Common use of Absence of Conflicts and Consent Requirements Clause in Contracts

Absence of Conflicts and Consent Requirements. Except as set forth in Section 5.5 of the Disclosure Schedules, Seller is not subject to and is not a party to any charter or bylaw, or mortgage, lien, lease, agreement, contract, instrument, law, rule, regulation, order, judgment or decree, or any other restriction of any kind or character that (i) adversely affects the Business, or financial condition of the Business or any of the Purchased Assets; (ii) would prevent consummation of the transactions contemplated hereby or would be violated or breached in any material respect by consummation of such transactions; (iii) would prevent Seller from complying with the terms, conditions and provisions of this Agreement; (iv) would adversely affect the ability of Buyer to operate the Business and Purchased Assets after the Closing on substantially the same basis as theretofore operated by Seller; or (v) would require the consent of any third party to the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the ancillary agreements to which Seller is a party and the consummation of the transactions contemplated hereby do not and will not (w) result in a violation of any law or order to which Seller or any of the Purchased Assets is subject; (x) conflict with or result in a violation of any provision of the articles of organization or other organizational documents of Seller; (y) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under, any Assigned Contract or any published Seller privacy policy; or (z) result in the imposition of any lien upon any of the Purchased Assets. No consent, waiver, approval, authorization, order, permit or license from, or registration, declaration or filing with, or notice to, any governmental authority is required by, or with respect to, Seller in connection with the execution and delivery of this Agreement or any ancillary agreement or the consummation of the transactions contemplated hereby. No person has any power of attorney to act on behalf of Seller in connection with its properties or business affairs.

Absence of Conflicts and Consent Requirements. Except as set forth in Section 5.5 of the Disclosure Schedules, Seller is not subject to and is not a party to any charter or bylaw, or mortgage, lien, lease, agreement, contract, instrument, law, rule, regulation, order, judgment or decree, or any other restriction of any kind or character that (i) adversely affects the Business, or financial condition of the Business or any of the Purchased Assets; , (ii) would prevent consummation of the transactions contemplated hereby or would be violated or breached in any material respect by consummation of such transactions; , (iii) would prevent such Seller from complying with the terms, conditions and provisions of this Agreement; , (iv) would adversely affect the ability of Buyer to operate the Business and Purchased Assets after the Closing on substantially the same basis as theretofore operated by Seller; Seller or (v) would require the consent of any third party other than the Bank and the USDA to the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the ancillary agreements to which Seller is a party and the consummation of the transactions contemplated hereby do not and will not (w) result in a violation of any law or order to which Seller or any of the Purchased Assets is subject; , (x) conflict with or result in a violation of any provision of the articles certificate of organization incorporation, bylaws or other charter or organizational documents of Seller; , (y) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under, any Assigned Contract or any published Seller privacy policy; , or (z) result in the imposition of any lien upon any of the Purchased Assets. No consent, waiver, approval, authorization, order, permit or license from, or registration, declaration or filing with, or notice to, any governmental authority is required by, or with respect to, Seller in connection with the execution and delivery of this Agreement or any ancillary agreement or the consummation of the transactions contemplated hereby. No person has any power of attorney to act on behalf of Seller in connection with its properties or business affairs.

