Common use of Absence of Breach; No Consents Clause in Contracts

Absence of Breach; No Consents. The execution, delivery, and performance of this Agreement, and the performance by the Purchaser and the Merger Subsidiary of their obligations hereunder (except for compliance with any regulatory or licensing laws applicable to the business of the Purchaser, all of which, to the extent applicable to the Purchaser or the Merger Subsidiary (and to the extent within the control of either), will be satisfied in all material respects prior to the Closing) do not, except as disclosed in Schedule 3.3: (1) conflict with, and will not result in a breach of, any of the provisions of the Articles of Incorporation or By-Laws of the Purchaser or of any of its Subsidiaries; (2) contravene any law, rule, or regulation of any State or Commonwealth or of the United States, or of any applicable foreign jurisdiction, or any order, writ, judgment, injunction, decree, determination, or award affecting or binding upon the Purchaser or any of its Subsidiaries or any of its or their material properties, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds the Purchaser or any of its Subsidiaries or any of its or their material properties, except in any such case where such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations, or prospects of the Purchaser; (3) conflict with or result in a material breach of or default under any material indenture or loan or credit agreement or any other material agreement or instrument to which the Purchaser or any of its Subsidiaries is a party or by which it or they or any of its or their material properties may be affected or bound; (4) require the authorization, consent, approval or license of any third party of such a nature that the failure to obtain the same would have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Purchaser; or (5) constitute grounds for the loss or suspension of any permits, licenses or other authorizations material to the business, condition (financial or otherwise), operations or prospects of the Purchaser.

Absence of Breach; No Consents. The execution, delivery, execution and performance delivery of this AgreementAgreement by the Sell-Side Companies do not, and the performance by the Purchaser and the Merger Subsidiary them of their obligations hereunder will not, (a) result in a breach of any provision of the articles of organization or operating agreement of Claremont or Sales, the articles of incorporation or bylaws of Seller or the articles of organization or operating agreement or the articles of incorporation or bylaws of any Claremont Subsidiary; (b) violate any law, rule or regulation of any state or the United States (except for compliance with any regulatory or alcoholic beverage retail sales licensing laws applicable to the business of the Purchaser, all of which, to the extent applicable to the Purchaser or the Merger Subsidiary (and to the extent within the control of eitherClaremont), will be satisfied in all material respects prior to the Closing) do not, except as disclosed in Schedule 3.3: (1) conflict with, and will not result in a breach of, any of the provisions of the Articles of Incorporation or By-Laws of the Purchaser or of any of its Subsidiaries; (2) contravene any law, rule, or regulation of any State or Commonwealth or of the United States, or of any applicable foreign jurisdiction, or any order, writ, judgment, injunction, decree, determination, determination or award affecting of any court or binding upon other authority having jurisdiction over any of the Purchaser Sell-Side Companies or any Claremont Subsidiary or any of its Subsidiaries or any of its or their material properties, or cause the suspension or revocation of any authorization, consent, approval, approval or license, license presently in effect, which effect that affects or binds any of the Purchaser Sell-Side Companies or any Claremont Subsidiary or any of its Subsidiaries or any of its or their material properties, except except, with respect to all matters described in any this subsection (b), to the extent that such case where such contravention will violation would not reasonably be expected to have a material adverse effect Material Adverse Effect on the business, condition Claremont and Sales (financial or otherwiseconsidered as one enterprise), operations, or prospects of the Purchaser; (3c) conflict with or result in a material breach of or default under any material indenture or loan or credit agreement or any other material agreement or instrument to which the Purchaser Seller or any of its Subsidiaries is a party or by which it or they or any of its or their material properties may be are affected or bound; (4d) require the authorization, consent, approval approval, permit or license of any third party Person, any notice to be given to, filing to be made with or other action to be taken with or by any Person (other than filings and actions to be made and taken under the HSR Act), of such a nature that the failure to obtain or make the same would be reasonably expected to have a material adverse effect Material Adverse Effect on the business, condition Claremont and Sales (financial or otherwiseconsidered as one enterprise), operations or prospects of the Purchaser; or (5e) constitute grounds for the loss or suspension of any permitsmaterial permit, licenses license or other authorizations material to the businessauthorization used by Sales, condition Claremont or a Claremont Subsidiary (financial or otherwiseother than alcoholic beverage retail sales licenses used by Claremont), operations or prospects of the Purchaser.

