Common use of No Conflicts; Required Consents Clause in Contracts

No Conflicts; Required Consents. (a) The execution, delivery and performance by each Seller Party of this Agreement and each Ancillary Agreement to which such Seller Party is a party do not, and the consummation by such Seller Party of the Transaction will not, (i) conflict with, violate or result in a breach of any provision of its Organizational Documents, as applicable; (ii) conflict with, violate or result in a breach of any Applicable Law binding upon or applicable to such Seller Party or any of his, her or its assets or properties; (iii) require any consent of, notice to or other action by any Person under, conflict with, violate or result in a breach of the terms, conditions or provisions of, constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, or give rise to any rights of acceleration, amendment, termination or cancellation or to a loss of any rights under, any Contract or License to which such Seller Party is a party or by which such Seller Party or any of his, her or its assets or properties is bound, other than, in the case of this clause (iii) above, any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on such Seller Party’s ability to timely perform his, her or its obligations hereunder or to timely consummate the Transaction; or (iv) result in the creation or imposition of any Lien upon the Purchased Shares, any assets or properties of the Corporation.

No Conflicts; Required Consents. (a) The Except as provided in Schedule 5.3(a), the execution, delivery and performance by each Seller Party the Purchaser of this Agreement and each Ancillary Agreement to which such Seller Party the Purchaser is a party do not, and the consummation by such Seller Party the Purchaser of the Transaction will not, (i) conflict with, violate or result in a breach of any provision of its the Purchaser’s Organizational Documents, as applicable; (ii) conflict with, violate or result in a breach of any Applicable Law binding upon or applicable to such Seller Party the Purchaser, or any of his, her or its assets or properties; (iii) require any consent of, notice to or other action by any Person under, conflict with, violate or violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, or give rise to any rights of acceleration, amendment, termination or cancellation or to a loss of any rights under, any material Contract or License to which such Seller Party the Purchaser is a party or by which such Seller Party the Purchaser or any of his, her or its material assets or properties is are bound, other than, in the case of this clause (ii) or (iii) above, any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on such Seller Partythe Purchaser’s ability to timely perform his, her or its obligations hereunder or to timely consummate the Transaction; or (iv) result in the creation or imposition of any Lien upon the Purchased Shares, any assets or properties of the Corporation.

No Conflicts; Required Consents. (a) The execution, execution and delivery and performance by each Seller Party Significant Vendor of this Agreement and each Ancillary Agreement to which such Seller Party Significant Vendor is a party do not, and the consummation by such Seller Party each Significant Vendor of the Transaction Contemplated Transactions will not, : (i) conflict with, with or violate or result in a breach of any provision of its the Organizational Documents, as applicable; (ii) conflict with, with or violate or result in a breach of any Applicable Law binding upon or applicable to such Seller Party any of the Companies or any of his, her or its their assets or properties; or (iii) require any consent ofassuming that all consents, notice approvals, authorizations, filings, notifications and other actions referred to in Section 3.3(b) of the Disclosure Schedule are obtained, given or other action by any Person undertaken, conflict with, violate or violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) default under, or give rise to others any rights of acceleration, amendment, termination or cancellation or to a loss of rights under, or result in the creation or imposition of any rights Lien upon the Shares or any assets or properties of the Companies under, any Contract or License to which such Seller Party any of the Companies is a party or by which such Seller Party any of the Companies or any of his, her or its their assets or properties is bound, other than, in the case of this clause (ii) or (iii) above, any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on such Seller Party’s ability to timely perform his, her or its obligations hereunder or to timely consummate the Transaction; or (iv) result in the creation or imposition of any Lien upon the Purchased Shares, any assets or properties of the CorporationMaterial Adverse Effect.

No Conflicts; Required Consents. (a) The execution, delivery and performance by each the Seller Party Parties of this Agreement and each Ancillary Agreement to which such any Seller Party is a party do not, and the consummation by such the Seller Party Parties of the Transaction will not, (i) conflict with, violate or result in a breach of any provision of its the Organizational Documents, as applicableDocuments of the Corporation; (ii) conflict with, violate or result in a breach of in any material respect any Applicable Law binding upon or applicable to such Seller Party the Corporation or any of his, her or its assets or properties; (iii) assuming compliance with the matters referred to in Schedule 3.3(b), require any consent of, notice to or other action by any Person under, conflict with, violate or violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, or give rise to any rights of acceleration, amendment, termination or cancellation or to a loss of any rights under, any Contract or License to which such Seller Party the Corporation is a party or by which such Seller Party the Corporation or any of his, her or its assets or properties is bound, other than, than in the case of this clause (iii) above, any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect Material Adverse Effect on such Seller Party’s ability to timely perform his, her or its obligations hereunder or to timely consummate the TransactionCorporation; or (iv) result in the creation or imposition of any Lien upon the Purchased Shares, or any other assets or properties of the Corporation.