Common use of No Conflicts; Consents Clause in Contracts

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent Bylaws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The Except as set forth in the Parent Disclosure Letter, the execution and delivery by the Parent of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent Bylaws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (ia) the Parent Charter or Parent Bylaws, (iib) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iiic) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (iib) and (iiic) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the each of Parent and Sub of this Agreement, does Agreement do not, and the consummation by Parent and Sub of the Merger and the other Transactions and compliance by Parent and Sub with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent or any of its subsidiaries under, any provision of (i) the Parent Charter Charter, the Parent By-laws or the charter or organizational documents of any Parent BylawsSubsidiary, (ii) any material Contract to which the Parent or any Parent Subsidiary is a party or by which any of its their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b4.04(b), any material Judgment or material Law applicable to the Parent or its any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the each of Parent and Merger Sub of this Agreement, does Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent or any of its subsidiaries under, any provision of (i) the Parent Charter organizational documents of Parent, Merger Sub or Parent Bylawsany of Parent’s subsidiaries, (ii) any material Contract to which the Parent or any of its subsidiaries is a party or by which any of its their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b4.04(b), any material Judgment or material Law applicable to the Parent or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent Xxxxxx and Merger Sub of this Agreement, does Agreement do not, and the consummation of Transactions the Merger and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any material obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or the Parent Subsidiaries under, any provision of (i) the Organizational Documents of Parent Charter or any Parent BylawsSubsidiary, (ii) any material Parent Permit or any Contract to which the Parent or any Parent Subsidiary is a party or by which any of its their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b5.4(b) and Section 6.3(a), any material Judgment or material Law applicable to Parent or the Parent Subsidiaries or its their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent BylawsConstituent Instruments, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the each of Parent and Sub of this Agreement, does do not, and the consummation of Transactions the transactions contemplated hereby and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent or any of its Subsidiaries under, any provision of (i) the charter, by-laws or other organizational documents of Parent Charter or Parent Bylawsany of its Subsidiaries, (ii) any material Contract to which the Parent or any of its Subsidiaries is a party or by which any of its their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b4.04(b), any material Judgment or material Law applicable to the Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or and in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent and Merger Sub of this Agreement, does Agreement do not, and the consummation of Transactions the Merger and the other transactions contemplated hereby and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any material obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or the Parent Subsidiaries under, any provision of (i) the Organizational Documents of Parent Charter or any Parent BylawsSubsidiary, (ii) any material Contract to which the Parent or any Parent Subsidiary is a party or by which any of its their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b5.5(b), any material Judgment or material Law applicable to Parent or the Parent Subsidiaries or its their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent of this AgreementAgreement and the Constituent Agreements (as applicable), does do not, and the consummation of Transactions Merger and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent Bylaws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, does not, and the consummation of Transactions Share Exchange and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent Bylaws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the each of Parent and Sub of this Agreement, does do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent or Sub under, any provision of (i) the charter or organizational documents of Parent Charter or Parent BylawsSub, (ii) any material Contract to which the Parent or Sub is a party or by which any of its their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b4.04(b), any material Judgment or material Law applicable to the Parent or its Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent and Merger Sub of this Agreement, does do not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any material obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or the Parent Subsidiaries under, any provision of (i) the Organizational Documents of Parent Charter or any Parent BylawsSubsidiary, (ii) any material Parent Permit or any Contract to which the Parent or any Parent Subsidiary is a party or by which any of its their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b5.4(b) and Section 6.3(a), any material Judgment or material Law applicable to Parent or the Parent Subsidiaries or its their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent each of Parent, Opco and Merger Sub of this Agreement (and, with respect to Parent, the Subscription and Exchange Agreement, does ) do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, under any provision of (i) the Parent Charter charter or Parent Bylawsorganizational documents of Parent, Opco or Merger Sub, (ii) any material Contract to which the Parent Parent, Opco or Merger Sub is a party or by which any of its their respect properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b4.04(b), any material Judgment or material Law applicable to the Parent Parent, Opco or its Merger Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would could not reasonably be expected to have a Parent Material Adverse EffectEffect (as defined in Section 9.03).

