Common use of No Violation; Consents Clause in Contracts

No Violation; Consents. Except as set forth on Schedule 3.4, neither the execution and delivery of this Agreement or the other Documents, the consummation of the transactions contemplated hereby or thereby, nor the performance of this Agreement or the other Documents and such other agreements in compliance with the terms and conditions hereof and thereof by the Sellers will: (i) violate, conflict with or result in any breach of the partnership agreement of the Sellers or any trust agreement, judgment, decree, injunction, order, writ, statute, rule or regulation applicable to the Sellers; (ii) violate, conflict with or result in a breach, default or termination (or give rise to any right of termination, cancellation or acceleration) of the maturity of any payment date of any of the obligations of the Sellers under any law, statute, rule, regulation or any judgment, decree, order, governmental permit, license or order applicable to the Sellers or any of the terms, conditions or provisions of any mortgage, indenture, note, license, Contract or other instrument or obligation related to the Sellers or to the Sellers's ability to consummate the transactions contemplated hereby or thereby, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained in writing and provided to the Buyers; (iii) result in the creation of any Claims upon the Transferred Assets of the Sellers; or (iv) require the consent, waiver, authorization or approval of any federal, state or local government or governmental department, agency, board, commission, bureau, instrumentality, or public or self-regulatory body or authority, or of any other Person, entity or organization. The Sellers will give any required notices to third parties, and the Sellers will obtain any third party consents required to be obtained due to the consummation of the transactions contemplated hereby.

No Violation; Consents. Except as set forth on Schedule 3.4The execution, neither the execution delivery and delivery of this Agreement or the other Documents, the consummation of the transactions contemplated hereby or thereby, nor the performance of this Agreement or the other Documents documents and such instruments to be executed, delivered and performed by Sellers and Shareholders (including the Other Transaction Documents) pursuant hereto (a) will not violate any Laws, any permit, franchise or other agreements in compliance with the terms and conditions hereof and thereof by the Sellers will: (i) violateauthorization, conflict with or result in any breach of the partnership agreement of the Sellers or any trust agreement, judgment, decree, injunction, order, writ, statuteinjunction, rule judgment, plan or regulation applicable to the Sellers; decree (ii) violatecollectively, conflict with or result in a breach, default or termination (or give rise to any right of termination, cancellation or acceleration“Orders”) of the maturity of any payment date of any Governmental Entities, (b) except for applicable requirements of the obligations Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the Sellers under “HSR Act”), will not require any lawauthorization, statuteconsent, ruleapproval, regulation or any judgmentregistration, decree, order, governmental permit, license or order applicable to the Sellers or any of the terms, conditions or provisions of any mortgage, indenture, noteexemption, license, Contract permit, order or other instrument action by or obligation related notice, declaration or application to or filing with, nor expiration of any statutory waiting period of any Governmental Entity (including under any “plant closing” or similar Law), or (c) subject to obtaining the Sellers consents, and providing the notices, described in Section 4.3 of the Seller Disclosure Schedule, will not violate or to the Sellers's ability to consummate the transactions contemplated hereby conflict with, or thereby, except for such defaults constitute a default (or rights an event that, with notice or lapse of terminationtime, cancellation or accelerationboth, would constitute a default) as to which requisite waivers or consents have been obtained loss of a benefit under, or will not result in writing and provided to the Buyers; (iii) termination of, or accelerate the performance required by, or will not result in the creation of any Claims Lien upon the Transferred Assets any of the Sellers; assets (including the Acquired Assets) of, Sellers or (iv) require Shareholders or any of their Affiliates under, any term or provision of the consentcharter, waiver, authorization bylaws or approval similar organizational documents of any federal, state or local government or governmental department, agency, board, commission, bureau, instrumentality, or public or self-regulatory body or authority, such Sellers or of any other PersonContract or restriction of any kind or character (including anything that would constitute and Assumed Liability) to which any Seller or Shareholder or any of their Affiliates is a party or by which any Seller or Shareholder or any of their respective Affiliates, entity assets or organization. The Sellers will give any required notices to third parties, and the Sellers will obtain any third party consents required to properties may be obtained due to the consummation of the transactions contemplated herebybound or affected.

