Common use of No Violation to Result Clause in Contracts

No Violation to Result. Except as set forth on Schedule 5.3, the execution, delivery and performance by the Buyer of this Agreement and the other documents contemplated hereby and the consummation by the Buyer of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (a) violate, breach, conflict with, constitute a default under or accelerate or permit the acceleration of the performance required by (i) any of the terms of the articles of incorporation or bylaws of the Buyer or any resolution adopted by the board of directors of the Buyer or stockholders of the Buyer, (ii) any contract to which the Buyer is a party or by which it or its assets are bound or (iii) any Law or other legal requirement of any Governmental Authority applicable to the Buyer; (b) give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (c) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the properties or assets of the Buyer. Other than as set forth on Schedule 5.3 or as otherwise expressly set forth herein, no notice to, filing with, or consent of, any Person is necessary in connection with the execution, delivery or performance by the Buyer of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer of the transactions contemplated hereby or thereby.

No Violation to Result. Except as set forth on Schedule 5.34.2, the execution, delivery and performance by the Buyer each Seller of this Agreement and the other documents contemplated hereby and the consummation by the Buyer each Seller of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (ai) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by any (ix) any of the terms of the articles of incorporation contract or bylaws of the Buyer or any resolution adopted by the board of directors of the Buyer or stockholders of the Buyer, (ii) any contract Encumbrance to which the Buyer such Seller is a party or by which it or its assets are is bound or (iiiy) any Law Law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Governmental Government Authority applicable to the Buyersuch Seller; (bii) give any Governmental Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (ciii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any Shares or any of the properties or assets of the BuyerCompany. Other than as set forth on Schedule 5.3 3.3 or as otherwise expressly set forth herein4.2, no notice to, filing with, or consent of, any Person is necessary in connection with with, nor is any “change of control” provision triggered by, the approval, adoption, execution, delivery or performance by the Buyer each Seller of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer such Seller of the transactions contemplated hereby or thereby. Each Seller has given all notices, made all filings and obtained all consents set forth on Schedule 4.2 or will have done so prior to Closing.

No Violation to Result. Except as set forth on Schedule 5.3, the execution, delivery and performance by the Buyer each of Parent and Merger Sub of this Agreement and the other documents contemplated hereby and the consummation by the Buyer each of Parent and Merger Sub of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (ai) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by by, (ix) any of the terms of the articles certificate of incorporation or bylaws of the Buyer either Parent or Merger Sub or any resolution adopted by the board of directors of the Buyer Parent or Merger Sub or stockholders of the BuyerParent or Merger Sub, or (iiy) any contract Contract or encumbrance to which the Buyer Parent or Merger Sub is a party or by which it or its assets are bound is bound; or (iiiz) any Law law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Governmental Government Authority applicable to the BuyerParent or Merger Sub; (bii) give any Governmental Authority or other Person the right to challenge declare a default, exercise any remedy or accelerate the performance or maturity under any such Contract to which Parent or any of the transactions contemplated by this Agreementits Affiliates is a party, or cancel, terminate or modify any such Contract; or (ciii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person Person, upon any of the properties or assets of the BuyerParent or Merger Sub. Other than as set forth on Schedule 5.3 or as otherwise expressly set forth herein, no notice to, filing with, or consent of, any Person is necessary in connection with the execution, delivery or performance by the Buyer Parent or Merger Sub of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer Parent or Merger Sub of the transactions contemplated hereby or thereby.

No Violation to Result. Except as set forth on Schedule 5.3, the The execution, delivery and performance by the Buyer Company of this Agreement and the other documents contemplated hereby and the consummation by the Buyer Company of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (ai) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (i) any of the terms of the articles of incorporation or bylaws of the Buyer note, debt instrument, security agreement, mortgage or any resolution adopted by the board of directors of the Buyer or stockholders of the Buyer, (ii) any other contract to which the Buyer Company is a party or by which it or its assets are Company is bound or (iii) any Law material law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Governmental Authority government authority applicable to the BuyerCompany; (bii) give any Governmental Authority government authority or other Person person the right to challenge any of the transactions contemplated by this Agreement; or (ciii) result in the creation or imposition of any Encumbranceencumbrance, lien, or claim, or the possibility of Encumbranceany encumbrance, lien or claim, or restriction in favor of any Person person upon the Shares or any of the properties or assets of Company. Except for a current report on Form 8-K under the Buyer. Other than as set forth on Schedule 5.3 or as otherwise expressly set forth herein1934 Act, no notice to, filing with, or consent of, any Person person is necessary in connection with with, nor is any “change of control” provision triggered by, the execution, delivery or performance by the Buyer Company of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer Company of the transactions contemplated hereby or thereby. Company has given all notices, made all filings (other than a current report on Form 8-K) and obtained all consents necessary for the consummation of the transactions contemplated herein.

