No Violation; Third Party Consents. Assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 5.4 hereto have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 5.4 hereto have been made, and except as set forth in Schedule 5.3 hereto, the execution and delivery by the Purchaser of this Agreement and the Operative Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder, the consummation by the Purchaser of the transactions contemplated hereby and thereby, and the assumption and performance of the Assumed Liabilities, will not conflict with or violate, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, give rise to any right of termination, amendment, modification, acceleration or cancellation of any obligation or loss of any benefit under, result in the creation of any Encumbrance other than a Permitted Encumbrance on any of the assets or properties of the Purchaser pursuant to, or require the Purchaser to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result or under, the terms or provisions of (i) the certificate of incorporation and by-laws of the Purchaser, (ii) any Contract to which the Purchaser is a party or is bound, or (iii) any Law applicable to the Purchaser, or any Governmental Order issued by a Governmental Authority by which the Purchaser is in any way bound or obligated, except, in the case of clauses (ii) and (iii) of this Section 5.3, as would not have a material adverse effect on the ability of the Purchaser to perform its obligations under this Agreement and the Operative Agreements to which it is a party, to assume and perform the Assumed Liabilities or to consummate on a timely basis the transactions contemplated hereby or thereby.
No Violation; Third Party Consents. Assuming that all consents, waivers, approvals, orders and authorizations described in Section 4.6 and those set forth on Schedule 4.6 have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authority described in Section 4.6 have been made, and except as set forth on Schedule 4.5, the execution and delivery by the Company, as applicable, of this Agreement and the Transaction Agreements to which the Company is a party, the performance by the Company of its obligations hereunder and thereunder, and the consummation by the Company of the Transaction, do not and will not conflict with or violate, result in a breach of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination cancellation, amendment or acceleration of, or result in the creation of an Encumbrance (other than a Permitted Encumbrance) on any asset of an Acquired Company that is material to the Business taken as a whole or any Company Subsidiary under, the terms and provisions of (a) the Organizational Documents of the Company or any Company Subsidiary, (b) any Contract, (c) any Real Property Lease or (d) any Law applicable to the Business or by which any of the Acquired Companies or any of their respective properties are bound, or any Governmental Order issued by a Governmental Authority by which the Company is bound or obligated, except, in the case of clauses (b), (c) and (d) of this Section 4.5, as would not, individually or in the aggregate, have a Material Adverse Effect.
No Violation; Third Party Consents. Assuming that all consents, waivers, approvals, orders and authorizations described in Section 5.4 have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities described in Section 5.4 have been made, and, except as set forth on Schedule 5.3, the execution and delivery by Parent and Merger Sub of this Agreement and the Transaction Agreements to which it is a party, the performance by Parent and Merger Sub of their respective obligations hereunder and thereunder, and the consummation by Parent and Merger Sub of the Transaction, will not conflict with or violate, result in a breach of or constitute a default (with or without notice) under, give rise to any right of termination or cancellation under the terms or provisions of (a) the Organizational Documents of Parent or Merger Sub, (b) any material Contract to which Parent or Merger Sub is a party or is bound, or (c) any Law applicable to Parent or Merger Sub, or any Governmental Order issued by a Governmental Authority by which Parent or Merger Sub is in any way bound or obligated, except in the case of clauses (b) and (c) of this Section 5.3, as would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Merger Sub to perform its obligations under this Agreement and the Transaction Agreements to which each is a party or to consummate on a timely basis the Transaction.
No Violation; Third Party Consents. Assuming that all consents, waivers, approvals, orders and authorizations described in Section 4.4 have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities described in Section 4.4 have been made, and, except as set forth in Schedule 4.3, the execution and delivery by the Sellers of this Agreement and the Operative Agreements, the performance by the Sellers of their obligations hereunder and thereunder, and the consummation by the Sellers of the transactions contemplated hereby and thereby, will not conflict with or violate, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, give rise to any right of termination, payment, amendment, modification, acceleration or cancellation of any obligation or loss of any benefit under, result in the creation of any Encumbrance other than a Permitted Encumbrance on any of the Station Assets pursuant to, or require the Sellers to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result or under, the terms and provisions of (i) Sellers’ Organizational Documents, (ii) any Material Business Contract, or (iii) any Law applicable to any Seller or any of the Station Assets, or any Governmental Order issued by a Governmental Authority by which any Seller or any of the Station Assets is in any way bound or obligated, except, in the case of clause (iii) of this Section 4.3, as would not reasonably be expected to have a Material Adverse Effect.