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent Bylaws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent or its properties or assetsbound, other than, in the case of clauses (ii) and (iii) above, any such items than those that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The None of the execution and ----------------------- delivery by the each of Parent and Sub of this Agreement, does not, Agreement and the consummation of Transactions the Offer, the Merger and the other transactions contemplated by this Agreement and compliance with the terms hereof and thereof will not, (i) conflict with, with the certificate of incorporation or by-laws of Parent or Sub or (ii) conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, or Sub under any provision of (i) the Parent Charter or Parent Bylawsof, (iiA) any material Contract to which the Parent or Sub is a party or by which any of its their respective properties or assets is bound or (iiiB) subject to the filings and other matters referred to in Section 4.05(b4.04(b), any material Judgment or material Applicable Law applicable to the Parent or its Sub or their respective properties or assets, other than, in the case of clauses (iiA) and (iiiB) aboveof this sentence, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent Bylaws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent Bylaws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b4.5(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent QSGI of this Agreement, Agreement does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, contravene, conflict with, with or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent QSGI under, any provision of (i) the Parent QSGI Charter or Parent QSGI Bylaws, (ii) any material Contract to which the Parent QSGI is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b4.5(b), any material Judgment order or material Law applicable to the Parent QSGI or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent QSGI Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by the Parent and Merger Sub of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated accelerated, or guaranteed rights or entitlements of any person under, or result in the creation of any Lien lien upon any of the properties or assets of the Parent or Merger Sub under, any provision of (i) the Parent Charter or Parent BylawsDocuments, (ii) Merger Sub Charter; (iii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound bound, or (iiiiv) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent or Merger Sub or its properties or assets, other than, in the case of clauses (ii) and (iiiiv) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, Agreement does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or the Parent Bylaws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent or its properties or assets, assets other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have have, a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent TRADEON of this Agreement, Agreement does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, contravene, conflict with, with or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent TRADEON under, any provision of (i) the Parent TRADEON Charter or Parent TRADEON Bylaws, (ii) any material Contract to which the Parent TRADEON is a party or by to which any of its properties or assets is bound subject or (iii) subject to the filings and other matters referred to in Section 4.05(b4.5(b), any material Judgment Order or material Law applicable to the Parent TRADEON or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent TRADEON Material Adverse Effect.

No Conflicts; Consents. (a) The Except as set forth in the Parent Disclosure Letter, the execution and delivery of this Agreement by the Parent of this Agreement, does not, and the consummation of Transactions and Parent’s compliance with the terms hereof and thereof will not, conflict with, or result in any a violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation, or acceleration of any obligation or to the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien lien upon the Parent or any of the properties or assets of the Parent under, under any provision of (i) any of the Parent Charter or Parent BylawsParent’s organizational documents, (ii) any material Contract to which the Parent is a party or by to which any of its properties Parent asset or assets property is bound or bound, (iii) subject due to the filings and other matters referred failure to in Section 4.05(b), obtain any material Judgment consent or material Law approval from any Governmental entity, or (iv) any Laws applicable to the Parent or its properties or assets, other thanParent. However, in the case of connection with clauses (ii) ), (iii), and (iii) aboveiv), any this shall not apply to such items that, either individually or in the aggregate, have not had had, and would could not be reasonably be expected to have have, a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person Person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent Bylaws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b5.05(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (ia) the Parent Charter or Parent Bylaws, (iib) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iiic) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (iib) and (iiic) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent Dais of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent Dais under, any provision of (i) the Parent Dais Charter or Parent Dais Bylaws, (ii) any material Contract to which the Parent Dais is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent Dais or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or the Parent Bylaws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent and Merger Sub of this Agreement, does Agreement do not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any material obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or the Parent Subsidiaries under, any provision of (i) the Parent Charter or Parent BylawsOrganizational Documents of Parent, (ii) any material Parent