Common use of Conflicts; Consents and Approvals Clause in Contracts

Conflicts; Consents and Approvals. Neither the execution and delivery by each Seller of this Agreement and the Transaction Documents to be executed and delivered by it in connection with this Agreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of each Seller which is an entity; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company under any of the terms, conditions or provisions of (1) the organizational documents of the Company, (2) any Contract to which such Seller is a party or to which any of its respective properties or assets may be bound which, if so affected, would either have a Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which such Seller is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any Governmental Authority or non-governmental third party; or (d) violate any order, writ or injunction, or any material decree, or material Law applicable to such Seller or any of its businesses, properties or assets.

Conflicts; Consents and Approvals. Neither the execution and ------------------------------------ delivery by each Seller the LEOM of this Agreement and the Transaction Documents other agreements, documents and instruments to be executed and delivered by it any of them in connection with this Agreement and the Transaction DocumentsAgreement, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of each Seller which is an entityLEOM; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of LEOM or the Company Exchange Shares under any of the terms, conditions or provisions of (1) the organizational documents of the CompanyLEOM, (2) any Contract to which such Seller LEOM is a party or to which any of its their respective properties or assets may be bound which, if so affected, would either have a Material Adverse Effect material adverse effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which such Seller LEOM is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any Governmental Authority or non-governmental third party; or; (d) violate any order, writ writ, or injunction, or any material decree, or material Law applicable to such Seller LEOM or any of its businessesits, properties business, properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by LEOM with any Governmental Authority.

Conflicts; Consents and Approvals. Neither the execution and delivery by each Seller the Company of this Agreement and the Transaction Documents to be executed and delivered by it in connection with this Agreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents Certificate of each Seller which is an entityIncorporation or Bylaws of the Company; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company under any of the terms, conditions or provisions of (1) the organizational documents Certificate of Incorporation or Bylaws of the Company, (2) any Contract to which such Seller the Company is a party or to which any of its respective properties or assets may be bound which, if so affected, would either have a Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which such Seller the Company is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any Governmental Authority or non-governmental third party; or, other than as may be provided pursuant to the Contracts listed on Schedule 6.3; (d) violate any order, writ writ, or injunction, or any material decree, or material Law applicable to such Seller the Company or any of its businessesbusiness, properties properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by the Company with any Governmental Authority, other than as may be indicated on Schedule 6.3.

Conflicts; Consents and Approvals. Neither the execution and delivery by each Seller the Company of this Agreement and the Transaction Documents to be executed and delivered by it in connection with this Agreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents Certificate of each Seller which is an entityIncorporation or Bylaws of the Company; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company under any of the terms, conditions or provisions of (1) the organizational documents Certificate of Incorporation or Bylaws of the Company, (2) any Contract to which such Seller the Company is a party or to which any of its respective properties or assets may be bound which, if so affected, would either have a Material Adverse Effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which such Seller the Company is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any Governmental Authority or non-governmental third party; or; (d) violate any order, writ writ, or injunction, or any material decree, or material Law applicable to such Seller the Company or any of its businessesbusiness, properties properties, or assets; or (e) require any action, consent or approval of, or review by, or registration or filing by the Company with any Governmental Authority.

Conflicts; Consents and Approvals. Neither the execution and delivery by each Seller of this Agreement and the Transaction Documents to be executed and delivered by it in connection with this Agreement and the Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of each Seller which is an entity; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company under any of the terms, conditions or provisions of (1) the organizational documents of the Company, (2) any Contract to which such Seller is a party or to which any of its respective properties or assets may be bound which, if so affected, would either have a Material Adverse Effect material adverse effect or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which such Seller is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any Governmental Authority or non-governmental third party; or (d) violate any order, writ or injunction, or any material decree, or material Law applicable to such Seller or any of its businesses, properties or assets.

Conflicts; Consents and Approvals. Neither the execution and delivery by each the Seller of this Agreement and the Seller Transaction Documents to be executed and delivered by it in connection with this Agreement and the Seller Transaction Documents, nor the consummation of the transactions contemplated hereby and thereby, will: (a) conflict with, or result in a breach of any provision of, the organizational documents of each Seller which is an entitythe Seller; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any Person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or give rise to any obligation to make a payment under, or to any increased, additional or guaranteed rights of any Person under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company under any of the terms, conditions or provisions of (1) the organizational documents of the Company, (2) any Contract to which such the Seller is a party or to which any of its respective properties or assets may be bound which, if so affected, would either have a Material Adverse Effect on Seller or be reasonably likely to prevent the consummation of the transactions contemplated herein, or (3) any permit, registration, approval, license or other authorization or filing to which such the Seller is subject or to which any of its properties or assets may be subject; (c) require any action, consent or approval of any Governmental Authority or non-governmental third party; or (d) violate any order, writ or injunction, or any material decree, or material Law applicable to such the Seller or any of its businesses, properties or assets.