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

Absence of Breach; No Consents. The execution, delivery, and performance of this Agreement by Seller, and the performance by Seller of its obligations hereunder, do not, (1) except as identified in Section 4.3(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 EGI ; (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 political subdivision of Belgium 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 over, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds, Eltrax Belgium or all or any part of the Acquired Business or any material properties of the Acquired Business, except in any such case where such 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 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 agreement or instrument to which Seller is a party or by which any of 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, 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 (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, or other authorizations used in the Acquired Business.

Absence of Breach; No Consents. The execution, delivery, and performance of this Agreement by SellerVTI and ESPL, and the performance by Seller VTI and ESPL of its their respective obligations hereunder, do not, (1) except as identified in the Schedule to Section 4.3(1) 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 Bylaws, or Memorandum and Articles of EGI Association, as the case may be, of VTI or ESPL, respectively; (2) except as identified in the Schedule to Section 4.3(2) 5.3.2 of the Acquired Business Disclosure Document, contravene any law, ordinance, rule, rule or regulation of Belgium or any political subdivision of Belgium or of any applicable foreign jurisdictionin the respective jurisdictions in which they have been incorporated, or contravene any order, writ, judgment, injunction, decree, determination, or award of any court or other authority having jurisdiction over, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds, Eltrax Belgium VTI or ESPL or all or any part of the Acquired Business or any material properties of the Acquired Business, except in any such case where such 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 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 4.3(3) 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 agreement or instrument to which Seller VTI or ESPL is a party or by which any of the material properties of the Acquired Business may be affected or bound; (4) except as identified in the Schedule to Section 4.3(4) 5.3.4 of the Acquired Business Disclosure Document, 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 (5) except as identified in the Schedule to Section 4.3(5) 5.3.5 of the Acquired Business Disclosure Document, Document 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 execution, delivery, and performance of this Agreement by SellerAgreement, and the performance by Seller the Purchaser and the Merger Subsidiary of its their obligations hereunderhereunder (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) except as identified in Section 4.3(1) of the Acquired Business Disclosure Documentconflict with, conflict with or and will not result in a breach of of, any of the provisions of the Articles of Incorporation or Bylaws By-Laws of EGI the Purchaser or of any of its Subsidiaries; (2) except as identified in Section 4.3(2) of the Acquired Business Disclosure Document, contravene any law, ordinance, rule, or regulation of Belgium any State or any political subdivision Commonwealth or of Belgium the United States, or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award affecting or binding upon the Purchaser or any of its Subsidiaries or any court of its or other authority having jurisdiction overtheir material properties, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds, Eltrax Belgium or all binds the Purchaser or any part of the Acquired Business its Subsidiaries or any of its or their material properties of the Acquired Businessproperties, except in any such case where such contravention, suspension or revocation contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations operations, or prospects of the Acquired Business and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation of the TransactionPurchaser; (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 Seller the Purchaser or any of its Subsidiaries is a party or by which it or they or any of the its or their 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, except for those party of such a nature that the failure of which to obtain the same would not reasonably be expected to have a material adverse effect on the Acquired Business business, condition (financial or otherwise), operations or prospects of the Acquired AssetsPurchaser; 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 used in material to the Acquired Businessbusiness, condition (financial or otherwise), operations or prospects of the Purchaser.

Absence of Breach; No Consents. The execution, delivery, and performance of ----------------------------------- this Agreement by SellerAgreement, and the performance by Seller BEVsystems of its obligations hereundercreated by this Agreement, do not, not (1i) except as identified in Section 4.3(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 similar charter document) or Bylaws (or similar governing document) of EGI BEVsystems; (2ii) except as identified in Section 4.3(2) of the Acquired Business Disclosure Document, contravene any law, ordinance, rule, or regulation of Belgium any state or any political subdivision of Belgium 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 BEVsystems (and to the extent within the control of BEVsystems), 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 overjurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds, Eltrax Belgium or all obligates BEVsystems or any part of the Acquired Business or any its material properties of the Acquired Businessproperties, except in any event when such case where such contravention, suspension or revocation contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Acquired Business BEVsystems, and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation of the Transaction; (3iii) 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 pursuant to any material indenture or loan or credit agreement or any other material agreement or instrument to which Seller BEVsystems is a party or by which any of the material properties of the Acquired Business BEVsystems may be affected or boundobligated; (4iv) except as identified in Section 4.3(4) of the Acquired Business Disclosure Document, 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 (5v) except as identified in Section 4.3(5) of the Acquired Business Disclosure Document, constitute grounds any reason for the loss or suspension of any permits, licenses, or other authorizations used in the Acquired Businessbusiness of BEVsystems.

