Common use of Conflicts and Consents Clause in Contracts

Conflicts and Consents. (a) Except as set forth in Schedule 3.3(a), the execution and delivery by each of Seller and SEACOR of this Agreement and the Transition Services Agreement, as applicable, and the consummation by each of Seller and SEACOR of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or constitute a violation of or default or event of default under (or any event that, with notice or lapse of time or both, would constitute a default or event of default under), or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under any provision of (A) the Organizational Documents of Seller, SEACOR, the Company or its Subsidiary or (B) any mortgage, indenture, loan agreement, bond, deed of trust, other agreement, commitment or obligation for the borrowing of money or the obtaining of credit or other material agreement to which Seller, SEACOR, the Company or its Subsidiary is a party or by which it may be bound or (ii) conflict with any Law or Order applicable or relating to Seller, SEACOR, the Company or its Subsidiary or to the Purchased Equity, other than, in the case of clause (ii), any conflicts, violations or defaults that would not reasonably be expected to have a Material Adverse Effect. (b) Except (i) as set forth in Schedule 3.3(b) and (ii) for any Consents where the failure to obtain such Consents, either in any individual case or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, no Consent of any Governmental Entity or other Person is required to be obtained in connection with the execution and delivery by each of Seller and SEACOR of this Agreement and the Transition Services Agreement, as applicable, or consummation by each of Seller and SEACOR of the transactions contemplated hereby or thereby.