No Violation; Consents. Except as set forth on Subject to Seller obtaining consents referred to in Schedule 3.46.3, neither the execution execution, delivery and delivery performance by Seller of this Agreement or and the other Documents, Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby will not, with or thereby, nor without the performance giving of this Agreement notice or the other Documents and such other agreements in compliance with the terms and conditions hereof and thereof by the Sellers will: lapse of time, or both, (i) violate, conflict with or result in any breach a violation of the partnership agreement organizational documents that govern Seller, including its certificate or articles of the Sellers incorporation or bylaws; (ii) violate or require any trust agreementconsent, judgmentauthorization or approval of, decreeor exemption by or notice to any Government Authority, injunction, order, writor filing under any provision of any law, statute, rule or regulation relating to the Business or the Purchased Assets or to which Seller is subject; (iii) violate any judgment, order, writ or decree of any court relating to the Business or the Purchased Assets or applicable to the SellersSeller; (iiiv) violate, conflict with or result in the creation or imposition of any Lien or encumbrance on the Purchased Assets other than a breachPermitted Lien, (v) result in any breach of, or constitute a default or termination (under, or give rise to others any right rights of termination, amendment, acceleration or cancellation of, or acceleration) require any notice of the maturity of consent under, any payment date of any of the obligations of the Sellers under any lawBusiness Contract, statute, rule, regulation or any judgmentnote bond, decree, order, governmental permit, license or order applicable to the Sellers or any of the terms, conditions or provisions of any mortgage, indenture, noteagreement, license, Contract license or other instrument to which Seller is a party that would affect the Purchased Assets or obligation related to the Sellers or to the Sellers's ability to consummate the transactions contemplated hereby or therebyBusiness, except for such defaults (violations or rights of termination, cancellation or acceleration) breaches as to which requisite waivers or consents have been obtained in writing and provided to the Buyers; (iii) result in the creation of any Claims upon the Transferred Assets of the Sellers; except for such violations or breaches which do not constitute a Material Adverse Effect, or (ivvi) require the consent, waiver, authorization consent or approval of, filing with, or notice to any Person. Except as set forth in Schedule 6.3, no consent or waiver of any federalperson or entity is required in connection with the execution, state delivery and performance of this Agreement or local government or governmental department, agency, board, commission, bureau, instrumentality, or public or self-regulatory body or authority, or of any other Person, entity or organization. The Sellers will give any required notices to third parties, and the Sellers will obtain any third party consents required to be obtained due to the consummation of the transactions contemplated hereby, including consents or waivers from parties to the Contracts.

No Violation; Consents. Except as set forth on Schedule 3.4The execution, neither the execution delivery and delivery performance by Seller of this Agreement or and the other DocumentsAncillary Agreements, and the consummation of the transactions contemplated hereby and thereby will not (with or thereby, nor without the performance giving of this Agreement notice or the other Documents and such other agreements in compliance with the terms and conditions hereof and thereof by the Sellers will: lapse of time, or both) (i) violate any provision of the articles of incorporation, as amended, or bylaws of Seller or resolutions of Seller's board of directors or shareholders, (ii) cause Purchaser to become subject to, or become liable for the payment of any Tax, (iii) violate, conflict with require any consent, authorization or result in approval of, or exemption by, or filing under any breach provision of the partnership agreement of the Sellers or any trust agreement, judgment, decree, injunction, order, writlaw, statute, rule or regulation to which Seller, its business or the Purchased Assets are subject, (iv) violate any judgment, order, writ or decree of any court