Common use of Absence of Restrictions and Conflicts Clause in Contracts

Absence of Restrictions and Conflicts. Except as set forth on ------------------------------------- the LSI Disclosure Schedule, the execution, delivery and performance of this Agreement and the consummation of the Exchange and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the relevant governing corporate documents of LSI or the LSI Subsidiaries, (ii) any LSI Material Contract (as defined in Section 3.12), (iii) any judgment, decree or order of any court or governmental authority or agency to which LSI or the LSI Subsidiaries are parties or by which LSI or an LSI Subsidiary or any of their respective properties is bound, or (iv) any statute, law, regulation or rule applicable to LSI, including the Companies Act and the City Code on Takeovers and Mergers (the "Takeover Code"), other than such violations, conflicts, breaches or defaults which would not have an LSI Material Adverse Effect. Except for compliance with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and applicable securities laws, including the Takeover Code, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental agency or public or regulatory unit, agency, body or authority with respect to LSI is required in connection with the execution, delivery or performance of this Agreement by LSI or the consummation of the transactions contemplated hereby.

Absence of Restrictions and Conflicts. Except as set forth on ------------------------------------- the LSI Disclosure Schedule, the The execution, delivery and performance of this Agreement and Agreement, the consummation of the Exchange Merger and the other transactions contemplated by this Agreement, and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the relevant governing corporate documents Articles or Certificate of LSI Incorporation or the LSI SubsidiariesBylaws of Harbinger or any of its subsidiaries, (ii) any LSI Harbinger Material Contract (as defined in Section 3.12)Contract, (iii) any judgment, decree or order of any court or governmental authority or agency to which LSI Harbinger or the LSI Subsidiaries are parties any of its subsidiaries is a party or by which LSI or an LSI Subsidiary Harbinger, any of its subsidiaries or any of their respective properties is bound, or (iv) any statute, law, regulation or rule applicable to LSIHarbinger, including or any of its subsidiaries, so as to have, in the Companies Act and the City Code on Takeovers and Mergers case of subsections (the "Takeover Code")ii) through (iv) above, other than such violations, conflicts, breaches or defaults which would not have an LSI a Harbinger Material Adverse Effect. Except for compliance with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), applicable state securities laws and applicable securities laws, including filing and recordation of the Takeover CodeGeorgia Certificate of Merger as required by the GBCC and the Michigan Certificate of Merger as required by the MBCA, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental government agency or public or regulatory unit, agency, body or authority with respect to LSI Harbinger or any of its subsidiaries is required in connection with the execution, delivery or performance of this Agreement by LSI Harbinger or Newco or the consummation of the transactions contemplated herebyby this Agreement by Harbinger or Newco, the failure to obtain which would have a Harbinger Material Adverse Effect, including without limitation any Notification and Report Forms and related material required to be filed under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act.

Absence of Restrictions and Conflicts. Except Subject only to the approval of the adoption of this Agreement and the Merger by RSI's shareholders and except as set forth on ------------------------------------- the LSI Disclosure ScheduleSCHEDULE 3.5, the execution, delivery and performance of this Agreement and the consummation of the Exchange Merger and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the relevant governing corporate documents Articles of LSI Incorporation or the LSI SubsidiariesBylaws of RSI, (ii) any LSI "Material Contract Contract" (as defined in Section 3.12herein), (iii) any judgment, decree or order of any court or governmental authority or agency to which LSI or the LSI Subsidiaries are parties RSI is a party or by which LSI RSI or an LSI Subsidiary or any of their respective its properties is bound, or (iv) any statute, law, regulation or rule applicable to LSI, including the Companies Act and the City Code on Takeovers and Mergers (the "Takeover Code"), RSI other than such violations, conflicts, breaches or defaults which would not have an LSI RSI Material Adverse Effect. Except for the filing of the Articles of Merger with the Arizona Corporation Commission and publication thereof as required by the BCA, and compliance with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities laws and applicable securities laws, including the Takeover Coderules and regulations of the Nasdaq Stock Market, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental agency or public or regulatory unit, agency, body or authority with respect to LSI RSI is required in connection with the execution, delivery or performance of this Agreement by LSI RSI or the consummation of the transactions contemplated hereby.

Absence of Restrictions and Conflicts. Except Subject only to the approval of the adoption of this Agreement and the Merger by Amrion's stockholders and except as set forth on ------------------------------------- the LSI Disclosure ScheduleSchedule 3.6, the execution, delivery and performance of this Agreement and the consummation of the Exchange Merger and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the relevant governing corporate documents articles of LSI Incorporation or bylaws of Amrion or the LSI Subsidiariesarticles of organization or operating agreement of the Natrix, (ii) any LSI "Material Contract Contract" (as defined in Section 3.123.13), (iii) any judgment, decree or order of any court or governmental authority or agency to which LSI Amrion or the LSI Subsidiaries are parties Natrix is a party or by which LSI or an LSI Subsidiary Amrion, Natrix or any of their respective properties is bound, or (iv) any statute, law, regulation or rule applicable to LSI, including the Companies Act and the City Code on Takeovers and Mergers (the "Takeover Code"), Amrion or Natrix other than such violations, conflicts, breaches or defaults which would not have an LSI Amrion Material Adverse Effect. Except for the filing of the Articles of Merger with the Secretary of State of the State of Colorado, compliance with the applicable requirements of the Securities Hart-Scott- Rodino Antitrust Improvements Act of 1976 (the "XXX Xxx"), xxx Xecurities Act, the Securities Exchange Act of 1934Exchaxxx Xxx xx 0000, as xx amended (the "Exchange Act"), and applicable state securities laws, including the Takeover Code, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental agency or public or regulatory unit, agency, body or authority with respect to LSI Amrion or Natrix is required in connection with the execution, delivery or performance of this Agreement by LSI Amrion or the consummation of the transactions contemplated hereby. 3.

