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 Worldwide of its obligations created by 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 documents) of Worldwide; (ii) contravene any law, ordinance, rule, or regulation of any state or political subdivision of either the United States (except for regulatory or licensing laws all of which, to the extent applicable to Worldwide (and to the extent within the control of Worldwide), 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, Worldwide or any of its material properties, except in any event when such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of Worldwide, and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the Transaction; (iii) conflict with or result in a material breach of or default pursuant to any material agreement or instrument to which Worldwide is a party or by which it may be affected or obligated; (iv) require the authorization, consent, approval, or license of any third party; or (v) constitute any reason for the loss or suspension of any permits, licenses, or other authorizations used in the business of Worldwide.

Absence of Breach; No Consents. The execution, delivery, and performance of this Agreement, and the performance by Worldwide the Company of its obligations created by 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 documentsdocument) of Worldwidethe Company; (ii) contravene any law, ordinance, rule, or regulation of any state or political subdivision of either the United States (except for compliance with regulatory or licensing laws all of which, to the extent applicable to Worldwide the Company (and to the extent within the control of Worldwidethe Company), 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, Worldwide obligates the Company or any of its material properties, except in any event when such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of Worldwidethe Company, and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the Transaction; (iii) conflict with or result in a material breach of or default pursuant to any material agreement or instrument to which Worldwide the Company is a party or by which it the Company may be affected or obligated; (iv) require the authorization, consent, approval, or license of any third party; or (v) constitute any reason for the loss or suspension of any permits, licenses, or other authorizations used in the business of Worldwidethe Company.

Absence of Breach; No Consents. The execution, delivery, and performance of this Agreement, and the performance by Worldwide the Company of its obligations created by 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 documents) of Worldwidethe Company; (ii) contravene any law, ordinance, rule, or regulation of any state or political subdivision of either or of the United States (except for regulatory or licensing laws all of which, to the extent applicable to Worldwide (and to the extent within the control of Worldwide), 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, 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 obligatesobligated, Worldwide the Company or any of its material properties, except in any event such case when such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of Worldwidethe Company, and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the Transaction; (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 Worldwide the Company is a party or by which it may be affected or obligated; (iv) require the authorization, consent, approval, or license of any third party; or (v) constitute any reason for the loss or suspension of any permits, licenses, or other authorizations used in the business of Worldwidethe Company.

Absence of Breach; No Consents. The execution, delivery, and performance of this Agreement, and the performance by Worldwide the Company of its obligations created by 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 documents) of Worldwidethe Company; (ii) contravene any law, ordinance, rule, or regulation of any state State or political subdivision of either or of the United States (except for the HSR Act and compliance with regulatory or licensing laws all of which, to the extent applicable to Worldwide the Company (and to the extent within the control of Worldwidethe Company), 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, Worldwide the Company or any of its material properties, except in any event when such case where such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of Worldwidethe Company, and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the Transaction; (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 Worldwide the Company is a party or by which it the Company may be affected or obligated; (iv) require the authorization, consent, approval, or license of any third party; or (v) constitute any reason for the loss or suspension of any permits, licenses, or other authorizations used in the business of Worldwidethe Company.

Absence of Breach; No Consents. The execution, delivery, delivery and performance of this Agreement, and the performance by Worldwide the Purchaser of its obligations created by this Agreementhereunder, do not (i1) 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 documents) of Worldwidethe Purchaser; (ii2) to its knowledge contravene any law, ordinance, rule, rule or regulation of any state State or Commonwealth or political subdivision of either or of the United States (except for regulatory or licensing laws all of which, to the extent applicable to Worldwide (and to the extent within the control of Worldwide), 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, 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, Worldwide binds the Purchaser or any of its material properties, except in any event when 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 Worldwidethe Purchaser, taken as a whole, and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the TransactionAgreement; (iii3) conflict with or result in a material breach of or default pursuant to under any material indenture or loan or credit agreement or any other material agreement or instrument to which Worldwide the Purchaser is a party or by which it or any of their material properties may be affected or obligatedbound; (iv4) to its knowledge require the authorization, consent, approval, approval or license of any third party; or (v5) to its knowledge constitute any reason grounds for the loss or suspension of any permits, licenses, licenses or other authorizations used in the business of Worldwidethe Purchaser.