applicable to Seller, its business or the Sellers; Purchased Assets, (iiv) violateconflict with, conflict with or result in a breachbreach of, constitute a default under, or termination (accelerate or give rise to any right of termination, cancellation or acceleration) permit the acceleration of the maturity of performance required by, or require any payment date of any of the obligations of the Sellers consent, authorization or approval under any lawcontract, statute, rule, regulation agreement or any judgment, decree, order, governmental permit, license or order applicable instrument to the Sellers which Seller is a party or any of the terms, conditions Purchased Assets is bound or provisions of any mortgage, indenture, note, license, Contract or other instrument or obligation related to the Sellers or to the Sellers's ability to consummate the transactions contemplated hereby or thereby, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained in writing and provided to the Buyers; (iiivi) result in the creation or imposition of any Claims Encumbrance upon the Transferred Assets of Purchased Assets, which violation, conflict, breach, default, acceleration or Encumbrance, or the Sellers; failure to make or (iv) require the obtain such filing, consent, waiver, authorization or approval approval, with respect to the matters specified in clauses (iii) through (vi) could, individually or in the aggregate, reasonably be expected to have a material adverse effect on the condition (financial or other), business, earnings or prospects of any federal, state Seller or local government owning of the Purchased Assets (a "MATERIAL ADVERSE EFFECT") or governmental department, agency, board, commission, bureau, instrumentality, prevent or public or self-regulatory body or authority, or of any other Person, entity or organization. The Sellers will give any required notices to third parties, and the Sellers will obtain any third party consents required to be obtained due to delay the consummation of the transactions contemplated by this Agreement. Neither Seller nor any Shareholder is required to give any notice to or obtain any consent from any Person in connection with the execution or the consummation or performance of any of the transactions contemplated hereby.

No Violation; Consents. Except as set forth on Schedule 3.43.3, neither the execution and delivery of this Agreement or the other Documents, the consummation of the transactions contemplated hereby or thereby, nor the performance of this Agreement or the other Documents and such other agreements in compliance with the terms and conditions hereof and thereof by the Sellers each of Progressive Entities will: (i) violate, conflict with or result in any breach of the partnership agreement Articles of Incorporation, By-laws, Certificate of Formation or Operating Agreement of the Sellers Progressive Entities or any trust agreement, judgment, decree, injunction, order, writ, statute, rule or regulation applicable to the SellersProgressive Entities; (ii) violate, conflict with or result in a breach, default or termination (or give rise to any right of termination, cancellation or acceleration) of the maturity of any payment date of any of the obligations of the Sellers Progressive Entities under any law, statute, rule, regulation or any judgment, decree, order, governmental permit, license or order applicable to the Sellers Progressive Entities or any of the terms, conditions or provisions of any mortgage, indenture, note, license, Contract or other instrument or obligation related to the Sellers Progressive Entities or to the Sellers's ability of the Progressive Entities to consummate the transactions contemplated hereby or thereby, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained in writing and provided to the Buyers; (iii) result in the creation of any Claims upon the Transferred Assets of the SellersProgressive Entities; or (iv) require the consent, waiver, authorization or approval of any federal, state or local government or governmental department, agency, board, commission, bureau, instrumentality, or public or self-regulatory body or authority, Governmental Authority or of any other Person, entity or organization. The Sellers Each of the Progressive Entities will give any required notices to third parties, and the Sellers each Progressive Entity will obtain any third party consents required to be obtained due to the consummation of the transactions contemplated hereby.