No Violation to Result. Except as set forth on Schedule 5.34.3, the execution, delivery and performance by the Buyer each Seller of this Agreement and the other documents contemplated hereby and the consummation by the Buyer each Seller of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (ai) (x) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (i) any of the terms of the articles of incorporation or bylaws of the Buyer note, debt instrument, security agreement, mortgage or any resolution adopted by the board of directors of the Buyer or stockholders of the Buyer, (ii) any other contract to which the Buyer such Seller is a party or by which it is bound, except with respect to any violations, breaches, defaults, or its assets accelerations that are bound immaterial in the aggregate, (y) with respect to any Seller that is a trust, any of the terms of such trust’s trust agreement or other formation documents, or (iiiz) any Law law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Governmental Government Authority applicable to the Buyersuch Seller; (bii) give any Governmental Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (ciii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the Shares or any of the properties or assets of the BuyerCompany or any Subsidiary. Other than as set forth on Schedule 5.3 or as otherwise expressly set forth herein4.3, no notice to, filing with, or consent of, any Person is necessary in connection with the execution, delivery or performance by the Buyer each Seller of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer such Seller of the transactions contemplated hereby or thereby. Each Seller has given all notices, made all filings and obtained all consents set forth on Schedule 4.3 or will have done so prior to Closing.

No Violation to Result. Except as set forth on Schedule 5.33.3, the execution, delivery and performance by the Buyer Company of this Agreement and the other documents contemplated hereby and the consummation by the Buyer Company of the transactions contemplated hereby and therebythereby and the fulfillment by the Company of the terms hereof and thereof: (i) are not in violation or breach of, do not and will not, directly or indirectly (conflict with or without notice or lapse of time, or both): (a) violate, breach, conflict with, constitute a default under or under, and shall not accelerate or permit the acceleration of the performance required by (i) by, any of the terms of the articles Certificate of incorporation or bylaws Incorporation of the Buyer Company or any resolution adopted by the board of directors of the Buyer note, debt instrument, security agreement, mortgage or stockholders of the Buyerany other contract or agreement, (ii) any contract written or oral, to which the Buyer Company or any Subsidiary is a party or by which it is bound; (ii) shall not be an event which, after notice or its assets are bound lapse of time or both, will result in any such violation, breach, conflict, default, or acceleration; (iii) to the Company's Knowledge, shall not result in a violation under any Law law, judgment, decree, order, rule, regulation, permit or other legal requirement of any Governmental Government Authority applicable to the BuyerCompany or any Subsidiary; and (biv) give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (c) shall not result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon the Shares acquired by the Investor or any of the properties or assets of the BuyerCompany or any Subsidiary. Other than as set forth on Schedule 5.3 or as otherwise expressly set forth herein3.3, no notice to, filing with, or consent of, any Person is necessary in connection with for the execution, delivery or performance by the Buyer Company of this Agreement and the other documents contemplated hereby nor or the consummation by the Buyer Company of the transactions contemplated hereby or thereby. The Company has given all notices, made all filings and obtained all consents set forth on Schedule 3.3, including without limitation any consents required from financial institutions.