Absence of Breach; No Consents. The execution, delivery, and performance of this Agreement by SellerESI and EHGI, and the performance by Seller ESI and EHGI of its their respective obligations hereunder, do not, (1) except as identified in Section 4.3(1) 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 of' Incorporation or Bylaws of EGI ESI or EHGI; (2) except as identified in Section 4.3(2) 5.3.2 of the Acquired Business Disclosure Document, contravene any law, ordinance, rule, or regulation of Belgium any State or any Commonwealth or political subdivision of Belgium the United States or of any applicable foreign jurisdictionjurisdiction (except for the HSR Act and compliance with regulatory or licensing laws, ordinances, rules or regulations, all of which, to the extent applicable to ESI or EHGI will be satisfied in all material respects prior to the Closing), or contravene any order, writ, judgment, injunction, decree, determination, or award of any court or other authority having jurisdiction over, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds, Eltrax Belgium ESI or EHGI or all or any part of the Acquired Business or any material properties of the Acquired Business, except in any such case where such 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 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) 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 agreement or instrument to which Seller ESI or EHGI is a party or by which any of the material properties of the Acquired Business may be affected or bound; (4) except as identified in Section 4.3(4) 5.3.4 of the Acquired Business Disclosure Document, 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 (5) except as identified in Section 4.3(5) 5.3.5 of the Acquired Business Disclosure Document, 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 execution, delivery, execution and performance delivery of this Agreement by Sellerthe Sell-Side Companies do not, and the performance by Seller them of its their obligations hereunder, do hereunder will not, (1a) except as identified in Section 4.3(1) of the Acquired Business Disclosure Document, conflict with or result in a breach of any provision of the provisions articles of organization or operating agreement of Claremont or Sales, the Articles articles of Incorporation incorporation or Bylaws bylaws of EGI Seller or the articles of organization or operating agreement or the articles of incorporation or bylaws of any Claremont Subsidiary; (2b) except as identified in Section 4.3(2) of the Acquired Business Disclosure Document, contravene violate any law, ordinance, rule, rule or regulation of Belgium any state or any political subdivision of Belgium the United States (except for compliance with alcoholic beverage retail sales licensing laws applicable to Claremont), or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, determination or award of any court or other authority having jurisdiction overover any of the Sell-Side Companies or any Claremont Subsidiary or any of 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, Eltrax Belgium or all binds any of the Sell-Side Companies or any part of the Acquired Business Claremont Subsidiary or any of their material properties of properties, except, with respect to all matters described in this subsection (b), to the Acquired Business, except in any extent that such case where such contravention, suspension or revocation 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 Acquired 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; (3c) 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 Seller or any of its Subsidiaries is a party or by which it or they or any of the its or their material properties of the Acquired Business may be are affected or bound; (4d) except as identified in Section 4.3(4) of the Acquired Business Disclosure Document, require the authorization, consent, approval, permit or license of any third partyPerson, except for those 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 of which to obtain or make the same would not be reasonably be expected to have a material adverse effect Material Adverse Effect on the Acquired Business or the Acquired AssetsClaremont and Sales (considered as one enterprise); or (5e) except as identified in Section 4.3(5) of the Acquired Business Disclosure Document, constitute grounds for the loss or suspension of any permitsmaterial permit, licenses, license or other authorizations authorization used in the Acquired Businessby Sales, Claremont or a Claremont Subsidiary (other than alcoholic beverage retail sales licenses used by Claremont).

Absence of Breach; No Consents. The execution, delivery, and performance of this Agreement by SellerESI and EHGI, and the performance by Seller ESI and EHGI of its their respective obligations hereunder, do not, (1) except as identified in Section 4.3(1) 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 EGI ESI or EHGI; (2) except as identified in Section 4.3(2) 5.3.2 of the Acquired Business Disclosure Document, contravene any law, ordinance, rule, or regulation of Belgium any State or any Commonwealth or political subdivision of Belgium the United States or of any applicable foreign jurisdictionjurisdiction (except for the HSR Act and compliance with regulatory or licensing laws, ordinances, rules or regulations, all of which, to the extent applicable to ESI or EHGI will be satisfied in all material respects prior to the Closing), or contravene any order, writ, judgment, injunction, decree, determination, or award of any court or other authority having jurisdiction over, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds, Eltrax Belgium ESI or EHGI or all or any part of the Acquired Business or any material properties of the Acquired Business, except in any such case where such 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 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) 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 agreement or instrument to which Seller ESI or EHGI is a party or by which any of the material properties of the Acquired Business may be affected or bound; (4) except as identified in Section 4.3(4) 5.3.4 of the Acquired Business Disclosure Document, 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 (5) except as identified in Section 4.3(5) 5.3.5 of the Acquired Business Disclosure Document, 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 execution, delivery, and performance of this Agreement by SellerAgreement, and the performance by the Seller of its obligations hereundercreated by the provisions of this Agreement, do not, not (1a) except as identified in Section 4.3(1) of the Acquired Business Disclosure Document, conflict with or result in a breach of any of the provisions of the Articles Certificate of Incorporation or Bylaws of EGI the Seller; (2b) except as identified in Section 4.3(2) of the Acquired Business Disclosure Document, contravene any law, ordinance, rule, or regulation of Belgium any State or any Commonwealth or political subdivision of Belgium either or of the United States (except for 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 overjurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds, Eltrax Belgium obligates the Seller or all or any part of the Acquired Business Assets or any material properties of the Acquired Business, except in any such case where such contravention, suspension or revocation contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of the Acquired 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; (3c) except as identified in Section 4.3(3) of the Acquired Business Disclosure Documentconflict with, conflict 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 Seller or any of part of the Acquired Business is a party or by which any of the material properties of the Acquired Business Assets may be affected or boundobligated; (4d) except as identified in Section 4.3(4) of the Acquired Business Disclosure Document, 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 (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, or other authorizations used in the Acquired Business.

Absence of Breach; No Consents. The execution, delivery, and performance of this Agreement by SellerSellers, and the performance by Seller Sellers of its their respective obligations hereunder, do not, (1) except as identified in Section 4.3(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 EGI EHAG or EAG; (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 political subdivision the laws of Belgium Switzerland or of any applicable foreign jurisdictionjurisdiction (except for compliance with regulatory or licensing laws, ordinances, rules or regulations, all of which, to the extent applicable to EHAG or EAG will be satisfied in all material respects prior to the Closing), or contravene any order, writ, judgment, injunction, decree, determination, or award of any court or other authority having jurisdiction over, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or binds, Eltrax Belgium EHAG or EAG or all or any part of the Acquired Business or any material properties of the Acquired Business, except in any such case where such 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 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 Seller EHAG or EAG is a party or by which any of 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, 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 (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, or other authorizations used in the Acquired Business.