No Violation; Consents. Except as set forth on Schedule 3.4The execution, neither the execution delivery and delivery performance by Loral of this Agreement or and the other DocumentsAmended and Restated Stockholders Agreement, compliance by Loral with the respective terms and provisions hereof and thereof and the consummation of the transactions contemplated hereby or thereby, nor the performance of this Agreement or the other Documents and such other agreements in compliance with the terms and conditions hereof and thereof by the Sellers will: thereby (i) violatewill not contravene any applicable provision of any law, conflict with or result in any breach of the partnership agreement of the Sellers or any trust agreementstatute, judgmentrule, decree, injunctionregulation, order, writ, statuteinjunction or decree of any court or governmental instrumentality to which Loral is bound except where such violation would not have a material adverse effect on its business, rule operations, prospects, properties or regulation applicable to the Sellers; condition (financial or otherwise), (ii) violate, will not conflict with or result in constitute a breachdefault under, default or termination (or give rise to any right of terminationtermination or acceleration under, cancellation any indenture, loan agreement, contract, lease or acceleration) of the maturity of any payment date of any of the obligations of the Sellers under any lawother agreement, statute, rule, regulation to which Loral is a party or any judgment, decree, order, governmental permit, license or order applicable to the Sellers by which it or any of the terms, conditions its property or provisions of any mortgage, indenture, note, license, Contract or other instrument or obligation related to the Sellers assets are bound or to the Sellers's ability to consummate the transactions contemplated hereby or therebywhich it may be subject, except for where such defaults conflict, default, termination or acceleration would not have a material adverse effect on its business, operations, prospects, properties or condition (financial or rights of terminationotherwise), cancellation or acceleration) as to which requisite waivers or consents have been obtained in writing and provided to the Buyers; (iii) result will not violate any provision of its certificate of incorporation or by-laws. Except for (A) registrations, filings and approvals under Federal or state securities laws or with any applicable national securities exchanges that will be required in connection with the creation performance of any Claims upon Article II of this Agreement, (B) filings required under the Transferred Assets of the Sellers; or HSR Act and (ivC) require the consentconsents, waiverauthorizations, authorization or approval of any federalorders, state or local government or governmental department, agency, board, commission, bureau, instrumentalityfilings, or public registrations the failure of which to obtain or self-regulatory body or authority, or of any other Person, entity or organization. The Sellers will give any required notices to third parties, and the Sellers will obtain any third party consents required to be obtained due to make would not have a material adverse effect on the consummation of the transactions contemplated herebyby this Agreement and the Amended and Restated Stockholders Agreement or the ability of Loral to perform its obligations hereunder and thereunder, no consent, authorization or order of, or filing or registration with, any court or governmental agency is required for the execution, delivery and performance of this Agreement or the Amended and Restated Stockholders Agreement.

No Violation; Consents. Except as set forth on Schedule 3.42.4, neither the execution and delivery of this Agreement or the other Documents, the consummation of the transactions contemplated hereby or thereby, nor the performance of this Agreement or the other Documents and such other agreements in compliance with the terms and conditions hereof and thereof by the Sellers Corporation will: (i) violate, conflict with violate or result in any breach of the partnership agreement of the Sellers or any trust agreement, Articles of Incorporation, Bylaws, judgment, decree, injunction, order, writ, statute, rule statute or regulation applicable to the SellersCorporation; (ii) violate, conflict with violate or result in a breach, default or termination (or give rise to any right of termination, cancellation or acceleration) acceleration of the maturity of any payment date of any of the material obligations of the Sellers Corporation or increase or otherwise affect the obligations of the Corporation under any law, statute, rule, regulation or any judgment, decree, order, governmental permit, license or order applicable to the Sellers or any of the terms, conditions or provisions of any material mortgage, indenture, note, license, Contract agreement or other instrument or obligation related to (x) the Sellers Corporation or to (y) the SellersCorporation's ability to consummate the transactions contemplated hereby or thereby, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained in writing and provided to the BuyersBuyer; (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Corporation; (iv) result in the creation of any Claims claims, charges, liens, contracts, rights, options, security interests, mortgages, encumbrances or restrictions whatsoever (collectively, the "Claims") upon the Transferred Assets assets of the SellersCorporation; or (ivv) require the consent, waiver, authorization or approval of any federal, state or local government or governmental department, agency, board, commission, bureau, instrumentality, or public or self-self regulatory body or authority, or of any other Person, entity or organization. The Sellers Corporation will give any required notices to third parties, and the Sellers Corporation will obtain any third party consents required to be obtained due to the consummation of the transactions contemplated hereby.

