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 Seller of its obligations specified by the provisions of this Agreement, do not (i) contravene any law, ordinance, rule or regulation of any State or Commonwealth or political subdivision of the United States, except for and compliance with regulatory or licensing laws all of which, to the extent applicable to the Seller (and to the extent within the Control of the Seller), will be satisfied in all material respects prior to the Closing), or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree determination, or award of any court or other authority having jurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or obligates the Seller or all or any part of the Acquired Business or any of the Acquired Assets or any material properties of the Acquired Business, except in any such event when such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Acquired Business or any of the Acquired Assets and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the Transaction; (ii) 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 Seller or any of part of the Acquired Business is a party or by which any of the material properties of the Acquired Business may be affected or obligated; (iii) require the authorization, consent, approval, or license of any third party; or (iv) provide justification for the loss or suspension of any permits, licenses, or other authorizations used in the Acquired Business.

Absence of Breach; No Consents. The execution, delivery delivery, and performance of this Agreement, and the performance by the Seller Sycamore of its obligations specified created by the provisions of this Agreement, do not (i) conflict with or result in a breach of any of the provisions of the Articles of Incorporation (or similar charter document) or Bylaws (or similar governing document) of Sycamore; (ii) contravene any law, ordinance, rule rule, or regulation of any State or Commonwealth state or political subdivision of either or of the United States, except for and compliance with regulatory or licensing laws all of which, to the extent applicable to the Seller (and to the extent within the Control of the Seller), will be satisfied in all material respects prior to the Closing), States or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree decree, determination, or award of any court or other authority having jurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or obligates the Seller or all or any part of the Acquired Business Sycamore or any of the Acquired Assets or any its material properties of the Acquired Businessproperties, except in any such event when such contravention will not have a material adverse effect Material Adverse Effect on the business, condition (financial or otherwise), operations or prospects of the Acquired Business or any of the Acquired Assets Sycamore, and will not have a material adverse effect Material Adverse Effect on the validity of this Agreement or on the validity of the consummation the Transaction; (iiiii) 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 Seller or any of part of the Acquired Business Sycamore is a party or by which any of the material properties of the Acquired Business Sycamore may be affected or obligated; (iiiiv) require the authorization, consent, approval, or license of any third party; or (ivv) provide justification constitute any reason for the loss or suspension of any permits, licenses, or other authorizations used in the Acquired Businessbusiness of Sycamore.

Absence of Breach; No Consents. 4 The execution, delivery delivery, and performance of this AgreementAgreement by the Seller, and the performance by the Seller of its obligations specified by hereunder, do not, except as identified on Schedule 5.3 of the Acquired Business Disclosure Document, (1) conflict with or result in a breach of any of the provisions of this Agreement, do not the Articles of Incorporation or Bylaws of the Seller; (i2) contravene any law, ordinance, rule rule, or regulation of any State or Commonwealth or political subdivision of the United States, except for and compliance with regulatory or licensing laws all of which, to the extent applicable to the Seller (and to the extent within the Control of the Seller), will be satisfied in all material respects prior to the Closing), or of any applicable foreign jurisdictionjurisdiction , or contravene any order, writ, judgment, injunction, decree decree, determination, or award of any court or other authority having jurisdictionjurisdiction over, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or obligates binds, the Seller or all or any part of the Acquired Business or any of the Acquired Assets or any material properties of the Acquired Business, except in any such event when case where such contravention contravention, suspension or revocation will not have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Acquired Business or any of the Acquired Assets and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation of the Transaction; (ii3) 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 Seller or any of part of the Acquired Business is a party or by which any of the material properties of the Acquired Business may be affected or obligatedbound; (iii4) require the authorization, consent, approval, or license of any third party, except for those the failure of which to obtain would not reasonably be expected to have a material adverse effect on the Acquired Business or the Acquired Assets; or (iv5) provide justification constitute grounds for the loss or suspension of any permits, licenses, or other authorizations used in the Acquired Business.

Absence of Breach; No Consents. The Except as specified in the EYI Disclosure Document, the execution, delivery and performance of this Agreement, and the performance by the Seller EYI of its obligations specified created by the provisions of this Agreement, do not (i) conflict with or result in a breach of any of the provisions of the Articles of Incorporation or Bylaws of EYI; (ii) contravene any law, ordinance, rule rule, or regulation of any State or Commonwealth state or political subdivision of either or of the United States, States (except for the HSR Act and compliance with regulatory or licensing laws all of which, to the extent applicable to the Seller EYI (and to the extent within the Control control of the SellerEYI), will be satisfied in all material respects prior to the Closing), or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree decree, determination, or award of any court or other authority having jurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or obligates the Seller or all or any part of the Acquired Business obligated, EYI or any of the Acquired Assets or any its material properties of the Acquired Businessproperties, except in any such event when case where such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Acquired Business or any of the Acquired Assets EYI, and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the Transaction; (iiiii) 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 Seller or any of part of the Acquired Business EYI is a party or by which any of the material properties of the Acquired Business it may be affected or obligated; (iiiiv) require the authorization, consent, approval, or license of any third party; or (ivv) provide justification constitute any reason for the loss or suspension of any permits, licenses, or other authorizations used in the Acquired Businessbusiness of EYI.

