Common use of No Violation to Result Clause in Contracts

No Violation to Result. Except as set forth on Schedule 3.3, the execution, delivery and performance by the Company of this Agreement and the other documents contemplated hereby and the consummation by the Company of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereof, do not and will not, (with or without notice or lapse of time, or both): (a) violate, breach, conflict with, constitute a default under, accelerate or permit the acceleration of the performance required by (i) any of the terms of the articles of organization or operating agreement of the Company or any resolution adopted by the board of managers of the Company or members of the Company, or (ii) any Material Contract to which the Company 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 Company; (b) give any Person the right to declare a default or exercise any remedy or accelerate performance or maturity under any Material Contract or cancel, terminate or modify any Material Contract; (c) give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (d) give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise is used in, necessary for or relates to the Company’s business or to any of the assets owned or used by the Company; or (e) result in the creation or imposition of any Encumbrance, in favor of any Person upon the Membership Interests or any of the properties or assets of the Company. Other than as set forth on Schedule 3.3, no notice to, filing with, or consent of, any Person is necessary in connection with, and no “change of control” provision in any Contract or otherwise is, or will be, triggered by, the authorization, approval, execution, delivery or performance by the Company of this Agreement and the other documents contemplated hereby or the consummation by the Company of the transactions contemplated hereby or thereby. The Company represents and warrants to the Buyer that (i) Section 6.11 of this Agreement does not and will not conflict with or violate any agreement, understanding or arrangement, whether written or oral, to which the Company or the Company’s officers, employees, members or agents are currently bound, and (ii) no breach or violation of the Letter of Intent has occurred or is continuing.

No Violation to Result. Except as set forth on Schedule 3.3, the execution, delivery and performance by the Company of this Agreement and the other documents contemplated hereby and the consummation by the Company of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereof, 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, accelerate or permit the acceleration of the performance required by (ix) any of the terms of the articles Certificate of organization Incorporation or operating agreement Bylaws of the Company or any resolution adopted by the board of managers directors of the Company or members stockholders of the Company, or (iiy) any Material note, debt instrument, security agreement, mortgage or any other Contract to which the Company is a party or by which it or its assets are 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 Company; (bii) give any Person the right to declare a default or default, exercise any remedy or accelerate the performance or maturity under any Material such Contract or cancel, terminate or modify any Material such Contract; (ciii) give any Governmental Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (div) give any Governmental Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise is used in, necessary for or relates to the Company’s business or to any of the assets owned or used by the Company; or (ev) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon the Membership Interests or Company Common Stock or, except for any Permitted Encumbrance, any of the properties or assets of the Company, except with respect to Section 3.3(i)(y) above any such violations, breaches, conflicts, defaults or acceleration as are immaterial. Other than as set forth on Schedule 3.3, no notice to, filing with, or consent of, any Person is necessary in connection with, and no “change of control” provision in any Contract or otherwise is, or will be, is triggered by, the authorization, approval, execution, delivery or performance by the Company of this Agreement and the other documents contemplated hereby or the consummation by the Company of the transactions contemplated hereby or thereby. The Company represents and warrants to the Buyer that (i) Section 6.11 of this Agreement does not and will not conflict with or violate any agreement, understanding or arrangement, whether written or oral, to which the Company or the Company’s officers, employees, members or agents are currently bound, and (ii) no breach or violation of the Letter of Intent has occurred or is continuing.

No Violation to Result. Except as set forth on Schedule 3.3, the execution, delivery and performance by the Company of this Agreement and the other documents contemplated hereby and the consummation by the Company of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereof, 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, accelerate or permit the acceleration of the performance required by (ix) any of the terms of the articles Articles of organization Incorporation or operating agreement Bylaws of the Company or any resolution adopted by the board of managers of the Company directors or members Shareholders of the Company, or (iiy) any Material Contract or Encumbrance to which the Company is a party or by which it or its assets are the Company 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 Company; (bii) give any Person the right to declare a default or default, exercise any remedy or accelerate the performance or maturity under any Material such Contract or cancel, terminate or modify any Material such Contract; (ciii) give any Governmental Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (div) give any Governmental Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise is used in, necessary for or relates to the Company’s business or to any of the assets owned or used by the Company; or (ev) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon the Membership Interests Company Stock or any of the properties or assets of the Company. Other than as set forth on Schedule 3.3, no notice to, filing with, or consent of, any Person is necessary in connection with, and no “change of control” provision in any Contract or otherwise is, or will be, is triggered by, the authorizationapproval, approvaladoption, execution, delivery or performance by the Company of this Agreement and the other documents contemplated hereby or the consummation by the Company of the transactions contemplated hereby or thereby. The Company represents and warrants to the Buyer that (i) Section 6.11 of this Agreement does not and will not conflict with or violate any agreement, understanding or arrangement, whether written or oral, to which the Company or the Company’s officers, employees, members or agents are currently bound, and (ii) no breach or violation of the Letter of Intent has occurred or is continuing.