No Violation to Result. Except as set forth on Schedule 5.34.2, the execution, delivery and performance by the Buyer such Seller of this Agreement and the other documents contemplated hereby and the consummation by the Buyer such Seller of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (ai) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by any (ix) any of the terms of the articles of incorporation or bylaws of the Buyer note, debt instrument, security agreement, mortgage or any resolution adopted by the board of directors of the Buyer or stockholders of the Buyer, (ii) any other contract to which the Buyer such Seller is a party or by which it or its assets are is bound or (iiiy) any Law Law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Governmental Government Authority applicable to the Buyersuch Seller; (bii) give any Governmental Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (ciii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the Shares or, except for any Permitted Encumbrance, any of the properties or assets of the BuyerCompany, except with respect to Section 4.2(i)(x) above any such violations, breaches, conflicts, defaults or acceleration as are immaterial. Other than as set forth on Schedule 5.3 3.3 or as otherwise expressly set forth herein4.2, no notice to, filing with, or consent of, any Person is necessary in connection with with, nor is any “change of control” provision triggered by, the execution, delivery or performance by the Buyer such Seller of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer such Seller of the transactions contemplated hereby or thereby.

No Violation to Result. Except as set forth on Schedule 5.34.3, the execution, delivery and performance by the Buyer each Seller of this Agreement and the other documents contemplated hereby and the consummation by the Buyer each Seller of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (ai) (x) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (i) any of the terms of the articles of incorporation note, bond, mortgage, contract, license, lease or bylaws of the Buyer other agreement or any resolution adopted by the board of directors of the Buyer arrangement, oral or stockholders of the Buyerwritten, (ii) any contract to which the Buyer such Seller is a party or by which it such Seller or its such Seller’s assets are bound bound, (y) with respect to any Seller that is a trust, any of the terms of such trust’s trust agreement or other formation documents, or (iiiz) any Law or other legal requirement of any Governmental Government Authority applicable to the Buyersuch Seller; (bii) give any Governmental Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (ciii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the Shares or any of the properties or assets of the BuyerCompany. Other than as set forth on Schedule 5.3 or as otherwise expressly set forth herein4.3, no notice to, filing with, or consent of, any Person is necessary in connection with with, nor is any “change of control” provision triggered by, the authorization, approval, execution, delivery or performance by the Buyer each Seller of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer such Seller of the transactions contemplated hereby or thereby. Each Seller has given all notices, made all filings and obtained all consents set forth on Schedule 4.3 or will have done so prior to Closing.

No Violation to Result. Except as set forth on Schedule 5.34.2, the execution, delivery and performance by the Buyer Stockholder of this Agreement and the other documents contemplated hereby and the consummation by the Buyer Stockholder of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time, time or both): (a) (i) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (i) any of the terms of the articles of incorporation or bylaws of the Buyer or any resolution adopted by the board of directors of the Buyer or stockholders of the Buyer, (ii) any contract Contract to which the Buyer Stockholder is a party or by which it the Stockholder or its the Stockholder’s assets are bound bound, or (iiiii) any Law or other legal requirement of any Governmental Authority applicable to the BuyerStockholder; (b) give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (c) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the Shares or any of the properties or assets of the BuyerCompany. Other than as set forth on Schedule 5.3 or as otherwise expressly set forth herein4.2, no notice to, filing with, or consent of, any Person is necessary in connection with with, and no “change of control” provision is, or will be, triggered by, the authorization, approval, execution, delivery or performance by the Buyer Stockholder of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer Stockholder of the transactions contemplated hereby or thereby. The Stockholder has given all notices, made all filings and obtained all consents set forth on Schedule 4.2 or will have done so prior to Closing.

No Violation to Result. Except as set forth on Schedule 5.3, the execution, delivery and performance by the Buyer of this Agreement and the other documents contemplated hereby and the consummation by the Buyer of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (ai) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by by, (ix) any of the terms of the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Buyer or any resolution adopted by the board of directors of the Buyer or stockholders of the Buyer, or (iiy) any contract note, debt instrument, security agreement, mortgage or any other Contract to which the Buyer is a party or by which it or its assets are bound is bound; or (iiiz) any Law law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Governmental Government Authority applicable to the Buyer; (bii) give any Governmental Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (ciii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person Person, except for any Permitted Encumbrance, upon any of the properties or assets of the Buyer, except with respect to Section 5.3(i)(y) above any such violations, breaches, conflicts, defaults or acceleration as are immaterial. Other than as set forth on Schedule 5.3 or as otherwise expressly set forth herein, no notice to, filing with, or consent of, any Person is necessary in connection with the execution, delivery or performance by the Buyer of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer of the transactions contemplated hereby or thereby.