Absence of Breach; No Consents. The execution, delivery, and performance of this AgreementAgreement by Sellers, and the performance by the Purchaser and the Merger Subsidiary Sellers of their respective obligations hereunder hereunder, do not, (1) conflict with or result in a breach of any of the provisions of the Articles of Incorporation or Bylaws of EHAG or EAG; (2) contravene any law, ordinance, rule, or regulation of the laws of Switzerland or of any applicable foreign jurisdiction (except for compliance with any regulatory or licensing laws applicable to the business of the Purchaserlaws, ordinances, rules or regulations, all of which, to the extent applicable to the Purchaser EHAG or the Merger Subsidiary (and to the extent within the control of either), EAG will be satisfied in all material respects prior to the Closing) do not, except as disclosed in Schedule 3.3: (1) conflict with, and will not result in a breach of, any of the provisions of the Articles of Incorporation or By-Laws of the Purchaser or of any of its Subsidiaries; (2) contravene any law, rule), or regulation of any State or Commonwealth or of the United States, or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award affecting of any court or binding upon the Purchaser or any of its Subsidiaries or any of its or their material propertiesother authority having jurisdiction over, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds the Purchaser binds, EHAG or EAG or all or any part of its Subsidiaries the Acquired Business or any material properties of its or their material propertiesthe Acquired Business, except in any such case where such contravention contravention, suspension or revocation will not have a material adverse effect on the business, condition (financial or otherwise), operations, operations or prospects of the PurchaserAcquired Business and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation of the Transaction; (3) conflict with or result in a material breach of or default under any material indenture or loan or credit agreement or any other material agreement or instrument to which the Purchaser EHAG or any of its Subsidiaries EAG is a party or by which it or they or any of its or their the material properties of the Acquired Business may be affected or bound; (4) require the authorization, consent, approval approval, or license of any third party of such a nature that party, except for those the failure of which to obtain the same would not reasonably be expected to have a material adverse effect on the business, condition (financial Acquired Business or otherwise), operations or prospects of the PurchaserAcquired Assets; or (5) constitute grounds for the loss or suspension of any permits, licenses licenses, or other authorizations material to used in the business, condition (financial or otherwise), operations or prospects of the PurchaserAcquired Business.

Absence of Breach; No Consents. The execution, delivery, and performance of this Agreement, and the performance by the Purchaser and Seller of its obligations created by the Merger Subsidiary provisions of their obligations hereunder this Agreement, do not (a) conflict with or result in a breach of any of the provisions of the Certificate of Incorporation or Bylaws of the Seller; (b) contravene any law, ordinance, rule, or regulation of any State or Commonwealth or political subdivision of either or of the United States (except for compliance with any regulatory or licensing laws applicable to the business of the Purchaser, all of which, to the extent applicable to the Purchaser or the Merger Subsidiary Seller (and to the extent within the control of eitherthe Seller), will be satisfied in all material respects prior to the Closing) do not, except as disclosed in Schedule 3.3: (1) conflict with, and will not result in a breach of, any of the provisions of the Articles of Incorporation or By-Laws of the Purchaser or of any of its Subsidiaries; (2) contravene any law, rule, or regulation of any State or Commonwealth or of the United States), or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award affecting of any court or binding upon the Purchaser or any of its Subsidiaries or any of its or their material propertiesother authority having jurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds obligates the Purchaser Seller or all or any part of its Subsidiaries the Acquired Assets or any material properties of its or their material propertiesthe Acquired Business, except in any such case where such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations, operations or prospects of the PurchaserAcquired Business and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the Transaction; (3c) conflict with with, or result in a material breach of of, or default under pursuant to, any material indenture or loan or credit agreement or any other material agreement or instrument to which the Purchaser Seller or any of its Subsidiaries part of the Acquired Business is a party or by which it or they or any of its or their material properties the Acquired Assets may be affected or boundobligated; (4d) require the authorization, consent, approval approval, or license of any third party of such a nature that the failure to obtain the same would have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Purchaserparty; or (5) constitute grounds for the loss or suspension of any permits, licenses licenses, or other authorizations material to used in the business, condition (financial or otherwise), operations or prospects of the PurchaserAcquired Business.