Permit or any Contract to which the Parent or any Parent Subsidiary is a party or by which any of its their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b5.4(b) and Section 6.4(a), any material Judgment or material Law applicable to Parent or the Parent Subsidiaries or its their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent Bylaws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, does not, Agreement and the consummation of the Transactions and compliance with the terms hereof and thereof will not, do not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent Bylaws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to and required filing with the filings SEC and other matters referred to in Section 4.05(b)any required blue sky filings, any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The Except as set forth in Section 4.05(a) of the Parent Disclosure Schedule, the execution and delivery by the Parent and the Parent Stockholders of this Agreement, does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of any of the Parent or the Parent Stockholders under, any provision of (i) the Parent Charter or Charter, Parent Bylaws, (ii) any material Contract to which any of the Parent, or Parent Stockholders is a party or by which any of its their properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to any of the Parent or its Parent Stockholders or their properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent BylawsConstituent Instruments, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent BylawsCharter, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section ------- 4.05(b), any material Judgment or material Law applicable to the ------- Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The Except as set forth in Section 4.03 of the letter dated as of the date of this Agreement, from Parent to the Company (the "Parent Disclosure Letter"), the execution and delivery by the each of Parent and Sub of this Agreement, does do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent BylawsBy-laws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b4.03(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, than in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would could not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, does not, and the consummation of Transactions Transaction and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent Bylaws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b4.5(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the each of Parent and Merger Sub of this Agreement, does Agreement do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, or Merger Sub under any provision of (i) the organizational documents of Parent Charter or Parent BylawsMerger Sub, (ii) any material Contract to which the Parent or any of its Subsidiaries is a party or by which any of its their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b3.04(b), any material Judgment Order or material Law applicable to the Parent or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (i), (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by the each of Parent and Sub of this Agreement, does Agreement do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of purchase, termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person Person under, or result in the creation of any Lien upon any of the properties or assets of the Parent or Sub under, or result in being declared void, voidable, or without further binding effect, or otherwise result in a detriment to Parent or Sub under, any provision of (i) the articles of incorporation or bylaws of Parent Charter or Parent BylawsSub, (ii) any material Contract to which the Parent or Sub is a party or by which any of its their respective properties or assets is bound bound, or (iii) subject to the filings and other matters referred to in Section 4.05(b4.04(b), any material Judgment or material Law applicable to the Parent or its Sub or their respective properties or assets, other than, than in the case of clauses (ii) and or (iii) above, any such items thatthat have not had or would not reasonably be expected, individually or in the aggregate, have not had and would not reasonably be expected to have or result in a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent Parexx xxx Merger Sub of this Agreement, does Agreement do not, and the consummation of Transactions the Merger and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any material obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or the Parent Subsidiaries under, any provision of (i) the Organizational Documents of Parent Charter or any Parent BylawsSubsidiary, (ii) any material Parent Permit or any Contract to which the Parent or any Parent Subsidiary is a party or by which any of its their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b5.4(b) and Section 6.3(a), any material Judgment or material Law applicable to Parent or the Parent Subsidiaries or its their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the each of Parent and Merger Sub of this Agreement and by Parent of this Agreement, the Voting Agreement does not, and the consummation of any of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person Person under, or result in the creation of any Lien upon any of the properties or assets of the Parent or any of its Subsidiaries under, any provision of (ii)(A) the Parent Charter Documents or Parent Bylaws(B) the comparable charter or organizational documents of any Subsidiary of Parent, (ii) any material Contract to which the Parent or any of its Subsidiaries is a party or by which any of its their respective properties or assets is bound bound, or (iii) subject to the filings and other matters referred to in Section 4.05(b4.5(b), any material Judgment or material Law applicable to the Parent or any of its Subsidiaries or their respective properties or assets, assets other than, in the case of clauses (i)(B), (ii) and or (iii) above, any such items that, individually or in the aggregate, that have not had and would not reasonably be expected to have a Parent Material Adverse EffectEffect on Parent.