No Violation; Third Party Consents. Assuming the receipt of all necessary approvals of the Bankruptcy Court and assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedule 6.3.1 have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities set forth in Schedule 6.3.2 have been made, the execution and delivery by such Seller of this Agreement and the ancillary agreements contemplated hereunder, the performance by such Seller of its obligations hereunder and thereunder, and the consummation by such Seller of the transactions contemplated hereby and thereby, will not conflict with or violate, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, give rise to any right of termination, amendment, modification, acceleration or cancellation of any obligation or loss of any benefit under, result in the creation of any Encumbrance on any of the Purchased Assets pursuant to, or require such Seller to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result of or under, the terms and provisions of
No Violation; Third Party Consents. Assuming that all consents, waivers, approvals, orders and authorizations described in Section 4.4 and those set forth on Schedule 4.3 have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authority described in Section 4.4 have been made, and, except as set forth on Schedule 4.3, the execution and delivery Buyer of this Agreement and the Transaction Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the Transaction, will not require the consent or waiver of any third party and will not conflict with or violate, result in a breach of or constitute a default (with or without notice or lapse of time, or both) under, give rise to any right of termination, cancellation or acceleration under, the terms or provisions of (a) the Organizational Documents of Buyer, (b) any Contract to which Buyer is a party or is bound, or (c) any Law applicable to Buyer, or any Governmental Order issued by a Governmental Authority by which Buyer is in any way bound or obligated, except, in the case of clauses (b) and (c) of this Section 4.3, as would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect.
No Violation; Third Party Consents. Except as set forth in Schedule 4.3 ---------------------------------- ------------ hereto, the execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder, and the consummation by the Company of the transactions contemplated hereby, will not conflict with or violate in any material respect, constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a material default) under, give rise to any right of termination, amendment, modification, acceleration or cancellation of any material obligation or loss of any material benefit under, result in the creation of any Encumbrance other than a Permitted Encumbrance on any of the assets of the Company pursuant to, or require the Company to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result or under, the terms and provisions of (i) the Company Articles of Incorporation or the Company Bylaws, (ii) any Contract to which the Company is a party or is bound, or (iii) any Law applicable to the Company, or any Governmental Order issued by a Governmental Authority by which the Company is in any way bound or obligated, except, in the case of clauses (ii) and (iii) of this Section 4.3, as would not, ----------- in any individual case, have a Material Adverse Effect.
No Violation; Third Party Consents. (a) Assuming that all consents, waivers, approvals, orders and authorizations described in Section 5.4 have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities described in Section 5.4 have been made, the execution and delivery by each of Buyers of the Transaction Agreements to which it is a party, the performance by it of its obligations hereunder and thereunder, the consummation by it of the Transactions, will not conflict with or violate, result in a breach, constitute a default (with or without notice or lapse of time, or both) under, give rise to any right of termination or cancellation under, the terms or provisions of (a) its Organizational Documents, (b) any material Contract to which it is a party or is bound, or (c) any applicable Law. 5.4
No Violation; Third Party Consents. Except as set forth on Schedule 3.3 and Section 3.4, the execution and delivery by Seller of this Agreement and the Transaction Agreements to which Seller and each of the Selling Subsidiaries is a party, the performance by Seller and each of the Selling Subsidiaries of their obligations hereunder and thereunder, as applicable, and the consummation by Seller and each of the Selling Subsidiaries of the Transaction, will not conflict with, contravene or violate, result in a breach of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, amendment, acceleration or cancellation under, the terms and provisions of (a) Seller or any of the Selling Subsidiaries’ Organizational Documents, (b) any Material Contract, (c) any Law applicable to the ITO Business or any Governmental Order issued by a Governmental Authority by which Seller or any of the Selling Subsidiaries are bound or obligated, (d) result in the creation or imposition of any Encumbrances (other than Permitted Encumbrances) on any assets or properties of Seller and the Selling Subsidiaries (including the Purchased Assets) relatedmaterial to the ITO Business, or (e) except as set forth on Schedule 3.3(e), require a consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with respect to the transfer of the Purchased Assets; except, in the case of clauses (b) and (c) of this Section 3.3, as would not have a Material Adverse Effect.
No Violation; Third Party Consents. (a) Assuming that all consents, waivers, approvals, orders and authorizations set forth in Schedules 4.3(a) and 4.4 have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authority described in Section 4.4 have been made, the execution and delivery by each of PCB Business Assets Sellers, CIT and CTL of the Transaction Agreements to which it is or will be a party, the performance by it of its obligations hereunder and thereunder, and the consummation by it of the Transactions, will not conflict with or violate, result in a breach of, constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination or cancellation under, the terms and provisions of (a) its Organizational Documents, (b) any Material Contract or any material Contract to which any Seller is a party or bound, or (c) any applicable Law. (b) Except as provided for in Section 4.4 and except as provided in Schedule 4.3(b), no consent, approval, authorization, filing or qualification of any third party is required for the consumption by Sellers of the CIT Equity Transfer, the CTL Equity Transfer, the transfer of the Camtek IP Transferred to PCB Business, the granting license to CIT, PCHK2 and their Subsidiaries to use the Licensed Camtek TTL or the Camtek IP Licensed to PCB Business or the transfer of any other PCB Business Assets, which are contemplated by the Transaction Agreements. 4.4