Absence of Breach; No Consents. The execution, delivery, and performance of this AgreementAgreement by ESI and EHGI, and the performance by the Purchaser ESI and the Merger Subsidiary EHGI of their respective obligations hereunder hereunder, do not, (1) except as identified in Section 5.3.1 of the Acquired Business Disclosure Document, conflict with or result in a breach of any of the provisions of the Articles of' Incorporation or Bylaws of ESI or EHGI; (2) except as identified in Section 5.3.2 of the Acquired Business Disclosure Document, contravene any law, ordinance, rule, or regulation of any State or Commonwealth or political subdivision of the United States or of any applicable foreign jurisdiction (except for the HSR Act and compliance with any regulatory or licensing laws applicable to the business of the Purchaserlaws, ordinances, rules or regulations, all of which, to the extent applicable to the Purchaser ESI or the Merger Subsidiary (and to the extent within the control of either), EHGI will be satisfied in all material respects prior to the Closing) do not, except as disclosed in Schedule 3.3: (1) conflict with, and will not result in a breach of, any of the provisions of the Articles of Incorporation or By-Laws of the Purchaser or of any of its Subsidiaries; (2) contravene any law, rule), or regulation of any State or Commonwealth or of the United States, or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award affecting of any court or binding upon the Purchaser or any of its Subsidiaries or any of its or their material propertiesother authority having jurisdiction over, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds the Purchaser binds, ESI or EHGI or all or any part of its Subsidiaries the Acquired Business or any material properties of its or their material propertiesthe Acquired Business, except in any such case where such contravention contravention, suspension or revocation will not have a material adverse effect on the business, condition (financial or otherwise), operations, operations or prospects of the PurchaserAcquired Business and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation of the Transaction; (3) except as identified in Section 5.3.3 of the Acquired Business Disclosure Document, conflict with or result in a material breach of or default under any material indenture or loan or credit agreement or any other material agreement or instrument to which the Purchaser ESI or any of its Subsidiaries EHGI is a party or by which it or they or any of its or their the material properties of the Acquired Business may be affected or bound; (4) except as identified in Section 5.3.4 of the Acquired Business Disclosure Document, require the authorization, consent, approval approval, or license of any third party of such a nature that party, except for those the failure of which to obtain the same would not reasonably be expected to have a material adverse effect on the business, condition (financial Acquired Business or otherwise), operations or prospects of the PurchaserAcquired Assets; or (5) except as identified in Section 5.3.5 of the Acquired Business Disclosure Document, constitute grounds for the loss or suspension of any permits, licenses licenses, or other authorizations material to used in the business, condition (financial or otherwise), operations or prospects of the PurchaserAcquired Business.

Absence of Breach; No Consents. The execution, delivery, and performance of this AgreementAgreement by VTI and ESPL, and the performance by the Purchaser VTI and the Merger Subsidiary ESPL of their respective obligations hereunder (except for compliance with any regulatory or licensing laws applicable to the business of the Purchaserhereunder, all of which, to the extent applicable to the Purchaser or the Merger Subsidiary (and to the extent within the control of either), will be satisfied in all material respects prior to the Closing) do not, except as disclosed in Schedule 3.3: (1) except as identified in the Schedule to Section 5.3.1 of the Acquired Business Disclosure Document, conflict with, and will not with or result in a breach of, of any of the provisions of the Articles of Incorporation or By-Laws Bylaws, or Memorandum and Articles of Association, as the Purchaser case may be, of VTI or of any of its SubsidiariesESPL, respectively; (2) except as identified in the Schedule to Section 5.3.2 of the Acquired Business Disclosure Document, contravene any law, ruleordinance, rule or regulation in the respective jurisdictions in which they have been incorporated, or regulation of any State or Commonwealth or of the United States, or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award affecting of any court or binding upon the Purchaser or any of its Subsidiaries or any of its or their material propertiesother authority having jurisdiction over, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds the Purchaser binds, VTI or ESPL or all or any part of its Subsidiaries or any of its or their material propertiesthe Acquired Business, except in any such case where such contravention contravention, suspension or revocation will not have a material adverse effect on the business, condition (financial or otherwise), operations, operations or prospects of the PurchaserAcquired Business and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation of the Transaction; (3) except as identified in the Schedule to Section 5.3.3 of the Acquired Business Disclosure Document, conflict with or result in a material breach of or default under any material indenture or loan or credit agreement or any other material agreement or instrument to which the Purchaser VTI or any of its Subsidiaries ESPL is a party or by which it or they or any of its or their the material properties of the Acquired Business may be affected or bound; (4) except as identified in the Schedule to Section 5.3.4 of the Acquired Business Disclosure Document, require the authorization, consent, approval approval, or license of any third party of such a nature that party, except for those the failure of which to obtain the same would not reasonably be expected to have a material adverse effect on the business, condition (financial Acquired Business or otherwise), operations or prospects of the PurchaserAcquired Assets; or (5) except as identified in the Schedule to Section 5.3.5 of the Acquired Business Disclosure Document constitute grounds for the loss or suspension of any permits, licenses licenses, or other authorizations material to used in the business, condition (financial or otherwise), operations or prospects of the PurchaserAcquired Business.