No Violation; Consents. Except as set forth on Schedule 3.4Assuming receipt of the consents, neither approvals and authorizations specifically contemplated by the next sentence, the execution and delivery of the Agreement by USAB does not, and the consummation by USAB of the AP A will not: (i) violate or conflict with or result in any breach of any provision ofUSAB's certificate of incorporation or by-laws; (ii) violate or conflict with or constitute a breach or default (or an event that, with notice or lapse of time, or both, would become a breach or default) under or will result in the termination of, or accelerate the performance required by, or result in the creation of any Lien upon any of the assets under, any material Contract to which USAB is a party or by which its assets or properties may be bound or affected; or (iii) violate any Law applicable to USAB, excluding from the foregoing clauses (ii) and (iii) such defaults, rights and violations which, in the aggregate, are not reasonably expected to have a material adverse effect on USAB's ability to perform its obligations under this Agreement or to consummate the AP A. Except for the consents required under the AP A Filing, the USAB Requisite Vote (including applicable securities laws), as set forth on USAB's Due Diligence Schedules, and the applicable requirements of the HSR Act, no Governmental Approval or consent, approval, authorization or action .by, notice to, or filing with any other Person is required in connection with the execution, delivery and performance of this Agreement, the other Documents, documents and instruments to be executed and delivered by USAB pursuant hereto or the consummation by USAB of the transactions contemplated hereby or thereby, nor except where the performance of failure to obtain such Governmental Approvals or other consents, approvals, authorizations or actions, to give such notices or to make such filings is not reasonably expected to have a material adverse effect on the ability ofUSAB to perform its obligations under this Agreement or the other Documents and such other agreements in compliance with the terms and conditions hereof and thereof by the Sellers will: (i) violate, conflict with or result in any breach of the partnership agreement of the Sellers or any trust agreement, judgment, decree, injunction, order, writ, statute, rule or regulation applicable to the Sellers; (ii) violate, conflict with or result in a breach, default or termination (or give rise to any right of termination, cancellation or acceleration) of the maturity of any payment date of any of the obligations of the Sellers under any law, statute, rule, regulation or any judgment, decree, order, governmental permit, license or order applicable to the Sellers or any of the terms, conditions or provisions of any mortgage, indenture, note, license, Contract or other instrument or obligation related to the Sellers or to the Sellers's ability to consummate the transactions contemplated hereby or thereby, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained in writing and provided to the Buyers; (iii) result in the creation of any Claims upon the Transferred Assets of the Sellers; or (iv) require the consent, waiver, authorization or approval of any federal, state or local government or governmental department, agency, board, commission, bureau, instrumentality, or public or self-regulatory body or authority, or of any other Person, entity or organization. The Sellers will give any required notices to third parties, and the Sellers will obtain any third party consents required to be obtained due to the consummation of the transactions contemplated hereby.AP A.

No Violation; Consents. Except as set forth on Schedule 3.4(a) Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in the following paragraph, neither the execution and delivery by such Purchaser of this Agreement or and the other DocumentsRegistration Rights Agreement, nor the purchase by such Purchaser of the Preferred Stock nor the consummation by such Purchaser of the transactions contemplated hereby or thereby, nor the performance of this Agreement or the other Documents and such other agreements in compliance with the terms and conditions hereof and thereof by the Sellers will: thereby will (i) violateconflict with, conflict with or result in any breach of the partnership agreement of the Sellers or any trust agreement, judgment, decree, injunction, order, writ, statute, rule or regulation applicable to the Sellers; (ii) violate, conflict with violate or result in a breachbreach of the agreement of limited partnership or other governing documents of such Purchaser, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or termination (or give rise to any right of termination, cancellation or acceleration) of the maturity of any payment date of any of the obligations of the Sellers under any lawacceleration under, statute, rule, regulation or any judgment, decree, order, governmental permit, license or order applicable to the Sellers or any of the terms, conditions or provisions of any mortgage, indenture, note, license, Contract or other instrument or obligation related to the Sellers or to the Sellers's ability to consummate the transactions contemplated hereby or thereby, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained in writing and provided to the Buyers; (iii) result in the creation of any Claims upon the Transferred Assets Lien on or against any of the Sellers; properties of such Purchaser pursuant to, any of the terms or conditions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which such Purchaser is a party or by which it or any of its properties or assets may be bound, or (iviii) require the consentviolate any statute, waiverlaw, authorization rule, regulation, writ, injunction, judgment, order or approval decree of any federalGovernmental Entity, state binding on such Purchaser or local government any of its properties or governmental departmentassets, agencyexcluding from the foregoing clause (ii) violations, boardbreaches and defaults that individually or in the aggregate, commission, bureau, instrumentality, would not prevent or public materially delay consummation of or self-regulatory body or authority, or of any other Person, entity or organization. The Sellers will give any required notices to third parties, and the Sellers will obtain any third party consents required to be obtained due to the consummation justify recission of the transactions contemplated hereby. (b) Except for the filing of a Registration Statement for the resale of the Common Stock contemplated by the Registration Rights Agreement, no filing, consent, approval, permit, authorization, notice, registration or other action of or with any Governmental Entity is required to be made or obtained by or with respect to such Purchaser in connection with the execution and delivery of this Agreement and the Registration Rights Agreement, the purchase of the Preferred Stock or the consummation by such Purchaser of the transactions contemplated hereby and thereby. 4.3.