Absence of Breach; No Consents. The execution, delivery delivery, and performance of this Agreement, and the performance by the Seller Purchaser of its obligations specified by the provisions of this Agreement, do not hereunder (i) contravene any law, ordinance, rule or regulation of any State or Commonwealth or political subdivision of the 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 Seller Purchaser (and to the extent within the Control of the Sellerits control), will be satisfied in all material respects prior to the Closing)) do not, (i) conflict with, and will not result in a breach of, any of the provisions of the Articles of Incorporation or By-Laws of Purchaser; (ii) to the knowledge of Purchaser contravene any Legal Requirement, or of any applicable foreign jurisdiction, or contravene any order, writ, judgmentjudgement, injunction, decree decree, determination, or award affecting or binding upon the Purchaser or any of any court or other authority having jurisdictionits material properties, or cause the suspension or revocation of any authorization, consent, approval, or license, Governmental Authorization presently in effect, which affects or obligates the Seller or all or any part of the Acquired Business bind Purchaser or any of the Acquired Assets or any its material properties of the Acquired Businessproperties, except in any such event when case where such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations operations, or prospects of the Acquired Business or any of the Acquired Assets and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the TransactionPurchaser; (iiiii) 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 Seller or any of part of the Acquired Business Purchaser is a party or by which it or any of the its material properties of the Acquired Business may be affected or obligatedbound; (iiiiv) require the authorization, consent, approval, approval or license of any third party; 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 Purchaser, and (ivv) provide justification constitute grounds for the loss or suspension of any permits, licenses, licenses or other authorizations used in material to the Acquired Businessbusiness, condition (financial or otherwise), operations or prospects of Purchaser.

Absence of Breach; No Consents. The Except as set forth in the Company Disclosure Document, the execution, delivery delivery, and performance of this Agreement, and the performance by each of the Seller Selling Parties of its respective obligations specified by the provisions of this Agreementhereunder, do not (i) conflict with or result in a breach of any of the provisions of its certificate of formation and operating agreement, articles of incorporation and bylaws, or partnership agreement, as applicable; (ii) contravene any law, ordinance, rule rule, or regulation of any State or Commonwealth or political subdivision thereof or of the United States, except for and compliance with regulatory or licensing laws all of which, to the extent applicable to the Seller (and to the extent within the Control of the Seller), will be satisfied in all material respects prior to the Closing), States or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree decree, determination, or award of any court or other authority having jurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or obligates the Seller or all or any part of the Acquired Business binds such Selling Party or any of the Acquired Assets or any its respective material properties of the Acquired Businessproperties, except in any such event when case where such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Acquired Business or any of the Acquired Assets Company Material Adverse Effect and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the Transaction; (iiiii) 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 Seller or any of part of the Acquired Business such Selling Party is a party or by which it or any of the material its properties of the Acquired Business may be affected or obligatedbound, where the conflict, breach or default of which would have a Company Material Adverse Effect; (iiiiv) other than consents disclosed on the Company Disclosure Document, require the authorization, consent, approval, or license of any third party; or (ivv) provide justification constitute grounds for the loss or suspension of any permits, licenses, or other authorizations used in the Acquired BusinessSpecial Logistics Business which, in the aggregate, would have a Company Material Adverse Effect.

Absence of Breach; No Consents. The execution, delivery and performance of this Agreement, and the performance by the Seller of its obligations specified by the provisions of this Agreement, do not (i) contravene any law, ordinance, rule or regulation of any State or Commonwealth or political subdivision of the United States, States except for and compliance with regulatory or licensing laws all of which, to the extent applicable to the Seller (and to the extent within the Control of the Seller), will be satisfied in all material respects prior to the Closing), or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree determination, or award of any court or other authority having jurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or obligates the Seller or all or any part of the Acquired Business or any of the Acquired Assets or any material properties of the Acquired Business, except in any such event when such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Acquired Business or any of the Acquired Assets and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the Transaction; (ii) 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 Seller or any of part of the Acquired Business is a party or by which any of the material properties of the Acquired Business may be affected or obligated; (iii) require the authorization, consent, approval, or license of any third party; or (iv) provide justification for the loss or suspension of any permits, licenses, or other authorizations used in the Acquired Business.

Absence of Breach; No Consents. The execution, delivery delivery, and performance of - ----------------------------------- this Agreement, and the performance by the Seller Parent of its obligations specified created by the provisions of this Agreement, do not (i) conflict with or result in a breach of any of the provisions of the Certificate of Incorporation (or similar charter document) or Bylaws (or similar governing document) of the Parent; (ii) contravene any law, ordinance, rule rule, or regulation of any State or Commonwealth state or political subdivision of either or of the United States, except for and compliance with regulatory or licensing laws all of which, to the extent applicable to the Seller (and to the extent within the Control of the Seller), will be satisfied in all material respects prior to the Closing), States or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree decree, determination, or award of any court or other authority having jurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or obligates the Seller or all or any part of the Acquired Business Parent or any of the Acquired Assets or any its material properties of the Acquired Businessproperties, except in any such event when such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Acquired Business or any of the Acquired Assets Parent, and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the TransactionDistribution; (iiiii) 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 Seller or any of part of the Acquired Business Parent is a party or by which any of the material properties of the Acquired Business Parent may be affected or obligated; (iiiiv) require the authorization, consent, approval, or license of any third party; or (ivv) provide justification constitute any reason for the loss or suspension of any permits, licenses, or other authorizations used in the Acquired Businessbusiness of the Parent.