Common use of No Further Action Needed Clause in Contracts

No Further Action Needed. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local or other governmental authority or any court or other tribunal is required by ROLINA and/or the SHAREHOLDER, for the execution, delivery and/or performance of this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which ROLINA and/or the SHAREHOLDER is a party, or to which they or any of their respective properties or assets are subject, is required for the execution, delivery and/or performance of this Agreement (except as to any such consent referred to on Schedule 3.3 annexed hereto, which consents will be delivered to SOFTWARE prior to the Closing). The execution, delivery and performance of this Agreement will not (i) violate, result in a breach of, conflict with, or entitle any party to terminate or call a default under any term of any contract, agreement, instrument, lease, license, arrangement, or understanding whereby ROLINA and/or the SHAREHOLDER is a party to or (ii) violate or result in a breach of any term of the Certificate of Incorporation (or other charter document) or by-laws of ROLINA; (iii) violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, decree or agreement binding on ROLINA and/or any of the SHAREHOLDER or to which any of its or his operations, business, properties or assets are subject; and/or (iv) cause or give any person grounds to cause (with or without notice, the passage of time, or both), the maturity of any liability or obligation of ROLINA and/or any of the SHAREHOLDER to be accelerated or will increase any such liability or obligation.

No Further Action Needed. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local or other governmental authority or any court or other tribunal is required by ROLINA and/or the SHAREHOLDERSOFTWARE, for the execution, delivery and/or performance of this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which ROLINA and/or the SHAREHOLDER SOFTWARE is a party, party or to which they it or any of their respective its properties or assets are subject, is required for the execution, delivery and/or performance of this Agreement (except as to any such consent consents referred to on Schedule 3.3 4.3 annexed hereto, which consents will be delivered to SOFTWARE prior to the Closing). The execution, delivery and performance of this Agreement will not (i) violate, result in a breach of, conflict with, or entitle any party to terminate or call a default under any term of any contract, agreement, instrument, lease, license, arrangement, or understanding whereby ROLINA and/or the SHAREHOLDER SOFTWARE is a party to to, or (ii) violate or result in a breach of any term of the Certificate of Incorporation (or other charter document) or by-laws of ROLINA; (iii) violate, result in a breach of, or conflict with SOFTWARE's certificate of incorporation, any law, rule, regulation, order, judgment, or decree or agreement binding on ROLINA and/or any of the SHAREHOLDER SOFTWARE or to which any of its or his his/her operations, business, properties or assets are subject; and/or (iviii) cause or give any person grounds to cause (with or without notice, the passage of time, or both), the maturity of any liability or obligation of ROLINA and/or any of the SHAREHOLDER SOFTWARE to be accelerated or will increase any such liability or obligation.