No Violation; Consents. Except as set forth on Schedule 3.42.3, neither the execution and delivery of this Agreement or the other Documents, the consummation of the transactions contemplated hereby or thereby, nor the performance of this Agreement or the other Documents and such other agreements in compliance with the terms and conditions hereof and thereof by the Sellers will: Seller will (i) violate, conflict with or result in any breach of the partnership agreement of the Sellers or any trust agreement, Articles of Incorporation, Bylaws, judgment, decree, injunction, order, writ, statute, rule statute or regulation applicable to the Sellers; Seller, (ii) violate, conflict with or result in a breach, default or termination (or give rise to any right of termination, cancellation or acceleration) acceleration of the maturity of any payment date of any of the obligations of the Sellers Seller or increase or otherwise affect the obligations of the Seller under any law, statute, rule, regulation or any judgment, decree, order, governmental permit, license or order applicable to the Sellers or any of the terms, conditions or provisions of any mortgage, indenture, note, license, Contract agreement or other instrument or obligation related to the Sellers Seller or to the SellersSeller's ability to consummate the transactions contemplated hereby or thereby, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained in writing and provided to the Buyers; Buyer, (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller, (iv) result in the creation of any Claims upon the Transferred Assets of the Sellers; Assets, or (ivv) require the consent, waiver, authorization or approval of any federal, state or local government or governmental department, agency, board, commission, bureau, bureau or instrumentality, or public or self-regulatory body or authority, authority or of any other Person, entity or organization. The Sellers Seller will give any required notices to third parties, and the Sellers Seller and the Stockholders will each use their best efforts to obtain any third party consents that Buyer may request in connection with the matters pertaining to the Seller or Stockholders disclosed or required to be obtained due to the consummation of the transactions contemplated herebydisclosed by this Agreement.

No Violation; Consents. Except as set forth on Schedule 3.44.4, neither the execution and delivery of this Agreement or the Exhibits and the Schedules hereto and the other documents and instruments contemplated hereby (the "Documents"), the consummation of the transactions contemplated hereby or therebyhereby, nor the performance of this Agreement or the other Documents and such other agreements in compliance with the terms and conditions hereof and thereof by the Sellers Corporation will: (i) violate, conflict with or result in any breach of the partnership agreement Articles of Incorporation or By-laws of the Sellers Corporation or any trust agreement, judgment, decree, injunction, order, writ, statute, rule or regulation applicable to the SellersCorporation; (ii) violate, conflict with or result in a breach, default or termination (or give rise to any right of termination, cancellation or acceleration) of the maturity of any payment date of any of the obligations of the Sellers Corporation under any law, statute, rule, regulation or any judgment, decree, order, governmental permit, license or order applicable to the Sellers Corporation or any of the terms, conditions or provisions of any mortgage, indenture, note, license, Contract or other instrument or obligation related to the Sellers Corporation or to the SellersCorporation's ability to consummate the transactions contemplated hereby or thereby, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained in writing and provided to the BuyersBuyer; (iii) result in the creation of any Claims upon the Transferred Assets of the Sellers; or (iv) require the consent, waiver, authorization or approval of any federal, state or local government or governmental department, agency, board, commission, bureau, instrumentality, or public or self-regulatory body or authority, Governmental Authority or of any other Person, entity or organization. The Sellers Corporation will give any required notices to third parties, and the Sellers Corporation will obtain any third party consents required to be obtained due to the consummation of the transactions contemplated hereby.

