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

No Conflict or Violation; Consents. Except as set forth on Schedule 3.12, none of the execution, delivery or performance of this Agreement, the consummation of the transactions contemplated hereby, or compliance by the Selling Shareholders or the Company with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of the governing documents of the Company, (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 respective 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 the Company or any Selling Shareholder is a party or by which the Company or any Selling Shareholder is bound or to which any of its respective assets are subject, (c) violate any applicable Regulation or Court Order or (d) impose any Encumbrance on any Assets or the Business, except, in the case of each of clauses (a), (b), (c) and (d) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Encumbrances which, individually or in the aggregate, would not have a Material Adverse Effect on the Business or on the ability of the Company or any Selling Shareholder to consummate the transactions contemplated hereby. Except as set forth on Schedule 3.12, 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 the Company or the Selling Shareholders in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

No Conflict or Violation; Consents. Except as set forth on Schedule 3.12, none None of the execution, delivery or performance of this AgreementAgreement or any Ancillary Agreement to which se2quel LLC is a party, the consummation of the transactions contemplated herebyhereby or thereby, or nor compliance by the Selling Shareholders or the Company se2quel LLC with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of the governing charter documents of the Companyse2quel LLC, (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, accelerate or modify or cancel under, or require a notice under, or result in the creation of any Encumbrance upon any of its respective assets the se2quel LLC Assets under, any Contractcontract, lease, sublease, license, sublicense, franchise, patent, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which the Company or any Selling Shareholder se2quel LLC is a party or by which the Company or any Selling Shareholder it is bound or to which any of its respective assets are subject, (c) violate any applicable Regulation or Court Order or (d) impose any Encumbrance on any se2quel LLC Assets or the Business, except, in the case of each of clauses (a), (b), (c) and (d) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Encumbrances which, individually or in the aggregate, would not have a Material Adverse Effect on the Business or on the ability of the Company or any Selling Shareholder to consummate the transactions contemplated hereby. Except as set forth on Schedule 3.12, no No notices to, declaration, filing or registration with, approvals or Consents consents of, or assignments by, any Persons (including any United States federal, state or local or foreign governmental or administrative authorities) are necessary to be made or obtained by the Company or the Selling Shareholders se2quel LLC in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated herebyany Ancillary Agreement to which se2quel LLC is a party.

No Conflict or Violation; Consents. Except as set forth on Schedule SCHEDULE 3.12, none of the execution, delivery or performance of this Agreement or any Ancillary Agreement, the consummation of the transactions contemplated herebyhereby or thereby, or nor compliance by the Selling Shareholders or the Company with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of the governing documents of the Company, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice of or the 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 Contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, security interest or other arrangement to which the Company or any Selling Shareholder is a party or by which the Company or any Selling Shareholder is bound or to which any of its respective assets are subject, (c) violate any applicable Regulation or Court Order or (d) impose any Encumbrance on any Assets or the Business, except, in the case of each of clauses (a), (b), (c) and (d) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Encumbrances which, individually or in the aggregate, would not have a Material Adverse Effect on the Business or on the ability of the Company or any Selling Shareholder to consummate the transactions contemplated hereby. Except as set forth on Schedule SCHEDULE 3.12, 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 the Company or the Selling Shareholders in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement to which it is a party or the consummation of the transactions contemplated herebyhereby or thereby.

No Conflict or Violation; Consents. Except as set forth on Schedule 3.12, none None of the execution, ---------------------------------- delivery or performance of this Agreement, the Certificate of Merger or any Ancillary Agreement, the consummation of the transactions contemplated herebyhereby or thereby, or nor compliance by the Selling Shareholders InGenius or the Company Sellers with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of the its respective governing documents of the Companydocuments, (b) violate, conflict with, or result in a breach of or constitute a default (with or without notice of or 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 the Company InGenius or any Selling Shareholder Seller is a party or by which the Company InGenius or any Selling Shareholder Seller is bound or to which any of its respective assets are subject, (c) violate any applicable Regulation or Court Order or (d) impose any Encumbrance on any Assets or the Business, except, in . Except for (i) the case approval of each the shareholders of clauses (a)InGenius as required by the Michigan BCA, (b), (cii) the filing of the Certificate of Merger and (diii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Encumbrances which, individually or in the aggregate, would not have a Material Adverse Effect on the Business or on the ability of the Company or any Selling Shareholder to consummate the transactions contemplated hereby. Except as those set forth on Schedule 3.124.13, no notices to, declaration, filing or registration with, approvals or Consents 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 the Company InGenius or the Selling Shareholders Sellers in connection with the execution, delivery or performance of this Agreement or and the consummation of the transactions contemplated herebyMerger.

No Conflict or Violation; Consents. Except as set forth on Schedule 3.12, none None of the execution, delivery or performance of this Agreement or any Ancillary Agreement, the consummation of the transactions contemplated herebyhereby or thereby, or nor compliance by the Selling Azimuth Shareholders or the Company with any of the provisions hereof or thereof, will (a) violate or conflict with any provision of the governing documents of any of the CompanyAzimuth Companies, (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 respective 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 any of the Company Azimuth Companies or any Selling Shareholder either of the Azimuth Shareholders is a party or by which any of the Company Azimuth Companies or any Selling Shareholder either of the Azimuth Shareholders is bound or to which any of its respective assets are subject, (c) violate any applicable Regulation or Court Order or (d) impose any Encumbrance on any Assets or the Business, except, in the case of each of clauses (a), (b), (c) and (d) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Encumbrances which, individually or in the aggregate, would not have a Material Adverse Effect on the Business or on the ability of the Company or any Selling Shareholder to consummate the transactions contemplated hereby. Except as set forth on Schedule 3.12for the requisite approval from the New Zealand Overseas Investment Commission, no notices to, declaration, filing or registration with, approvals or Consents of, or assignments by, any Persons (including any national, federal, state or local governmental or administrative authorities) are necessary to be made or obtained by any of the Company Azimuth Companies or either of the Selling Azimuth Shareholders in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated herebyhereby or thereby.