Absence of Breach; No Consents. The execution, delivery, and performance of this Agreement, and the performance by the Purchaser and the Merger Subsidiary Sycamore of their its obligations hereunder created by this Agreement, do not (except for compliance with any regulatory or licensing laws applicable to the business of the Purchaser, all of which, to the extent applicable to the Purchaser or the Merger Subsidiary (and to the extent within the control of either), will be satisfied in all material respects prior to the Closing) do not, except as disclosed in Schedule 3.3: (1i) conflict with, and will not with or result in a breach of, of any of the provisions of the Articles of Incorporation (or By-Laws similar charter document) or Bylaws (or similar governing document) of the Purchaser or of any of its SubsidiariesSycamore; (2ii) contravene any law, ordinance, rule, or regulation of any State state or Commonwealth political subdivision of either or of the United States, States or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award affecting of any court or binding upon the Purchaser or any of its Subsidiaries or any of its or their material propertiesother authority having jurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds the Purchaser obligates Sycamore or any of its Subsidiaries or any of its or their material properties, except in any such case where event when such contravention will not have a material adverse effect Material Adverse Effect on the business, condition (financial or otherwise), operations, operations or prospects of Sycamore, and will not have a Material Adverse Effect on the Purchaservalidity of this Agreement or on the validity of the consummation the Transaction; (3iii) conflict with or result in a material breach of or default under pursuant to any material indenture or loan or credit agreement or any other material agreement or instrument to which the Purchaser or any of its Subsidiaries Sycamore is a party or by which it or they or any of its or their material properties Sycamore may be affected or boundobligated; (4iv) require the authorization, consent, approval approval, or license of any third party of such a nature that the failure to obtain the same would have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Purchaserparty; or (5v) constitute grounds any reason for the loss or suspension of any permits, licenses licenses, or other authorizations material to used in the business, condition (financial or otherwise), operations or prospects business of the PurchaserSycamore.

Absence of Breach; No Consents. 4 The execution, delivery, and performance of this AgreementAgreement by the Seller, and the performance by the Purchaser and the Merger Subsidiary Seller of their its obligations hereunder (except for compliance with any regulatory or licensing laws applicable to the business of the Purchaserhereunder, all of which, to the extent applicable to the Purchaser or the Merger Subsidiary (and to the extent within the control of either), will be satisfied in all material respects prior to the Closing) do not, except as disclosed in identified on Schedule 3.3: 5.3 of the Acquired Business Disclosure Document, (1) conflict with, and will not with or result in a breach of, of any of the provisions of the Articles of Incorporation or By-Laws Bylaws of the Purchaser or of any of its SubsidiariesSeller; (2) contravene any law, ordinance, rule, or regulation of any State or Commonwealth or of the United Statesapplicable jurisdiction , or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award affecting of any court or binding upon the Purchaser or any of its Subsidiaries or any of its or their material propertiesother authority having jurisdiction over, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds binds, the Purchaser Seller or all or any part of its Subsidiaries the Acquired Business or any material properties of its or their material propertiesthe Acquired Business, except in any such case where such contravention contravention, suspension or revocation will not have a material adverse effect on the business, condition (financial or otherwise), operations, operations or prospects of the PurchaserAcquired Business and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation of the Transaction; (3) conflict with or result in a material breach of or default under any material indenture or loan or credit agreement or any other material agreement or instrument to which the Purchaser or any of its Subsidiaries Seller is a party or by which it or they or any of its or their the material properties of the Acquired Business may be affected or bound; (4) require the authorization, consent, approval approval, or license of any third party of such a nature that party, except for those the failure of which to obtain the same would not reasonably be expected to have a material adverse effect on the business, condition (financial Acquired Business or otherwise), operations or prospects of the PurchaserAcquired Assets; or (5) constitute grounds for the loss or suspension of any permits, licenses licenses, or other authorizations material to used in the business, condition (financial or otherwise), operations or prospects of the PurchaserAcquired Business.