No Violation to Result. Except as set forth on Schedule 5.3, the The execution, delivery and performance by the Buyer Typenex of this Agreement and the other documents contemplated hereby and the consummation by the Buyer Typenex of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (ai) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (i) any of the terms of the articles of incorporation or bylaws of the Buyer note, debt instrument, security agreement, mortgage or any resolution adopted by the board of directors of the Buyer or stockholders of the Buyer, (ii) any other contract to which the Buyer Typenex is a party or by which it or its assets are Typenex is bound or (iii) any Law material law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Governmental Authority government authority applicable to the BuyerTypenex; or (bii) give any Governmental Authority government authority or other Person person the right to challenge any of the transactions contemplated by this Agreement; or (c) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the properties or assets of the Buyer. Other than as set forth on Schedule 5.3 or as otherwise expressly set forth herein, no No notice to, filing with, or consent of, any Person person is necessary in connection with with, nor is any “change of control” provision triggered by, the execution, delivery or performance by the Buyer Typenex of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer Typenex of the transactions contemplated hereby or thereby. Typenex has given all notices, made all filings and obtained all consents necessary for the consummation of the transactions contemplated herein.

No Violation to Result. Except as set forth on Schedule 5.34.2, the execution, delivery and performance by the Buyer Member of this Agreement and the other documents contemplated hereby and the consummation by the Buyer Member of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time, time or both): (a) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (i) any of the terms of the articles of incorporation organization or bylaws operating agreement of the Buyer Member or any resolution adopted by the board of directors managers of the Buyer or stockholders of the BuyerMember, (ii) any contract Contract to which the Buyer Member is a party or by which it the Member or its the Member’s assets are bound or (iii) any Law or other legal requirement of any Governmental Authority applicable to the BuyerMember; (b) give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (c) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon the Membership Interest or any of the properties or assets of the BuyerCompany. Other than as set forth on Schedule 5.3 or as otherwise expressly set forth herein4.2, no notice to, filing with, or consent of, any Person is necessary in connection with with, and no “change of control” provision is, or will be, triggered by, the authorization, approval, execution, delivery or performance by the Buyer Member of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer Member of the transactions contemplated hereby or thereby. The Member has given all notices, made all filings and obtained all consents set forth on Schedule 4.2 or will have done so prior to Closing.

No Violation to Result. Except as set forth on Schedule 5.34.3, the execution, delivery and performance by the Buyer such Seller of this Agreement and the other documents contemplated hereby and the consummation by the Buyer such Seller of the transactions contemplated hereby and therebythereby and the fulfillment by such Seller of the terms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time, time or both): (ai) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (ix) with respect to the Trust Seller, any of the terms of the articles of incorporation such trust’s trust agreement or bylaws of the Buyer or any resolution adopted by the board of directors of the Buyer or stockholders of the Buyerother formation documents, (iiy) any contract Contract to which the Buyer such Seller is a party or by which it such Seller or its such Seller’s assets are bound bound, or (iiiz) any Law or other legal requirement of any Governmental Government Authority applicable to the Buyersuch Seller; (bii) give any Governmental Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (ciii) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, Encumbrance or restriction in favor of any Person upon any of such Seller’s shares of capital stock of the Company or any of the properties or assets of the BuyerCompany. Other than as set forth on Schedule 5.3 or as otherwise expressly set forth herein4.3, no notice to, filing with, or consent of, any Person is necessary in connection with with, and no “change of control” provision is, or will be, triggered by, the authorization, approval, execution, delivery or performance by the Buyer such Seller of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer such Seller of the transactions contemplated hereby or thereby.