No Conflicts; Consents. (a) The execution execution, delivery and delivery performance by the Parent of this Agreement, does Agreement do not, and the consummation of the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent BylawsCharter, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b4.04(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would could not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent Bylaws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the each of Parent and Merger Sub of this Agreement, does Agreement do not, and the consummation by Parent and Merger Sub of the Offer, the Merger and the other Transactions and compliance by Parent and Merger Sub with the terms hereof and thereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent or Merger Sub under, any provision of (i) the organizational documents of Parent Charter or Parent BylawsMerger Sub, (ii) any material Contract to which the Parent or Merger Sub is a party or by which any of its their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b4.4(b), any material Judgment or material Law applicable to the Parent or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the each of Parent and Merger Sub of this Agreement, does Agreement do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent or Merger Sub under, any provision of (i) the organizational documents of Parent Charter or Parent BylawsMerger Sub, (ii) any material Contract to which the Parent or Merger Sub is a party or by which any of its their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b4.04(b), any material Judgment or material Law applicable to the Parent or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent Pxxxxx and Merger Sub of this Agreement, does Agreement do not, and the consummation of Transactions the Merger and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any material obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of Parent or the Parent Subsidiaries under, any provision of (i) the Organizational Documents of Parent Charter or any Parent BylawsSubsidiary, (ii) any material Parent Permit or any Contract to which the Parent or any Parent Subsidiary is a party or by which any of its their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b5.4(b) and Section 6.3(a), any material Judgment or material Law applicable to Parent or the Parent Subsidiaries or its their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items thatthat would not reasonably be expected to, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the each of Parent and Merger Sub of this Agreement, Agreement does not, and the consummation of Transactions the Merger and compliance with the terms hereof and thereof other transactions contemplated hereby will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person Person under, or result in the creation of any Lien upon any of the properties or assets of the Parent underor Merger Sub, any provision of (i) the Parent Charter or Parent BylawsDocuments, (ii) any material Contract to which the Parent or Merger Sub is a party or by which any of its their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b4.4(b), any material Judgment or material Law applicable to the Parent or its Merger Sub or their respective properties or assets, assets other than, in the case of clauses (ii) and or (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent Dynasty of this Agreement, Agreement does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, contravene, conflict with, with or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent Dynasty under, any provision of (i) the Parent Dynasty Charter or Parent Dynasty Bylaws, (ii) any material Contract to which the Parent Dynasty is a party or by to which any of its properties or assets is bound subject or (iii) subject to the filings and other matters referred to in Section 4.05(b4.5(b), any material Judgment Order or material Law applicable to the Parent Dynasty or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Dynasty Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, does not, and the consummation of Transactions Transaction and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent or any of its Subsidiaries under, any provision of (i) the Parent Charter Parent’s certificate of incorporation or Parent Bylawsbylaws (or any of its Subsidiaries’ organizational documents), each as amended to date, (ii) any material Contract to which the Parent or any of its Subsidiaries is a party or by which any of its properties or assets is bound bound, or (iii) subject to the filings and other matters referred to in Section 4.05(b3.5(b), any material Judgment or material Law Legal Requirement applicable to the Parent (or any of its Subsidiaries) or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent INBI of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent INBI under, any provision of (i) the Parent INBI Charter or Parent INBI Bylaws, (ii) any material Contract to which the Parent INBI is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent INBI or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent INBI Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, Agreement does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, with or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent Bylaws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent Bylaws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b4.5(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the each of Parent and Sub of this Agreement, does do not, and the consummation of the Offer, the Merger and the other Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent or Sub under, any provision of (i) the charter or organizational documents of Parent Charter or Parent BylawsSub, (ii) any material Contract to which the Parent or Sub is a party or by which any of its their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b4.04(b), any material Judgment or material Law applicable to the Parent or its Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) The execution and delivery by the Parent of this Agreement, does not, and the consummation of Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, or result in the creation of any Lien upon any of the properties or assets of the Parent under, any provision of (i) the Parent Charter or Parent Bylaws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section Sect ion 4.05(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.