Absence of Breach; No Consents. The execution, delivery, and performance of ----------------------------------- this Agreement, and the performance by BEVsystems of its obligations created by this Agreement, do not (i) conflict with or result in a breach of any of the Purchaser and provisions of the Merger Subsidiary Articles of their obligations hereunder Incorporation (or similar charter document) or Bylaws (or similar governing document) of BEVsystems; (ii) contravene any law, ordinance, rule, or regulation of any state or political subdivision of either or of the United States (except for the HSR Act and compliance with any regulatory or licensing laws applicable to the business of the Purchaser, all of which, to the extent applicable to the Purchaser or the Merger Subsidiary BEVsystems (and to the extent within the control of eitherBEVsystems), will be satisfied in all material respects prior to the Closing) do not, except as disclosed in Schedule 3.3: (1) conflict with, and will not result in a breach of, any of the provisions of the Articles of Incorporation or By-Laws of the Purchaser or of any of its Subsidiaries; (2) contravene any law, rule, or regulation of any State or Commonwealth or of the United States), or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award affecting of any court or binding upon the Purchaser or any of its Subsidiaries or any of its or their material propertiesother authority having jurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds the Purchaser obligates BEVsystems or any of its Subsidiaries or any of its or their material properties, except in any such case where event when such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations, operations or prospects of BEVsystems, and will not have a material adverse effect on the Purchaservalidity of this Agreement or on the validity of the consummation the Transaction; (3iii) conflict with or result in a material breach of or default under pursuant to any material indenture or loan or credit agreement or any other material agreement or instrument to which the Purchaser or any of its Subsidiaries BEVsystems is a party or by which it or they or any of its or their material properties BEVsystems may be affected or boundobligated; (4iv) require the authorization, consent, approval approval, or license of any third party of such a nature that the failure to obtain the same would have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Purchaserparty; or (5v) constitute grounds any reason for the loss or suspension of any permits, licenses licenses, or other authorizations material to used in the business, condition (financial or otherwise), operations or prospects business of the PurchaserBEVsystems.

Absence of Breach; No Consents. The execution, delivery, and performance of this AgreementAgreement by ESI and EHGI, and the performance by the Purchaser ESI and the Merger Subsidiary EHGI of their respective obligations hereunder hereunder, do not, (1) except as identified in Section 5.3.1 of the Acquired Business Disclosure Document, conflict with or result in a breach of any of the provisions of the Articles of Incorporation or Bylaws of ESI or EHGI; (2) except as identified in Section 5.3.2 of the Acquired Business Disclosure Document, contravene any law, ordinance, rule, or regulation of any State or Commonwealth or political subdivision of the United States or of any applicable foreign jurisdiction (except for the HSR Act and compliance with any regulatory or licensing laws applicable to the business of the Purchaserlaws, ordinances, rules or regulations, all of which, to the extent applicable to the Purchaser ESI or the Merger Subsidiary (and to the extent within the control of either), EHGI will be satisfied in all material respects prior to the Closing) do not, except as disclosed in Schedule 3.3: (1) conflict with, and will not result in a breach of, any of the provisions of the Articles of Incorporation or By-Laws of the Purchaser or of any of its Subsidiaries; (2) contravene any law, rule), or regulation of any State or Commonwealth or of the United States, or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award affecting of any court or binding upon the Purchaser or any of its Subsidiaries or any of its or their material propertiesother authority having jurisdiction over, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds the Purchaser binds, ESI or EHGI or all or any part of its Subsidiaries the Acquired Business or any material properties of its or their material propertiesthe Acquired Business, except in any such case where such contravention contravention, suspension or revocation will not have a material adverse effect on the business, condition (financial or otherwise), operations, operations or prospects of the PurchaserAcquired Business and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation of the Transaction; (3) except as identified in Section 5.3.3 of the Acquired Business Disclosure Document, conflict with or result in a material breach of or default under any material indenture or loan or credit agreement or any other material agreement or instrument to which the Purchaser ESI or any of its Subsidiaries EHGI is a party or by which it or they or any of its or their the material properties of the Acquired Business may be affected or bound; (4) except as identified in Section 5.3.4 of the Acquired Business Disclosure Document, require the authorization, consent, approval approval, or license of any third party of such a nature that party, except for those the failure of which to obtain the same would not reasonably be expected to have a material adverse effect on the business, condition (financial Acquired Business or otherwise), operations or prospects of the PurchaserAcquired Assets; or (5) except as identified in Section 5.3.5 of the Acquired Business Disclosure Document, constitute grounds for the loss or suspension of any permits, licenses licenses, or other authorizations material to used in the business, condition (financial or otherwise), operations or prospects of the PurchaserAcquired Business.