No Violation; Consents. Except as set forth on Schedule 3.44.4, neither the execution and delivery of this Agreement or the Exhibits and the Schedules hereto and the other documents and instruments contemplated hereby (the "Documents"), the consummation of the transactions contemplated hereby or therebyhereby, nor the performance of this Agreement or the other Documents and such other agreements in compliance with the terms and conditions hereof and thereof by the Sellers LLC will: (i) violate, conflict with or result in any breach of the partnership agreement Articles of Formation or the Operating Agreement of the Sellers LLC or any trust agreement, judgment, decree, injunction, order, writ, statute, rule or regulation applicable to the SellersLLC; (ii) violate, conflict with or result in a breach, default or termination (or give rise to any right of termination, cancellation or acceleration) of the maturity of any payment date of any of the obligations of the Sellers LLC under any law, statute, rule, regulation or any judgment, decree, order, governmental permit, license or order applicable to the Sellers LLC or any of the terms, conditions or provisions of any mortgage, indenture, note, license, Contract or other instrument or obligation related to the Sellers LLC or to the SellersLLC's ability to consummate the transactions contemplated hereby or thereby, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained in writing and provided to the Buyers; (iii) result in the creation of any Claims upon the Transferred Assets of the SellersStaffMark; or (iviii) require the consent, waiver, authorization or authorization, approval of or filing with any federal, state or local government or governmental department, agency, board, commission, bureau, instrumentality, or public or self-regulatory body or authority, Governmental Authority or of any other Person, entity or organization. The Sellers LLC will give any required notices to third parties, and the Sellers LLC will obtain any third party consents required to be obtained due to the consummation of the transactions contemplated hereby.

No Violation; Consents. Except as set forth on Schedule 3.4, neither the (a) The execution and delivery of this Agreement or by the other DocumentsCompany do not, and the consummation by the Company of the transactions contemplated hereby or thereby, nor the performance of this Agreement or the other Documents and such other agreements in compliance with the terms and conditions hereof and thereof by the Sellers will: will not (i) violate, conflict with or result in any breach violate the certificate of incorporation and bylaws of the partnership agreement Company or the comparable organizational documents of the Sellers or any trust agreementof its Subsidiaries, judgment, decree, injunction, order, writ, statute, rule or regulation applicable to the Sellers; (ii) violateconstitute a breach or violation of, conflict a default (or an event which, with notice or result in lapse of time or both, would constitute such a breachdefault) under, default or termination (require consent under, or give rise to any a right of termination, cancellation cancellation, creation or acceleration) of the maturity acceleration of any obligation, payment date of any of the obligations of the Sellers under any lawconsent or similar fee, statute, rule, regulation or any judgment, decree, order, governmental permit, license or order applicable to the Sellers or any of the terms, conditions or provisions of any mortgage, indenture, note, license, Contract or other instrument or obligation related to the Sellers or to the Sellers's ability to consummate the transactions contemplated hereby loss of any benefit under, or thereby, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained in writing and provided to the Buyers; (iii) result in the creation of any Claims Lien upon the Transferred Assets any of the Sellers; properties or assets of the Company or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan or credit agreement, note, bond, lease or other agreement, including any Material Contract (ivas defined in Section 3.12(a)), instrument or Permit (as defined in Section 3.6(b)) require to which the consentCompany or any of its Subsidiaries is a party or by which any of them or any of their respective properties are bound or subject, waiver(iii) (assuming that the consents and approvals referred to in Section 3.5(b) are duly and timely made or obtained and that, authorization to the extent required by applicable Law, the adoption of this Agreement by the Company Required Vote is obtained) conflict with or approval violate any Law or any order, judgment, decree or injunction of any federal, state or local government or foreign government, any court, administrative, regulatory or other governmental department, agency, boardcommission or authority or any non-governmental United States or foreign self-regulatory agency, commission, bureau, instrumentality, or public or self-regulatory body or authority, or of any other Personbody, entity or organization. The Sellers will give authority or any required notices arbitral tribunal (each, a “Governmental Entity”) directed to third partiesthe Company or any of its Subsidiaries or any of their properties, except, in the case of clause (ii) or (iii), for such conflicts, breaches, violations, consent requirements, terminations, obligations, fees, loss of benefits, defaults or Liens, that have not had, and could not reasonably be expected to have, individually or in the Sellers will obtain any third party consents required to be obtained due to the consummation of the transactions contemplated herebyaggregate, a Material Adverse Effect.

