Common use of No Conflict or Violation; Consents Clause in Contracts

No Conflict or Violation; Consents. None of the execution, delivery or performance of this Agreement or any Ancillary Agreement, the consummation of the transactions contemplated hereby or thereby, nor compliance by Intelligroup or Sub with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of Intelligroup's or Sub's governing documents to the extent applicable, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice of passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice under, or result in the creation of any Encumbrance upon any of its assets 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 Intelligroup or Sub is a party or by which Intelligroup or Sub is bound or to which any of their respective assets are subject, (c) violate any Regulation or Court Order applicable to Intelligroup or Sub or (d) impose any Encumbrance on any assets of Intelligroup or Sub. Except as set forth on Schedule 4.4, no notices to, declaration, filing or registration with, approvals or Consents of, or assignments by, any Persons (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by Intelligroup or Sub in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.

No Conflict or Violation; Consents. None of the execution, delivery or performance of this Agreement or any Ancillary Agreement, the consummation of the transactions contemplated hereby or thereby, nor compliance by Intelligroup Unidigital or Sub with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of IntelligroupUnidigital's or Sub's governing documents to the extent applicable, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice of passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice under, or result in the creation of any Encumbrance upon any of its assets 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 Intelligroup Unidigital or Sub is a party or by which Intelligroup Unidigital or Sub is bound or to which any of their respective assets are subject, (c) violate any Regulation or Court Order applicable to Intelligroup Unidigital or Sub or (d) impose any Encumbrance on any assets of Intelligroup Unidigital or Sub. Except as set forth on Schedule 4.44.3, no notices to, declaration, filing or registration with, approvals or Consents of, or assignments by, any Persons (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by Intelligroup Unidigital or Sub in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby, except that there shall be excluded from clauses (b), (c) and (d) of the first sentence of this Section 4.3 and from the second sentence of this Section 4.3 such violations, breaches or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on Unidigital and which will not materially impair the ability of Unidigital or the Sub to consummate the transactions contemplated herein.

No Conflict or Violation; Consents. None of the execution, delivery or performance of this Agreement or any Ancillary Agreement, the consummation of the transactions contemplated hereby or thereby, nor compliance by Intelligroup or Sub with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of Intelligroup's or Sub's governing documents to the extent applicable, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice of passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice under, or result in the creation of any Encumbrance upon any of its assets 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 Intelligroup or Sub is a party or by which Intelligroup or Sub is bound or to which any of their respective its assets are subject, (c) violate any Regulation or Court Order applicable to Intelligroup or Sub or (d) impose any Encumbrance on any assets of Intelligroup or SubIntelligroup. Except as set forth on Schedule 4.4, no notices to, declaration, filing or registration with, approvals or Consents of, or assignments by, any Persons (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by Intelligroup or Sub in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.

No Conflict or Violation; Consents. None Except as set forth on Schedule 5.4, none of the execution, delivery ------------ or performance of this Agreement or any Ancillary Agreement, the consummation of the transactions contemplated hereby or thereby, nor compliance by Intelligroup or Sub each of the Buyers with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of Intelligroup's or Sub's the governing documents to the extent applicableof any Buyer, (b) violate, conflict with, or result in a material breach of or constitute a default (with or without notice of passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice under, or result in the creation of any Encumbrance upon any of its respective assets under, any contractContract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which Intelligroup or Sub any Buyer is a party or by which Intelligroup or Sub any Buyer is bound or to which any of their its respective assets are subject, (cc ) violate any applicable Regulation or Court Order applicable to Intelligroup or Sub or (d) impose any Encumbrance on any assets of Intelligroup or Subany Buyer. Except as set forth on Schedule 4.45.4, no notices to, declaration, ------------ filing or registration with, approvals or Consents of, or assignments by, any Persons (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by Intelligroup or Sub any Buyer in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.

No Conflict or Violation; Consents. None of the execution, delivery or performance of this Agreement or any Ancillary Agreement, the consummation of the transactions contemplated hereby or thereby, nor compliance by Intelligroup or Sub Unidigital with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of IntelligroupUnidigital's Certificate of Incorporation or Sub's governing documents Bylaws to the extent applicable, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice of passage of time) under, or result in the termination of, or accelerate the performance required by, or result in a right to terminate, accelerate, modify or cancel under, or require a notice under, or result in the creation of any Encumbrance upon any of its assets 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 Intelligroup or Sub Unidigital is a party or by which Intelligroup or Sub Unidigital is bound or to which any of their respective assets are subject, (c) violate any Regulation or Court Order applicable to Intelligroup or Sub Unidigital or (d) impose any Encumbrance on any assets of Intelligroup or SubUnidigital. Except as set forth on Schedule 4.44.3, no notices to, declaration, filing or registration with, approvals or Consents of, or assignments by, any Persons (including any federal, state or local governmental or administrative authorities) are necessary to be made or obtained by Intelligroup or Sub Unidigital in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.