Absence of Breach; No Consents. The execution, delivery, and performance of - ----------------------------------- this Agreement, and the performance by the Purchaser and the Merger Subsidiary Parent of their its obligations hereunder created by this Agreement, do not (except for compliance with any regulatory or licensing laws applicable to the business of the Purchaser, all of which, to the extent applicable to the Purchaser or the Merger Subsidiary (and to the extent within the control of either), will be satisfied in all material respects prior to the Closing) do not, except as disclosed in Schedule 3.3: (1i) conflict with, and will not with or result in a breach of, of any of the provisions of the Articles Certificate of Incorporation (or By-Laws similar charter document) or Bylaws (or similar governing document) of the Purchaser or of any of its SubsidiariesParent; (2ii) contravene any law, ordinance, rule, or regulation of any State state or Commonwealth political subdivision of either or of the United States, States or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award affecting of any court or binding upon the Purchaser or any of its Subsidiaries or any of its or their material propertiesother authority having jurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds obligates the Purchaser Parent or any of its Subsidiaries or any of its or their material properties, except in any such case where event when such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations, or prospects of the Purchaser; (3) conflict with or result in a material breach of or default under any material indenture or loan or credit agreement or any other material agreement or instrument to which the Purchaser or any of its Subsidiaries is a party or by which it or they or any of its or their material properties may be affected or bound; (4) require the authorization, consent, approval or license of any third party of such a nature that the failure to obtain the same would have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the PurchaserParent, and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the Distribution; (iii) conflict with or result in a material breach of or default pursuant to any material indenture or loan or credit agreement or any other material agreement or instrument to which the Parent is a party or by which the Parent may be affected or obligated; (iv) require the authorization, consent, approval, or license of any third party; or (5v) constitute grounds any reason for the loss or suspension of any permits, licenses licenses, or other authorizations material to used in the business, condition (financial or otherwise), operations or prospects business of the PurchaserParent.

Absence of Breach; No Consents. The execution, delivery, and performance of ----------------------------------- this Agreement, and the performance by the Purchaser and the Merger Subsidiary Parent of their its obligations hereunder created by this Agreement, do not (except for compliance with any regulatory or licensing laws applicable to the business of the Purchaser, all of which, to the extent applicable to the Purchaser or the Merger Subsidiary (and to the extent within the control of either), will be satisfied in all material respects prior to the Closing) do not, except as disclosed in Schedule 3.3: (1i) conflict with, and will not with or result in a breach of, of any of the provisions of the Articles Certificate of Incorporation (or By-Laws similar charter document) or Bylaws (or similar governing document) of the Purchaser or of any of its SubsidiariesParent; (2ii) contravene any law, ordinance, rule, or regulation of any State state or Commonwealth political subdivision of either or of the United States, States or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award affecting of any court or binding upon the Purchaser or any of its Subsidiaries or any of its or their material propertiesother authority having jurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds obligates the Purchaser Parent or any of its Subsidiaries or any of its or their material properties, except in any such case where event when such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations, or prospects of the Purchaser; (3) conflict with or result in a material breach of or default under any material indenture or loan or credit agreement or any other material agreement or instrument to which the Purchaser or any of its Subsidiaries is a party or by which it or they or any of its or their material properties may be affected or bound; (4) require the authorization, consent, approval or license of any third party of such a nature that the failure to obtain the same would have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the PurchaserParent, and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the Distribution; (iii) conflict with or result in a material breach of or default pursuant to any material indenture or loan or credit agreement or any other material agreement or instrument to which the Parent is a party or by which the Parent may be affected or obligated; (iv) require the authorization, consent, approval, or license of any third party; or (5v) constitute grounds any reason for the loss or suspension of any permits, licenses licenses, or other authorizations material to used in the business, condition (financial or otherwise), operations or prospects business of the PurchaserParent.

Absence of Breach; No Consents. The To the best knowledge of Seller and the Company, the execution, delivery, delivery and performance of this Agreement, and the performance by the Purchaser and Seller and/or the Merger Subsidiary Company of their obligations hereunder (except for compliance with any regulatory or licensing laws applicable to the business of the Purchaserhereunder, all of which, to the extent applicable to the Purchaser or the Merger Subsidiary (and to the extent within the control of either), will be satisfied in all material respects prior to the Closing) do not, except as disclosed in Schedule 3.3: not (1) conflict with, and will not with or result in a breach of, of any of the provisions of the Articles of Incorporation or By-Laws of the Purchaser or of any of its SubsidiariesCompany; (2) contravene any law, ruleordinance, rule or regulation of any State or Commonwealth or political subdivision of the United Stateseither, or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award affecting of any court or binding upon the Purchaser or any of its Subsidiaries or any of its or their material propertiesother authority having jurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effecteffect and/or necessary to continue the Company Business, which affects or binds binds, the Purchaser Seller, the Company or all or any part of its Subsidiaries the Business Assets, Company Business or any material properties of its or their material propertiesthe Company, except in any such case where such contravention will not have a material adverse effect on the business, business condition (financial or otherwise), operations, operations or prospects of the PurchaserCompany and Company Business and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the Transaction; (3) conflict with or result in a material breach of or default under any material indenture or loan or credit agreement or any other material agreement or instrument to which the Purchaser or any of its Subsidiaries Seller and/or the Company is a party or by which it or they the Business Assets, Company Business, or any of its or their the material properties of the Company may be affected or boundbound where appropriate approval for the transfer has not been received; or (4) require the authorization, consent, approval approval, or license of any third party of such a nature that the failure to obtain the same would have a material adverse effect on the businessparty, condition (financial governmental or otherwise), operations otherwise which shall not be received at or prospects of the Purchaser; or (5) constitute grounds for the loss or suspension of any permits, licenses or other authorizations material to the business, condition (financial or otherwise), operations or prospects of the Purchaserbefore Closing.

