the consummation of the transactions contemplated hereby and thereby by Seller will not give rise to a right of termination of, contravene or constitute a default under, or be an event which with the giving of notice or passage of time or both will become a default under, or give to others any rights of termination or cancellation of, or give rise to a right of acceleration of the performance required by or maturity of, or result in the creation of any Lien, claim, cost, Tax, losses or loss of any rights with respect to the Business or the Transferred Assets pursuant to any of the terms, conditions or provisions of or under any applicable law, the Seller’s organizational documents, under any Assumed Contract or any of the Authorizations.

Consents; No Conflict. Except as set forth on Schedule 2.5, no consent, authorization, grant, permit, waiver or approval of or from, or notice to, any Person, including, for the avoidance of doubt, person or any Governmental Authority (collectively, “Authorizations”) governmental authority is required as a condition to the execution and delivery of this Agreement or the other Transaction Documents by Seller or the consummation of the transactions contemplated by this Agreement and the Transaction Documents by Seller. Except as set forth on Schedule 2.5, the execution and delivery of this Agreement and the Transaction Documents and each instrument required hereby to be executed and delivered by Seller and the consummation of the transactions contemplated hereby and thereby by Seller will not give rise to a right of termination of, contravene or constitute a default under, or be an event which with the giving of notice or passage of time or both will become a default under, or give to others any rights of termination or cancellation of, or give rise to a right of acceleration of the performance required by or maturity of, or result in the creation of any Lien, claim, cost, Tax, losses or loss of any rights with respect to the Business or the Transferred Assets pursuant to any of the terms, conditions or provisions of or under any applicable law, the Seller’s organizational documents, Seller Organizational Documents or under any Assumed Contract or any of the AuthorizationsContract.