Common use of Absence of Restrictions and Conflicts Clause in Contracts

Absence of Restrictions and Conflicts. Subject only to the approval of the adoption of this Agreement and the acquisition by Royale Petroleum's shareholders, the execution, delivery and performance of this Agreement and the other documents executed or to be executed by Royale Petroleum in connection with this Agreement and the consummation of the acquisition 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 Articles or Certificate of Incorporation or Bylaws of Royale Petroleum, (ii) any judgment, decree or order of any court or governmental authority or agency to which Royale Petroleum is a party or by which Royale Petroleum or any of their respective properties is bound, or (iii) subject to compliance with the applicable requirements of the Securities Act of 1933 (the "Securities Act"), the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and applicable state securities laws, any statute, law, regulation or rule applicable to Royale Petroleum. Except for compliance with the applicable requirements of the Securities Act, the Exchange Act and applicable state securities laws, 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 Royale Petroleum is required in connection with the execution, delivery or performance of this Agreement by Royale Petroleum or the consummation of the transactions contemplated hereby and the ownership and operation by Royale Petroleum of its business and properties after the Closing Date in substantially the same manner as now owned and operated, except where the failure to obtain such consent, approval, order or authorization of or the failure to make such registration, declaration or filing, would not have a Royale Petroleum Material Adverse Effect.

Absence of Restrictions and Conflicts. Subject only to None of (a) the approval of the adoption execution and delivery of this Agreement and the acquisition by Royale Petroleum's shareholdersSeller Ancillary Documents, or (b) subject to each of the Required Consents having been obtained, the execution, delivery and performance of this Agreement and the other documents executed or to be executed by Royale Petroleum in connection with this Agreement and Seller Ancillary Documents, the consummation of the acquisition and the other transactions contemplated by this Agreement hereby and thereby or the fulfillment of and compliance with the terms and conditions of this Agreement do not and will notthe Seller Ancillary Documents either (x) conflicts with or results in any breach of any term or provision of the formation documents of Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, (y) with or without the passing of time or the giving of notice or both, violate violates or conflict conflicts with, constitute constitutes a breach of or default (or gives rise to any right of termination, amendment or cancellation) under, result results in the loss of any material benefit under, under or permit permits the acceleration of any obligation under, (i) any term or provision of the Articles terms, conditions or Certificate provisions of Incorporation any note, bond, mortgage, indenture, lease, license, contract, agreement or Bylaws other obligation to which Seller or, to the knowledge of Royale PetroleumSeller, UPREIT LLC or any of the Subject Companies, is a party or by which any of their properties or assets may be bound, or (iiz) violates any judgment, decree or order of any court or governmental authority or agency Governmental Authority (as defined below) to which Royale Petroleum Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, is a party or by which Royale Petroleum Seller or any of their respective properties is bound, bound or (iii) subject to compliance with the applicable requirements of the Securities Act of 1933 (the "Securities Act"), the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and applicable state securities laws, any statute, law, rule or regulation or rule applicable to Royale PetroleumSeller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies. Except for compliance with the applicable requirements Required Consents and the consent of Bank of America, N.A. (which consent has been obtained by Seller prior to the Securities Act, date hereof and delivered to the Exchange Act and applicable state securities lawsBuyers) (the “Bank of America Consent”), no consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority with respect to Royale Petroleum of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) or any other party is required to be obtained by Seller or, to the knowledge of Seller, UPREIT LLC or any of the Subject Companies, in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Royale Petroleum Seller, or the consummation of the transactions contemplated hereby and the ownership and operation by Royale Petroleum of its business and properties after the Closing Date in substantially the same manner as now owned and operated, except where the failure to obtain such consent, approval, order or authorization of this Agreement or the failure to make such registration, declaration or filing, would not have a Royale Petroleum Material Adverse EffectSeller Ancillary Documents by Seller.