Absence of Breach; No Consents. The execution, delivery, and performance of this AgreementAgreement by Seller, and the performance by the Purchaser and the Merger Subsidiary Seller of their its obligations hereunder (except for compliance with any regulatory or licensing laws applicable to the business of the Purchaserhereunder, all of which, to the extent applicable to the Purchaser or the Merger Subsidiary (and to the extent within the control of either), will be satisfied in all material respects prior to the Closing) do not, except as disclosed in Schedule 3.3: (1) except as identified in Section 4.3(1) of the Acquired Business Disclosure Document, conflict with, and will not with or result in a breach of, of any of the provisions of the Articles of Incorporation or By-Laws Bylaws of the Purchaser or of any of its SubsidiariesEGI ; (2) except as identified in Section 4.3(2) of the Acquired Business Disclosure Document, contravene any law, ordinance, rule, or regulation of Belgium or any State or Commonwealth or political subdivision of the United States, Belgium or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award affecting of any court or binding upon the Purchaser or any of its Subsidiaries or any of its or their material propertiesother authority having jurisdiction over, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds the Purchaser binds, Eltrax Belgium or all or any part of its Subsidiaries the Acquired Business or any material properties of its or their material propertiesthe Acquired Business, except in any such case where such contravention contravention, suspension or revocation will not have a material adverse effect on the business, condition (financial or otherwise), operations, operations or prospects of the PurchaserAcquired Business and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation of the Transaction; (3) except as identified in Section 4.3(3) of the Acquired Business Disclosure Document, conflict with or result in a material breach of or default under any material indenture or loan or credit agreement or any other material agreement or instrument to which the Purchaser or any of its Subsidiaries Seller is a party or by which it or they or any of its or their the material properties of the Acquired Business may be affected or bound; (4) except as identified in Section 4.3(4) of the Acquired Business Disclosure Document, require the authorization, consent, approval approval, or license of any third party of such a nature that party, except for those the failure of which to obtain the same would not reasonably be expected to have a material adverse effect on the business, condition (financial Acquired Business or otherwise), operations or prospects of the PurchaserAcquired Assets; or (5) except as identified in Section 4.3(5) of the Acquired Business Disclosure Document, constitute grounds for the loss or suspension of any permits, licenses licenses, or other authorizations material to used in the business, condition (financial or otherwise), operations or prospects of the PurchaserAcquired Business.

Absence of Breach; No Consents. The Except as set forth in the Company Disclosure Document, the execution, delivery, and performance of this Agreement, and the performance by the Purchaser and the Merger Subsidiary of their obligations hereunder (except for compliance with any regulatory or licensing laws applicable to the business each of the PurchaserSelling Parties of its respective obligations hereunder, all of which, to the extent applicable to the Purchaser or the Merger Subsidiary do not (and to the extent within the control of either), will be satisfied in all material respects prior to the Closing) do not, except as disclosed in Schedule 3.3: (1i) conflict with, and will not with or result in a breach of, of any of the provisions of the Articles its certificate of Incorporation formation and operating agreement, articles of incorporation and bylaws, or By-Laws of the Purchaser or of any of its Subsidiariespartnership agreement, as applicable; (2ii) contravene any law, ordinance, rule, or regulation of any State or Commonwealth political subdivision thereof or of the United States, States or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award affecting of any court or binding upon the Purchaser or any of its Subsidiaries or any of its or their material propertiesother authority having jurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds the Purchaser such Selling Party or any of its Subsidiaries or any of its or their respective material properties, except in any such case where such contravention will not have a Company Material Adverse Effect and will not have a material adverse effect on the business, condition (financial validity of this Agreement or otherwise), operations, or prospects on the validity of the Purchaserconsummation the Transaction; (3iii) conflict with or result in a material breach of or default under any material indenture or loan or credit agreement or any other material agreement or instrument to which the Purchaser or any of its Subsidiaries such Selling Party is a party or by which it or they or any of its or their material properties may be affected or bound, where the conflict, breach or default of which would have a Company Material Adverse Effect; (4iv) other than consents disclosed on the Company Disclosure Document, require the authorization, consent, approval approval, or license of any third party of such a nature that the failure to obtain the same would have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Purchaserparty; or (5v) constitute grounds for the loss or suspension of any permits, licenses licenses, or other authorizations material to used in the businessSpecial Logistics Business which, condition (financial or otherwise)in the aggregate, operations or prospects of the Purchaserwould have a Company Material Adverse Effect.