No Violation to Result. Except as set forth on Schedule 3.3, the execution, delivery and performance by the Company of this Agreement and the other documents contemplated hereby and the consummation by the Company of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereof, 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, accelerate or permit the acceleration of the performance required by (i) any of the terms of the articles of organization incorporation or operating agreement bylaws of the Company or any resolution adopted by the board of managers directors of the Company or members shareholders of the Company, or (ii) any Material Contract to which the Company 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 Company; (b) give any Person the right to declare a default or exercise any remedy or accelerate performance or maturity under any Material Contract or cancel, terminate or modify any Material Contract; (c) give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (d) give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise is used in, necessary for or relates to the Company’s business or to any of the assets owned or used by the Company; or (e) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the Membership Interests Shares or any of the properties or assets of the Company. Other than as set forth on Schedule 3.3, no notice to, filing with, or consent of, any Person is necessary in connection with, and no “change of control” provision in any Contract or otherwise is, or will be, triggered by, the authorization, approval, execution, delivery or performance by the Company of this Agreement and the other documents contemplated hereby or the consummation by the Company of the transactions contemplated hereby or thereby. The Company represents has given all notices, made all filings and warrants obtained all consents set forth on Schedule 3.3 or will have done so prior to the Buyer that (i) Section 6.11 of this Agreement does not and will not conflict with or violate any agreement, understanding or arrangement, whether written or oral, to which the Company or the Company’s officers, employees, members or agents are currently bound, and (ii) no breach or violation of the Letter of Intent has occurred or is continuingClosing.

No Violation to Result. Except as set forth on Schedule 3.3, the execution, delivery and performance by the Company of this Agreement and the other documents contemplated hereby and the consummation by the Company of the transactions contemplated hereby and thereby and the fulfillment by the Company of the terms hereof and thereof, 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, accelerate or permit the acceleration of the performance required by (ix) any of the terms of the articles Articles of organization Incorporation or operating agreement Code of Regulations of the Company or any resolution adopted by the board of managers directors of the Company or members shareholders of the Company, or (iiy) any Material Contract to which the Company is a party or by which it or its assets are bound, or (iiiz) any Law or other legal requirement of any Governmental Government Authority applicable to the Company; (bii) give any Person the right to declare a default or exercise any remedy or accelerate performance or maturity under any Material Contract or cancel, terminate or modify any Material Contract; (ciii) give any Governmental Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (div) give any Governmental Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise is used in, necessary for or relates to the Company’s business or to any of the assets owned or used by the Company; or (ev) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon the Membership Interests Shares or any of the properties or assets of the Company; except in each of (i)(y) and (ii) above where the violation, breach, conflict, default, acceleration, termination or modification would not be material to the Company. Other than as set forth on Schedule 3.3, no notice to, filing with, or consent of, any Person is necessary in connection with, and no “change of control” provision in any Contract or otherwise is, or will be, is triggered by, the authorization, approval, execution, delivery or performance by the Company of this Agreement and the other documents contemplated hereby or nor the consummation by the Company of the transactions contemplated hereby or thereby. The Company represents has given all notices, made all filings and warrants obtained all consents set forth on Schedule 3.3 or will have done so prior to the Buyer that (i) Section 6.11 of this Agreement does not and will not conflict with or violate any agreement, understanding or arrangement, whether written or oral, to which the Company or the Company’s officers, employees, members or agents are currently bound, and (ii) no breach or violation of the Letter of Intent has occurred or is continuingClosing.