Absence of Restrictions and Conflicts. Subject only to the approval of the adoption of this Agreement and the acquisition by Royale Petroleum's shareholdersExcept as disclosed in Schedule 5.3, the execution, delivery and performance of this Agreement and the other documents executed or to be executed by Royale Petroleum in connection with this Agreement and Seller Ancillary Documents, the consummation of the acquisition and the other transactions contemplated by this Agreement and the Seller Ancillary Documents and the fulfillment of and compliance with the terms and conditions of this Agreement and the Seller Ancillary Documents do not and will not, (a) conflict with or result in any breach of any term or provision of the formation documents of Seller, (b) with or without the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default (or give rise to any right of termination, amendment or cancellation) under, result in the loss of any material benefit under, under or permit the acceleration of any obligation under, (i) any term Assumed Contract or provision result in the creation of any Lien on any of the Articles Purchased Assets pursuant to, any of the terms, conditions or Certificate provisions of Incorporation any note, bond, mortgage, indenture, lease, license, contract, agreement or Bylaws other obligation to which Seller, either Member or either Principal is a party or by which any of Royale Petroleumtheir properties or assets may be bound, or (iic) violate any judgment, decree or order of any court or governmental authority or agency Governmental Authority (as defined below) to which Royale Petroleum Seller is a party or by which Royale Petroleum Seller, either Member, either Principal or any of their respective properties is bound, bound or (iii) subject to compliance with the applicable requirements of the Securities Act of 1933 (the "Securities Act"), the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and applicable state securities laws, any statute, law, rule or regulation or rule applicable to Royale PetroleumSeller, either Member or either Principal. Except for compliance with the applicable requirements of the Securities Act, the Exchange Act and applicable state securities laws, no No consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision thereof (each a “Governmental Authority”) with respect to Royale Petroleum Seller, either Member or either Principal is required in connection with the execution, delivery or performance of this Agreement or the Seller Ancillary Documents by Royale Petroleum Seller, either Member or either Principal, or the consummation of the transactions contemplated hereby and the ownership and operation by Royale Petroleum of its business and properties after the Closing Date in substantially the same manner as now owned and operated, except where the failure to obtain such consent, approval, order or authorization of this Agreement or the failure to make Seller Ancillary Documents by Seller or such registration, declaration Member or filing, would not have a Royale Petroleum Material Adverse EffectPrincipal.

Absence of Restrictions and Conflicts. Subject only to the approval of the adoption of this Agreement and the acquisition Merger by Royale Petroleumthe Surviving Corporation's shareholders, the execution, delivery and or performance of this Agreement and the other documents executed or to be executed by Royale Petroleum in connection with this Agreement the Agreement, and the consummation of the acquisition 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 Articles or Certificate of Incorporation or Bylaws of Royale Petroleumthe Surviving Corporation, (ii) any judgment, decree or order of any court or governmental authority or agency to which Royale Petroleum the Surviving Corporation is a party or by which Royale Petroleum the Surviving Corporation or any of their respective its properties is bound, or (iii) subject to compliance with the applicable requirements of the Securities Act of 1933 (the "Securities Act"), the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and applicable state securities laws, any statute, law, regulation or rule applicable to Royale Petroleumthe Surviving Corporation. Except for compliance with the applicable requirements of the Securities Act, the Exchange Act and applicable state securities laws, 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 Royale Petroleum the Surviving Corporation is required in connection with the execution, delivery or performance of this Agreement by Royale Petroleum the Surviving Corporation or the consummation of the transactions contemplated hereby and the ownership and operation by Royale Petroleum of its business and properties after the Closing Date in substantially the same manner as now owned and operatedhereby, except where the failure to obtain such consent, approval, order or authorization of or the failure to make such registration, declaration or filing, would not have a Royale Petroleum Surviving Corporation Material Adverse Effect.