No Violation to Result. Except as set forth on Schedule 5.3, the The execution, delivery and performance by the Buyer such Debtor of this Agreement and the other documents contemplated hereby and the consummation by the Buyer such Debtor of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (ai) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (i) any of the terms of the articles of incorporation or bylaws of the Buyer note, debt instrument, security agreement, mortgage or any resolution adopted by the board of directors of the Buyer or stockholders of the Buyer, (ii) any other contract to which the Buyer such Debtor is a party or by which it or its assets are such Debtor is bound or (iii) any Law material law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Governmental Authority government authority applicable to the Buyersuch Debtor; (bii) give any Governmental Authority government authority or other Person person the right to challenge any of the transactions contemplated by this Agreement; or (ciii) result in the creation or imposition of any Encumbranceencumbrance, lien, or claim, or the possibility of Encumbranceany encumbrance, lien or claim, or restriction in favor of any Person person upon the Exchange Note or any of the properties or assets of the Buyersuch Debtor. Other than as set forth on Schedule 5.3 or as otherwise expressly set forth herein, no No notice to, filing with, or consent of, any Person person is necessary in connection with with, nor is any “change of control” provision triggered by, the execution, delivery or performance by the Buyer such Debtor of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer such Debtor of the transactions contemplated hereby or thereby. Such Debtor has given all notices, made all filings and obtained all consents necessary for the consummation of the transactions contemplated herein.

No Violation to Result. Except as set forth on Schedule 5.34.2, the execution, delivery and performance by the Buyer Significant Shareholders of this Agreement and the other documents contemplated hereby and the consummation by the Buyer Significant Shareholders of the transactions contemplated hereby and thereby, do not and will not, directly or indirectly (with or without notice or lapse of time, time or both): (a) (i) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (i) by, any Contract to which any of the terms of the articles of incorporation or bylaws of the Buyer or any resolution adopted by the board of directors of the Buyer or stockholders of the Buyer, (ii) any contract to which the Buyer Significant Shareholders is a party or by which it any of the Significant Shareholders or its the Significant Shareholders’ assets are bound or (iiiii) violate any Law or other legal requirement of any Governmental Government Authority applicable to the Buyerany Significant Shareholder; (b) give any Governmental Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; or (c) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the Company Stock or any of the properties or assets of the BuyerCompany. Other than as set forth on Schedule 5.3 or as otherwise expressly set forth herein4.2, no notice to, filing with, or consent of, any Person is necessary in connection with with, and no “change of control” provision is, or will be, triggered by, the authorization, approval, execution, delivery or performance by the Buyer Significant Shareholders of this Agreement and the other documents contemplated hereby nor the consummation by the Buyer Significant Shareholders of the transactions contemplated hereby or thereby. The Significant Shareholders have given all notices, made all filings and obtained all consents set forth on Schedule 4.2 or will have done so prior to Closing.

No Violation to Result. Except as set forth on Schedule 5.3, the execution, delivery and performance by the Buyer Investor of this Agreement and the other documents contemplated hereby and the consummation by the Buyer Investor of the transactions contemplated hereby and therebythereby and the fulfillment by the Investor of the terms hereof and thereof: (i) are not in violation or breach of, do not and will not, directly or indirectly (conflict with or without notice or lapse of time, or both): (a) violate, breach, conflict with, constitute a default under or under, and shall not accelerate or permit the acceleration of the performance required by (i) by, any of the terms of the articles Certificate of incorporation Formation or bylaws Operating Agreement of the Buyer Investor or any resolution adopted by the board of directors of the Buyer note, debt instrument, security agreement or stockholders of the Buyermortgage, (ii) or any other contract or agreement, written or oral, to which the Buyer Investor is a party or by which it the Investor is bound; (ii) shall not be an event which, after notice or its assets are bound lapse of time or both, will result in any such violation, breach, conflict, default, or acceleration; (iii) shall not result in a violation under any Law law, judgment, decree, order, rule, regulation, permit or other legal requirement of any Governmental Government Authority applicable to the Buyer; (b) give any Governmental Authority Investor or other Person to the right to challenge any of Investor's Knowledge, the transactions contemplated by this Agreementherein; or and (civ) shall not result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any third Person upon any of the properties or assets of the BuyerInvestor. Other than as set forth on Schedule 5.3 or as otherwise expressly set forth herein5.3, no notice to, filing with, or consent of, any Person is necessary in connection with for the execution, delivery or performance by the Buyer Investor of this Agreement and the other documents contemplated hereby nor or the consummation by the Buyer Investor of the transactions contemplated hereby or thereby.