Absence of Breach; No Consents. The execution, delivery, and performance of this Agreement, and the performance by the Purchaser and Seller of its obligations hereunder, do not (1) contravene any law, ordinance, rule, or regulation of any State or Commonwealth or political subdivision of the Merger Subsidiary of their obligations hereunder (United States except for and compliance with any regulatory or licensing laws applicable to the business of the Purchaser, all of which, to the extent applicable to the Purchaser or the Merger Subsidiary Seller (and to the extent within the control of eitherthe Seller), will be satisfied in all material respects prior to the Closing) do not, except as disclosed in Schedule 3.3: (1) conflict with, and will not result in a breach of, any of the provisions of the Articles of Incorporation or By-Laws of the Purchaser or of any of its Subsidiaries; (2) contravene any law, rule, or regulation of any State or Commonwealth or of the United States), or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award affecting of any court or binding upon the Purchaser or any of its Subsidiaries or any of its or their material propertiesother authority having jurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds obligates, the Purchaser Seller or all or any part of its Subsidiaries the Acquired Business or any material properties of its or their material propertiesthe Acquired Business, except in any such case where such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations, operations or prospects of the PurchaserAcquired Business and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the Transaction; (32) conflict with or result in a material breach of or default under any material indenture or loan or credit agreement or any other material agreement or instrument to which the Purchaser Seller or any of its Subsidiaries part of the Acquired Business is a party or by which it or they or any of its or their the material properties of the Acquired Business may be affected or boundobligated; (43) require the authorization, consent, approval approval, or license of any third party of such a nature that the failure to obtain the same would have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Purchaserparty; or (54) constitute grounds for the loss or suspension of any permits, licenses licenses, or other authorizations material to used in the business, condition (financial or otherwise), operations or prospects of the PurchaserAcquired Business.

Absence of Breach; No Consents. The Except as specified in the EYI Disclosure Document, the execution, delivery, and performance of this Agreement, delivery and the performance by EYI of its obligations created by this Agreement, do not (i) conflict with or result in a breach of any of the Purchaser and provisions of the Merger Subsidiary Articles of their obligations hereunder Incorporation or Bylaws of EYI; (ii) contravene any law, ordinance, rule, or regulation of any state or political subdivision of either or of the United States (except for the HSR Act and compliance with any regulatory or licensing laws applicable to the business of the Purchaser, all of which, to the extent applicable to the Purchaser or the Merger Subsidiary EYI (and to the extent within the control of eitherEYI), will be satisfied in all material respects prior to the Closing) do not, except as disclosed in Schedule 3.3: (1) conflict with, and will not result in a breach of, any of the provisions of the Articles of Incorporation or By-Laws of the Purchaser or of any of its Subsidiaries; (2) contravene any law, rule, or regulation of any State or Commonwealth or of the United States), or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award affecting of any court or binding upon the Purchaser or any of its Subsidiaries or any of its or their material propertiesother authority having jurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds the Purchaser obligated, EYI or any of its Subsidiaries or any of its or their material properties, except in any such case where such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations, operations or prospects of EYI, and will not have a material adverse effect on the Purchaservalidity of this Agreement or on the validity of the consummation the Transaction; (3iii) conflict with or result in a material breach of or default under pursuant to any material indenture or loan or credit agreement or any other material agreement or instrument to which the Purchaser or any of its Subsidiaries EYI is a party or by which it or they or any of its or their material properties may be affected or boundobligated; (4iv) require the authorization, consent, approval approval, or license of any third party of such a nature that the failure to obtain the same would have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Purchaserparty; or (5v) constitute grounds any reason for the loss or suspension of any permits, licenses licenses, or other authorizations material to used in the business, condition (financial or otherwise), operations or prospects business of the PurchaserEYI.