No Violation; Consents. Except as set forth on Schedule 3.4SCHEDULE 4.3, neither the execution execution, ---------------------- delivery and delivery performance of this Agreement or and the other DocumentsSeller Ancillary Agreements by Seller do not, and the consummation of the transactions contemplated hereby or thereby, nor the performance of this Agreement or the other Documents and such other agreements in thereby and compliance with the terms and conditions hereof and thereof by the Sellers willwill not: (ia) violateviolate any law, conflict with or result in any breach of the partnership agreement of the Sellers or any trust agreementjudgement, judgmentorder, decree, injunction, orderdemand, writassessment, statute, ordinance, rule or regulation applicable ("Governmental Rule") that is applicable; (b) conflict with any provision of Seller's Certificate of Incorporation or Bylaws; (c) with respect to the Sellers; assignment or transfer of any Acquired Contract, require (i) any registration, filing, authorization, application, notice, consent, approval, or waiver or (ii) violate, conflict with or result in a breach, default or termination (or give rise the payment of any compensation to any right of terminationlicensor under a License Agreement or to any other Person not party to this Agreement ((i) and (ii) collectively, cancellation or accelerationthe "Required Contract Consents"); (d) of the maturity of with respect to any payment date of Permit, require any of the obligations of the Sellers under any lawregistration, statutefiling, ruleauthorization, regulation or any judgmentapplication, decreenotice, consent, approval, order, governmental permitqualification or waiver (collectively, license the "Required Permit Consents"); or order applicable (e) otherwise require any registration, filing, authorization, application, notice, consent, approval, or waiver. There is no proceeding pending or, to the Sellers knowledge of Seller, threatened against Seller or any of the termsits Affiliates at law or in equity, conditions or provisions of before any mortgageGovernmental Entity, indenturewhich might prohibit, note, license, Contract interfere with or other instrument or obligation related to the Sellers or to the Sellersdelay Seller's ability to consummate the transactions contemplated hereby by this Agreement or thereby, except the Ancillary Agreements. Seller shall be able to fully satisfy its duties and obligations with respect to Required Consent Contracts and Required Consent Permits set forth in SECTION 2.5. SCHEDULE 4.3 also describes any request or demand for such defaults the payment of compensation (including the sum involved) for the transfer or rights assignment of termination, cancellation a Contract pursuant to this Agreement of which Seller has actual knowledge on or acceleration) as to which requisite waivers or consents have been obtained in writing and provided prior to the Buyers; (iii) result in the creation of any Claims upon the Transferred Assets of the Sellers; or (iv) require the consent, waiver, authorization or approval of any federal, state or local government or governmental department, agency, board, commission, bureau, instrumentality, or public or self-regulatory body or authority, or of any other Person, entity or organization. The Sellers will give any required notices to third parties, and the Sellers will obtain any third party consents required to be obtained due to the consummation of the transactions contemplated herebyClosing Date.