Absence of Restrictions and Conflicts. Except as set forth on ------------------------------------- the LSI Disclosure Schedule, the The execution, delivery and performance of this Agreement and the Ancillary Documents, the consummation of the Exchange transactions contemplated by this Agreement and the Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Ancillary Documents do not and or will notnot (as the case may be), with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (ia) any term or provision of the relevant governing corporate documents certificate of LSI incorporation or the LSI Subsidiariesbylaws of ESI, (iib) any LSI Material Contract (as defined in Section 3.12)material contract to which ESI or its subsidiaries is a party, (iiic) any judgment, decree decree, rule or order of any court or governmental authority or agency Governmental Entity to which LSI ESI or the LSI Subsidiaries are parties its subsidiaries is a party or by which LSI ESI or an LSI Subsidiary its subsidiaries or any of its or their respective properties is bound, bound or (ivd) any statute, law, regulation or rule Law applicable to LSIESI or its subsidiaries, including the Companies Act and the City Code on Takeovers and Mergers (the "Takeover Code"), other than such violations, conflicts, breaches or defaults which would not have an LSI Material Adverse Effect. Except except for compliance with the applicable requirements of the Securities HSR Act, and except in the Securities Exchange Act case of 1934, as amended clauses (the "Exchange Act"b), (c) and applicable securities laws(d) for any such violation, including conflict, breach, default, loss or acceleration which would not materially and adversely affect the Takeover Codeability of ESI to consummate the transactions contemplated by this Agreement. Assuming that the representations and warranties in Section 2.30 are true, no consent, approval, permit, order or authorization of, or registration, declaration or filing with, any governmental agency or public or regulatory unit, agency, body or authority Governmental Entity is required with respect to LSI is required ESI in connection with the execution, delivery or performance of this Agreement by LSI or the Ancillary Documents to which it is a party or the consummation of the transactions contemplated herebyhereby and thereby except for the DEA Authorization and NASDAQ Approval (as hereinafter defined) and except as required by the HSR Act, provided that no representation or warranty is made with respect to the state securities or "blue sky" Laws of any State other than New Jersey.

Absence of Restrictions and Conflicts. Except as set forth on ------------------------------------- the LSI Disclosure Schedule, the The execution, delivery and performance of this Agreement and the consummation of the Exchange and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the relevant governing corporate documents memorandum or articles of LSI association, certificate or the LSI Subsidiariesarticles of incorporation or bylaws, or certificate or formation or organization or operating agreement of Company or any Subsidiary, (ii) any LSI Company Material Contract (as defined in Section 3.12), (iii) any judgment, decree or order of any court or governmental authority or agency to which LSI Company or the LSI Subsidiaries are parties any Subsidiary or by which LSI Company or an LSI any Subsidiary or any of their its respective properties is bound, or (iv) any statute, law, regulation or rule applicable to LSICompany or any Subsidiary, including the Hong Kong Companies Ordinance, the Delaware Limited Liability Company Act or the Finnish Companies Act and the City Code on Takeovers and Mergers (the "Takeover Code"“Company Law”), other than such violations, conflicts, breaches or defaults which would not have an LSI a Company Material Adverse Effect. Except for compliance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and applicable foreign or state securities laws, including the Takeover Code, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental agency or public or regulatory unit, agency, body or authority with respect to LSI Company or any Subsidiary is required in connection with the execution, delivery or performance of this Agreement by LSI Company or the consummation of the transactions contemplated hereby.

Absence of Restrictions and Conflicts. Except as set forth on ------------------------------------- the LSI Disclosure Schedule, the The execution, delivery and performance of this Agreement and the consummation of the Exchange Merger and the fulfillment of and compliance with the terms and conditions of this Agreement do not and will not, with the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of any obligation under, (i) any term or provision of the relevant governing corporate documents Articles of LSI Incorporation or Bylaws of WFM or the LSI SubsidiariesMerger Subsidiary, (ii) any LSI "WFM Material Contract Contract" (as defined in Section 3.124.12), including, but not limited to, the credit facility agreement dated as of December 27, 1994 by and among WFM, certain of the WFM Subsidiaries and Texas Commerce Bank National Association, as agent, and the note purchase agreement dated May 16, 1996 by and among WFM and the purchasers named therein, (iii) any judgment, decree or order of any court or governmental authority or agency to which LSI WFM or any of the LSI WFM Subsidiaries are parties is a party or by which LSI WFM or an LSI Subsidiary any of the WFM Subsidiaries or any of their respective properties is bound, or (iv) any statute, law, regulation or rule applicable to LSI, including WFM or any of the Companies Act and the City Code on Takeovers and Mergers (the "Takeover Code"), WFM Subsidiaries other than such violations, conflicts, breaches or defaults which as would not have an LSI a WFM Material Adverse Effect. Except for the filing of the Articles of Merger with the Secretary of State of Colorado, compliance with the applicable requirements of the HSR Act, the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and applicable state securities laws, including the Takeover Code, no consent, approval, order or authorization of, or registration, declaration or filing with, any governmental agency or public or regulatory unit, agency, body or authority with respect to LSI WFM or the WFM Subsidiaries is required in connection with the execution, delivery or performance of this Agreement by LSI WFM or the consummation of the transactions contemplated hereby. 4.