Common use of No Conflicts; No Consents Clause in Contracts

No Conflicts; No Consents. The (i) issuance and sale of the Shares by the Company and the compliance by the Company and its subsidiaries with all of the provisions of this Agreement, (ii) the execution, delivery and performance by the Company and its subsidiaries of each of the Transaction Documents, to the extent a party thereto, (iii) the issuance and sale of the Class B Shares and the consummation of the transactions contemplated by the Transaction Documents and the Registration Statement, (iv) the Reorganization and (v) the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under or result in the termination of, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “Agreements and Instruments”), except for such conflicts, breaches, violations or defaults that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, nor will any such action (A) result in any violation of the provisions of the certificate of incorporation or by-laws of the Company or any organizational documents of its subsidiaries, (B) result in any violation of any law, statute or any order, rule or regulation of any Governmental Entity having jurisdiction over the Company or any of its subsidiaries or any of their properties or (C) constitute a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or other encumbrance upon any assets or operations of the Company or any subsidiary pursuant to, any of the Agreements and Instruments, except, with respect to clauses (B) and (C), for such violations, Repayment Events or lien, charge or other encumbrance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Entity is required for the issue and sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement, except the registration of the Shares under the Act and the Securities Exchange Act of 1934, as amended (the “1934 Act”), as may be required under the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

No Conflicts; No Consents. The (i) issuance and sale of the Shares execution, delivery or performance by the Company of this Agreement and the Transaction Agreements, and the consummation by the Company of the transactions contemplated hereby or thereby, and compliance by the Company with the terms and its subsidiaries provisions hereof or thereof, will not (i) conflict with all of the provisions of this Agreement, Organizational Documents; (ii) the executionconflict with, delivery and performance by the Company and its subsidiaries of each of the Transaction Documents, to the extent a party thereto, (iii) the issuance and sale of the Class B Shares and the consummation of the transactions contemplated by the Transaction Documents and the Registration Statement, (iv) the Reorganization and (v) the consummation of the transactions herein contemplated will not conflict with or result in a the breach or violation of any of the terms or provisions termination of, or constitute a default (with or without notice or lapse of time, or both) under or result in the termination or suspension of, or accelerate the performance required by any of the terms, conditions or provisions of, any contractnote, bond, mortgage, indenture, mortgagelicense, deed of trustlease, loan agreement, note, lease commitment or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries properties or assets is bound bound; (iii) constitute a violation by the Company of any Law applicable to the Company, its Subsidiaries or to which their respective properties or assets; (iv) result in the creation of any mortgage, claim, lien, pledge, security interest, option, charge, restriction, voting trust agreement, encumbrance and legal and/or equitable claim of any kind (each, a “Lien”) upon any of the property properties or assets of the Company or any of its subsidiaries is subject (collectively, the “Agreements and Instruments”), except for such conflicts, breaches, violations or defaults that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, nor will any such action (A) result in any violation of the provisions of the certificate of incorporation or by-laws of the Company or any organizational documents of its subsidiaries, (B) result in any violation of any law, statute or any order, rule or regulation of any Governmental Entity having jurisdiction over the Company or any of its subsidiaries or any of their properties Subsidiaries; or (Cv) constitute a Repayment Event (as defined below) under, or result in the creation or imposition of any lienLien upon the Preferred Units or the Common Units. No permit, charge authorization, consent or other encumbrance upon approval of or by, or any assets notification of or operations of filing with, any Person (governmental or private) is required by the Company or any subsidiary pursuant toits Subsidiaries in connection with the execution, any delivery and performance of this Agreement and the Agreements and InstrumentsTransaction Agreements, except, with respect to clauses (B) and (C), for such violations, Repayment Events or lien, charge or other encumbrance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Entity is required for the issue and sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreementhereby and thereby, except or the registration issuance, sale or delivery of the Shares under Preferred Units or the Act and the Securities Exchange Act of 1934, as amended Common Units (the “1934 Act”), as may be other than such notifications or filings required under the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such consents, approvals, authorizations, registrations applicable federal or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters. As used hereinlaws, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiaryif any).