Absence of Restrictions and Conflicts. Subject only to the approval of the adoption of this Agreement and the acquisition by Royale Petroleum's shareholdersExcept as disclosed in SCHEDULE 3.3, the Company's execution, delivery and performance of this Agreement and the other documents executed or to be executed by Royale Petroleum in connection with this Agreement and the Company Ancillary Documents, its consummation of the acquisition and the other transactions contemplated by this Agreement and the Company Ancillary Documents and its fulfillment of and compliance with the terms and conditions of this Agreement and the Company Ancillary Documents do not and will notnot (as the case may be), (a) conflict with or result in any breach of any term or provision of the charter documents or by-laws of the Company, (b) with or without the passing of time or the giving of notice or both, violate or conflict with, constitute a breach of or default (or give rise to any right of termination, amendment or cancellation) under, result in the loss of any material benefit under, under or permit the acceleration of any obligation under, (i) any term Contract or provision result in the creation of any Lien on any of the Articles Assets pursuant to, any of the terms, conditions or Certificate provisions of Incorporation any note, bond, mortgage, indenture, lease, license, contract, agreement or Bylaws other obligation to which the Company is a party or by which any of Royale Petroleumits properties or assets may be bound, which breach, default or result would have a Material Adverse Effect on the Company, (iic) violate any judgment, decree or order of any court or governmental authority or agency Governmental Authority (as hereinafter defined) to which Royale Petroleum the Company is a party or by which Royale Petroleum the Company or any of their respective its properties is bound, or (iiid) subject to compliance with the applicable requirements of the Securities Act of 1933 (the "Securities Act"), the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and applicable state securities laws, violate any statute, law, rule or regulation or rule applicable to Royale Petroleumthe Company which violation would have a Material Adverse Effect on the Company. Except for compliance with the applicable requirements of the Securities Act, the Exchange Act and applicable state securities laws, no No consent, approval, order or authorization of, or registration, declaration or filing with, any court, arbitrator, governmental agency or public or regulatory unit, agency, body or authority (a "GOVERNMENTAL AUTHORITY") with respect to Royale Petroleum the Company or any Shareholder is required in connection with the execution, delivery or performance of this Agreement or the Company Ancillary Documents by Royale Petroleum the Company or any Shareholder or the consummation of the transactions contemplated hereby and by this Agreement or Company Ancillary Documents by the ownership and operation by Royale Petroleum of its business and properties after the Closing Date in substantially the same manner as now owned and operatedCompany or any Shareholder, except where the for any such failure to obtain such consent, approval, order or authorization of or the failure to make such registration, declaration or filing, as would not have a Royale Petroleum Material Adverse EffectEffect on the Company.

Absence of Restrictions and Conflicts. Subject only to the approval of the adoption of this Agreement Agreement, the Merger and the acquisition Warrant by Royale Petroleumeach of CNI's and Merger Corp.'s shareholders, the execution, delivery and performance of this Agreement and the other documents executed or to be executed by Royale Petroleum in connection with this Agreement Warrant and the consummation of the acquisition and the other transactions contemplated by this Agreement Merger and the fulfillment of and compliance with the terms and conditions of this Agreement and the Warrant 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 Articles or Certificate of Incorporation or Bylaws of Royale Petroleumeach of CNI and Merger Corp., (ii) any judgment, decree or order of any court or governmental authority or agency to which Royale Petroleum either CNI or Merger Corp. is a party or by which Royale Petroleum either CNI or any of their respective Merger Corp. or its properties is are bound, or (iii) subject to compliance with the applicable requirements of the Securities Act of 1933 (the "Securities Act"), the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and applicable state securities laws, any statute, law, regulation or rule applicable to Royale Petroleum. each of CNI and Merger Corp. other than such violations, conflicts, breaches or defaults which would not have a material adverse effect on the business, operations, assets or financial condition of either CNI or Merger Corp. Except for the filing of the Articles of Merger with the Arizona Corporation Commission and publication thereof as required by the BCA, compliance with the applicable requirements of the Securities Act, the Exchange Act and applicable state securities laws, 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 Royale Petroleum each of CNI and Merger Corp. is required in connection with the execution, delivery or performance of this Agreement and the Warrant by Royale Petroleum each of CNI and Merger Corp. or the consummation of the transactions contemplated hereby and the ownership and operation by Royale Petroleum of its business and properties after the Closing Date in substantially the same manner as now owned and operated, except where the failure to obtain such consent, approval, order or authorization of or the failure to make such registration, declaration or filing, would not have a Royale Petroleum Material Adverse Effecthereby.