Absence of Conflicts and Consent Requirements. Except as set forth in Section 5.5 of the Disclosure Schedules, Seller is not subject to (a) Seller's execution and is not a party to any charter or bylaw, or mortgage, lien, lease, agreement, contract, instrument, law, rule, regulation, order, judgment or decree, or any other restriction of any kind or character that (i) adversely affects the Business, or financial condition of the Business or any of the Purchased Assets; (ii) would prevent consummation of the transactions contemplated hereby or would be violated or breached in any material respect by consummation of such transactions; (iii) would prevent Seller from complying with the terms, conditions and provisions of this Agreement; (iv) would adversely affect the ability of Buyer to operate the Business and Purchased Assets after the Closing on substantially the same basis as theretofore operated by Seller; or (v) would require the consent of any third party to the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the ancillary agreements performance of its obligations hereunder will not (i) conflict with, violate or result in any breach or default or, with notice or lapse of time constitute a default, under (A) Seller's Articles of Incorporation or Bylaws, or (B) any mortgage, indenture, agreement, instrument or other contract to which Seller is a party and the consummation of the transactions contemplated hereby do not and will not or by which Seller or its property is bound, (wii) result in a violation the creation of any law mortgage, pledge, lien, encumbrance or order charge upon any assets or properties of Seller, or (iii) violate any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which Seller or any of its assets is subject or by which it is bound. Except as set forth in Exhibit 5.3 hereto, Seller's execution and delivery of this Agreement and performance of its obligations hereunder, including the Purchased Assets is subject; (x) conflict with or result in a violation of any provision of the articles of organization or other organizational documents of Seller; (y) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under, any Assigned Contract or any published Seller privacy policy; or (z) result in the imposition of any lien upon any sale of the Purchased Assets. No consent, waiver, approval, authorization, order, permit or license fromwill not require the consent of, or registration, declaration or any prior filing with, with or notice to, any governmental authority is required byauthority, lender or with respect toother third party, Seller in connection with and any such consent, filing or notice will be received or delivered, as the case may be, on or prior to the Closing Date. (b) The Shareholder's execution and delivery of this Agreement and performance of its obligations hereunder will not (i) conflict with, violate or result in any breach or default or, with notice or lapse of time constitute a default, under (A) the Shareholder's Certificate of Incorporation or Bylaws, or (B) any mortgage, indenture, agreement, instrument or other contract to which the Shareholder is a party or by which the Shareholder or its property is bound, (ii) result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the purchased assets, or (iii) violate any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which the Shareholder or any ancillary agreement of its assets is subject or by which it is bound. Except as set forth in Exhibit 5.3 hereto, the consummation Shareholder's execution and delivery of this Agreement and performance of its obligations hereunder, will not require the transactions contemplated hereby. No person has consent of, or any power of attorney prior filing with or notice to, any governmental authority, lender or other third party, and any such consent, filing or notice will be received or delivered, as the case may be, on or prior to act on behalf of Seller in connection with its properties or business affairsthe Closing Date.

Absence of Conflicts and Consent Requirements. Except as set forth in Section 5.5 of the Disclosure Schedules, Seller is not subject to Seller's --------------------------------------------- execution and is not a party to any charter or bylaw, or mortgage, lien, lease, agreement, contract, instrument, law, rule, regulation, order, judgment or decree, or any other restriction of any kind or character that (i) adversely affects the Business, or financial condition of the Business or any of the Purchased Assets; (ii) would prevent consummation of the transactions contemplated hereby or would be violated or breached in any material respect by consummation of such transactions; (iii) would prevent Seller from complying with the terms, conditions and provisions delivery of this Agreement, and the performance of its obligations hereunder, do not and will not: (a) conflict with or violate Seller's Articles of Incorporation or bylaws; (ivb) would adversely affect materially violate or, alone or with notice or the ability passage of Buyer time, result in the breach or the termination of, or otherwise give any contracting party the right to operate terminate or declare a default under, the Business and Purchased Assets after the Closing on substantially the same basis as theretofore operated by Seller; or (v) would require the consent terms of any third party written agreement relating to the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the ancillary agreements Timberland Assets to which Seller is a party and the consummation or by which any of the transactions contemplated hereby do not Timberland Assets may be bound and will not which in any case would have a Material Adverse Effect; or (wc) result in a violation of violate any law judgment, order, decree, law, statute, regulation or order other judicial or governmental restriction to which Seller or any of the Purchased Assets is subject; (x) conflict with or result in a , the violation of which would have a Material Adverse Effect. Except for any provision filing required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended, and the articles of organization or other organizational documents of Seller; rules and regulations promulgated thereunder (y) conflict with"Xxxx-Xxxxx-Xxxxxx"), result in a breach of, constitute a default under, result in the acceleration of, create in there is no requirement applicable to Seller to make any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under, any Assigned Contract or any published Seller privacy policy; or (z) result in the imposition of any lien upon any of the Purchased Assets. No consent, waiver, approval, authorization, order, permit or license from, or registration, declaration or filing with, or notice toto obtain any permit, authorization, consent or approval of, any governmental or regulatory authority is required by, or with respect to, as a condition to the lawful performance by Seller in connection with the execution and delivery of this Agreement or any ancillary agreement or the consummation of the transactions contemplated hereby. No person has any power of attorney to act on behalf of Seller in connection with its properties or business affairsobligations hereunder.