No Conflicts; No Consents. The (i) issuance and sale of the Shares by the Company and the compliance by the Company and its subsidiaries with all of the provisions of this Agreement, (ii) the execution, delivery and performance of this Note and the Related Documents to which it is a party by each Loan Party and each Subsidiary, and the Company and its subsidiaries of each incurrence of the Transaction indebtedness and other Obligations evidenced by this Note and such Related Document, do not and will not (i) contravene any of the its Organizational Documents, to the extent (ii) contravene, be in conflict with, result in a party theretobreach of, or constitute (with due notice or lapse of time or both, as applicable) a default under, any indenture, agreement or other instrument binding upon it or any of its property, (iii) the issuance and sale of the Class B Shares and the consummation of the transactions contemplated by the Transaction Documents and the Registration Statement, (iv) the Reorganization and (v) the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under or result in the termination of, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the “Agreements and Instruments”), except for such conflicts, breaches, violations or defaults that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, nor will any such action (A) result in any violation of the provisions of the certificate of incorporation or by-laws of the Company or any organizational documents of its subsidiaries, (B) result in any violation of any law, statute or any order, rule or regulation of any Governmental Entity having jurisdiction over the Company or any of its subsidiaries or any of their properties or (C) constitute a Repayment Event (as defined below) under, or result in the creation or imposition of any liensecurity interest, charge lien or other encumbrance upon any assets of its property for the benefit or operations security of any obligation or Person, excepting any security interests, liens or encumbrances created or imposed solely for the benefit and security of the Company Payee, (iv) contravene any provision of law or any subsidiary pursuant order of any court or other agency of government, or (v) require any approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any of the Agreements governmental authority or any other Person, except for such approvals, consents, exemptions, authorizations, actions or notices that have been duly obtained, taken or made and Instrumentsin full force and effect, except, except with respect to clauses any contravention, conflict, breach or default referenced in clause (Bii) and or (Civ), for such violationsand any failure under clause (v), Repayment Events or lien, charge or other encumbrance that would which could not reasonably be expected to haveexpected, individually or in the aggregate, to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such Governmental Entity is required for the issue and sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement, except the registration of the Shares under the Act and the Securities Exchange Act of 1934, as amended (the “1934 Act”), as may be required under the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters. As used hereinin this Note, a “Repayment EventOrganizational Documents” means any event articles or condition which gives certificates of incorporation, organization, or formation, and the holder like, and any bylaws, operating agreements, partnership agreements, trust agreements, shareholder agreements or other governing documents, and including any amendments or restatements of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiarythereof.

No Conflicts; No Consents. The (i) issuance execution and sale of the Shares by the Company and the compliance by the Company and its subsidiaries with all of the provisions delivery of this AgreementAgreement do not, (ii) the execution, delivery and performance by the Company and its subsidiaries of each of the Transaction Documents, to the extent a party thereto, (iii) the issuance and sale of the Class B Shares and the consummation of the transactions contemplated hereby and compliance by such Controlling Member with the Transaction Documents and the Registration Statementterms hereof will not, (iv) the Reorganization and (v) the consummation of the transactions herein contemplated will not conflict with with, or result in any violation or breach of or default under, or give rise to a breach right of termination, cancellation or violation acceleration of any obligation or to loss of the terms or provisions ofa material benefit under, or constitute a default under to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the termination ofcreation of any Lien upon any of the properties or assets of such Controlling Member under, any contractprovision of (in each case with or without notice or lapse of time, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument both) (a) any material Contract to which the Company or any of its subsidiaries such Controlling Member is a party or by which the Company or any of its subsidiaries is bound or to which any of the property properties or assets is bound, or (b) any Order, Permit or Law applicable to such Controlling Member or its respective properties or assets (excluding, in the case of the Company or any of its subsidiaries is subject this clause (collectively, the “Agreements and Instruments”b), except for any such conflictsOrders, breaches, violations or defaults that would reasonably be expected to havePermits and Laws the violation of which, individually or in the aggregate, a Material Adverse Effecthas not given, nor will any such action (A) result in any violation of the provisions of the certificate of incorporation or by-laws of the Company or any organizational documents of its subsidiaries, (B) result in any violation of any law, statute or any order, rule or regulation of any Governmental Entity having jurisdiction over the Company or any of its subsidiaries or any of their properties or (C) constitute a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or other encumbrance upon any assets or operations of the Company or any subsidiary pursuant to, any of the Agreements and Instruments, except, with respect to clauses (B) and (C), for such violations, Repayment Events or lien, charge or other encumbrance that would not reasonably be expected to havegive, individually rise to a material liability to any of the Ohr Parties or materially and adversely affect their ability to operate their businesses as conducted or proposed to be conducted in the aggregate, a Material Adverse Effect; and no compliance with applicable Law in all material respects). No consent, approvalwaiver, authorizationOrder or Permit of, orderor registration, registration declaration or qualification of filing with, or with notification to, any such Governmental Entity is required for to be obtained or made by or with respect to such Controlling Member in connection with the issue execution, delivery and sale performance of the Shares this Agreement or the consummation by the Company of the transactions contemplated hereby, by this Agreement, except the registration of the Shares under the Act and the Securities Exchange Act of 1934, as amended (the “1934 Act”), as such Controlling Member other than those that may be required under solely by a Company’s (as opposed to any other third party’s) participation in the rules Contributions and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiarytransactions contemplated hereby.