Common use of Absence of Defaults and Conflicts Resulting from the Transaction Clause in Contracts

Absence of Defaults and Conflicts Resulting from the Transaction. Neither (i) the execution, delivery or performance of this Agreement by the Company or TMM Holdings nor (ii) the offering and sale of the Offered Securities violates, conflicts with or constitutes a breach of any of the terms or provisions of, or will violate, conflict with or constitute a breach of any of the terms or provisions of, or a default under (or an event that with notice or the lapse of time, or both, would constitute a default under), or require consent under, or result in the imposition of a lien or encumbrance on any property or assets of the Company or any of its subsidiaries, or a Debt Repayment Triggering Event (as defined below) pursuant to, (a) the charter or bylaws or other organizational documents of the Company or any of its Significant Subsidiaries, (b) any bond, debenture, note, indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party or by which any of them is bound or to which any of their properties are subject, (c) any statute, rule or regulation applicable to the Company or any of its Significant Subsidiaries or any of their assets or properties or (d) any judgment, order or decree of any court or governmental agency, body or authority or administrative agency, domestic or foreign, having jurisdiction over the Company or any of its Significant Subsidiaries or any of their assets or properties, except, with respect to clauses (b) through (d), as could not reasonably be expected to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Significant Subsidiaries.

Absence of Defaults and Conflicts Resulting from the Transaction. Neither (i) the execution, delivery or performance of this Agreement by the Company or TMM Holdings nor (ii) the offering and sale of the Offered Securities by the Company violates, conflicts with or constitutes a breach of any of the terms or provisions of, or will violate, conflict with or constitute a breach of any of the terms or provisions of, or a default under (or an event that with notice or the lapse of time, or both, would constitute a default under), or require consent under, or result in the imposition of a lien or encumbrance on any property or assets of the Company or any of its subsidiaries, or a Debt Repayment Triggering Event (as defined below) pursuant to, (a) the charter or bylaws or other organizational documents of the Company or any of its Significant Subsidiaries, (b) any bond, debenture, note, indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party or by which any of them is bound or to which any of their properties are subject, (c) any statute, rule or regulation applicable to the Company or any of its Significant Subsidiaries or any of their assets or properties or (d) any judgment, order or decree of any court or governmental agency, body or authority or administrative agency, domestic or foreign, having jurisdiction over the Company or any of its Significant Subsidiaries or any of their assets or properties, except, with respect to clauses (b) through (d), as could not reasonably be expected to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Significant Subsidiaries.

Absence of Defaults and Conflicts Resulting from the Transaction. Neither None of (i) the execution, delivery or performance of this Agreement by the Company or Company, TMM Holdings nor or New TMM Holdings, (ii) the offering and sale of the Offered Securities by the Company and (iii) the consummation of the Reorganization or the other transactions contemplated hereby or by the Transaction Agreements violates, conflicts with or constitutes a breach of any of the terms or provisions of, or will violate, conflict with or constitute a breach of any of the terms or provisions of, or a default under (or an event that with notice or the lapse of time, or both, would constitute a default under), or require consent under, or result in the imposition of a lien or encumbrance on any property or assets of the Company or any of its subsidiaries, or a Debt Repayment Triggering Event (as defined below) pursuant to, (a) the charter or bylaws or other organizational documents of the Company or any of its Significant Subsidiaries, (b) any bond, debenture, note, indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party or by which any of them is bound or to which any of their properties are subject, (c) any statute, rule or regulation applicable to the Company or any of its Significant Subsidiaries or any of their assets or properties or (d) any judgment, order or decree of any court or governmental agency, body or authority or administrative agency, domestic or foreign, having jurisdiction over the Company or any of its Significant Subsidiaries or any of their assets or properties, except, with respect to clauses (b) through (d), as could not reasonably be expected to have a Material Adverse Effect; a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Significant Subsidiaries.

Absence of Defaults and Conflicts Resulting from the Transaction. Neither (i) the The execution, delivery or and performance of this Agreement by and the Company Deposit Agreement, and the consummation of the transactions contemplated herein or TMM Holdings nor therein and in the Registration Statement (ii) including the offering issuance and sale of the Offered Securities violatesand the Ordinary Shares represented by the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement, conflicts the Time of Sale Prospectus and the Prospectus under the heading “Use of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or constitutes a breach without the giving of any notice or passage of the terms time or provisions of, or will violateboth, conflict with or constitute a breach of any of the terms or provisions of, or a default under or Repayment Event (or an event that with notice or the lapse of time, or both, would constitute a default under), or require consent as defined below) under, or result in the creation or imposition of a lien any lien, charge or encumbrance on upon any property or assets of the Company or any of its subsidiaries, the Subsidiaries or a Debt Repayment Triggering Event (as defined below) Affiliated Entities pursuant to, the Agreements and Instruments, nor will such action result in (aA) any violation of the charter or bylaws or other organizational documents provisions of Organizational Documents of the Company or any of its Significant Subsidiariesthe Subsidiaries or Affiliated Entities, (bB) a violation of any bondapplicable law, debenture, note, indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party or by which any of them is bound or to which any of their properties are subject, (c) any statute, rule or regulation applicable to the Company or any of its Significant Subsidiaries or any of their assets or properties or (d) any regulation, rule, judgment, order order, writ or decree of any government, government instrumentality or court or governmental agency, body or authority or administrative agency, domestic or foreign, having jurisdiction over the Company or any of its Significant the Subsidiaries or Affiliated Entities or any of their assets assets, properties or propertiesoperations, except, with respect to clauses or (bC) through (d), as could not reasonably be expected to have a Material Adverse Effect; a any breach or default of the Governmental Licenses. A “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, gives the holder of any note, debenture, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Significant Subsidiariesthe Subsidiaries or Affiliated Entities.