Absence of Breach; No Consents. The execution, delivery, and performance of - ----------------------------------- this Agreement, and the performance by Worldwide the Subsidiary of its obligations created by 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 documentsdocument) of Worldwidethe Subsidiary; (ii) contravene any law, ordinance, rule, or regulation of any state or political subdivision of either or of the United States (except for regulatory or licensing laws all of which, to the extent applicable to Worldwide (and to the extent within the control of Worldwide), 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, Worldwide obligates the Subsidiary or any of its material properties, except in any event when such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of Worldwidethe Subsidiary, and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the TransactionDistribution; (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 Worldwide the Subsidiary is a party or by which it the Subsidiary may be affected or obligated; (iv) require the authorization, consent, approval, or license of any third party; or (v) constitute any reason for the loss or suspension of any permits, licenses, or other authorizations used in the business of Worldwidethe Subsidiary.

Absence of Breach; No Consents. The execution, delivery, and performance of this Agreementthat Consent To Recession, and the performance by Worldwide of its obligations created by this Agreement, do does 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 documents) of WorldwideCTC; (ii) contravene any law, ordinance, rule, or regulation of any state State or political subdivision of either or of the United States (except for regulatory or licensing laws all of which, to the extent applicable to Worldwide (and to the extent within the control of Worldwide)States, 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 obligatesobligated, Worldwide CTC or any of its material properties, except in any event when such case where such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of WorldwideCTC, and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the Transaction; (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 Worldwide CTC is a party or by which it may be affected or obligated; (iv) require the authorization, consent, approval, or license of any third party; or (v) constitute any reason for the loss or suspension of any permits, licenses, or other authorizations used in the business of WorldwideCTC.

Absence of Breach; No Consents. The execution, delivery, and performance of this Agreement, and the performance by Worldwide the Company of its obligations created by this Agreement, do not not, except as disclosed in Schedule 5.4 to this Agreement, (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 documents) of Worldwidethe Company; (ii) contravene any law, ordinance, rule, or regulation of any state State or political subdivision of either or of the United States (except for the HSR Act and compliance with regulatory or licensing laws all of which, to the extent applicable to Worldwide the Company (and to the extent within the control of Worldwidethe Company), 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 obligatesobligated, Worldwide the Company or any of its material properties, except in any event when such case where such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of Worldwidethe Company, and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the Transaction; (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 Worldwide the Company is a party or by which it may be affected or obligated; (iv) require the authorization, consent, approval, or license of any third party; or (v) constitute any reason for the loss or suspension of any permits, licenses, or other authorizations used in the business of Worldwidethe Company.

Absence of Breach; No Consents. The execution, delivery, and performance of this Agreement, and the performance by Worldwide the Seller of its obligations created by this Agreementhereunder, 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 documents) of Worldwide; (ii1) contravene any law, ordinance, rule, or regulation of any state State or Commonwealth or political subdivision of either the United States (except for and compliance with regulatory or licensing laws all of which, to the extent applicable to Worldwide the Seller (and to the extent within the control of Worldwidethe 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, Worldwide the Seller or all or any part of its the Acquired Business or any material propertiesproperties of the Acquired Business, except in any event when such case where such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of Worldwide, the Acquired Business and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the Transaction; (iii2) conflict with or result in a material breach of or default pursuant to under any material indenture or loan or credit agreement or any other material agreement or instrument to which Worldwide the Seller or any of part of the Acquired Business is a party or by which it any of the material properties of the Acquired Business may be affected or obligated; (iv3) require the authorization, consent, approval, or license of any third party; or (v4) constitute any reason grounds for the loss or suspension of any permits, licenses, or other authorizations used in the business of WorldwideAcquired Business.