Common use of Agreement Not in Conflict with Other Instruments; Required Approvals Obtained Clause in Contracts

Agreement Not in Conflict with Other Instruments; Required Approvals Obtained. The execution, acknowledgment, delivery, and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement will not (a) violate or require any consent, approval, or filing under, (i) any common law, law, statute, ordinance, rule or regulation (collectively referred to throughout this Agreement as “Laws”) of any federal, state or local government (collectively referred to throughout this Agreement as “Governments”) or any agency, bureau, commission, instrumentality or judicial body of any Governments (collectively referred to throughout this Agreement as “Governmental Agencies”), or (ii) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency by which Pacific (b) conflict with, require any consent, approval, or filing under, result in the breach or termination of any provision of, constitute a default under, or result in the creation of any claim, security interest, lien, charge, or encumbrance upon any of the Purchased Assets pursuant to, (i) Pacific’s Corporate Documents, (ii) any indenture, mortgage, deed of trust, license, permit, approval, consent, franchise, lease, contract, or other instrument, document or agreement to which Pacific is a party or by which Pacific or any of the Purchased Assets are bound, or (iii) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency by which Pacific or any of the Purchased Assets are bound; and all permits, licenses and authorizations of any Government or Governmental Agency required to be obtained prior to the Closing, shall have been obtained and shall be in full force and effect as of the Closing Date.

Agreement Not in Conflict with Other Instruments; Required Approvals Obtained. The execution, acknowledgment, delivery, and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement will not (a) violate or require any consent, approval, or filing under, (i) any common law, law, statute, ordinance, rule or regulation (collectively referred to throughout this Agreement as “"Laws”") of any federal, state or local government (collectively referred to throughout this Agreement as “"Governments”") or any agency, bureau, commission, instrumentality or judicial body of any Governments (collectively referred to throughout this Agreement as “"Governmental Agencies”"), or (ii) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency by which Pacific Permian (b) conflict with, require any consent, approval, or filing under, result in the breach or termination of any provision of, constitute a default under, or result in the creation of any claim, security interest, lien, charge, or encumbrance upon any of the Purchased Assets pursuant to, (i) Pacific’s Permian's Corporate Documents, (ii) any indenture, mortgage, deed of trust, license, permit, approval, consent, franchise, lease, contract, or other instrument, document or agreement to which Pacific Permian is a party or by which Pacific Permian or any of the Purchased Assets are is bound, or (iii) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency by which Pacific Permian or any of the Purchased Assets are is bound; and all permits, licenses and authorizations of any Government or Governmental Agency required to be obtained prior to the Closing, shall have been obtained and shall be in full force and effect as of the Closing Date.

Agreement Not in Conflict with Other Instruments; Required Approvals Obtained. The execution, acknowledgment, delivery, and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement will not (a) violate or require any consent, approval, or filing under, (i) any common law, law, statute, ordinance, rule or regulation (collectively referred to throughout this Agreement as “Laws”) of any federal, state or local government (collectively referred to throughout this Agreement as “Governments”) or any agency, bureau, commission, instrumentality or judicial body of any Governments (collectively referred to throughout this Agreement as “Governmental Agencies”), or (ii) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency by which Pacific Piancone (b) conflict with, require any consent, approval, or filing under, result in the breach or termination of any provision of, constitute a default under, or result in the creation of any claim, security interest, lien, charge, or encumbrance upon any of the Purchased Assets pursuant to, (i) PacificPiancone’s Corporate Documents, (ii) any indenture, mortgage, deed of trust, license, permit, approval, consent, franchise, lease, contract, or other instrument, document or agreement to which Pacific Piancone is a party or by which Pacific Piancone or any of the Purchased Assets are is bound, or (iii) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency by which Pacific Piancone or any of the Purchased Assets are is bound; and all permits, licenses and authorizations of any Government or Governmental Agency required to be obtained prior to the Closing, shall have been obtained and shall be in full force and effect as of the Closing Date.

Agreement Not in Conflict with Other Instruments; Required Approvals Obtained. The execution, acknowledgmentacknowledgement, sealing, delivery, and performance of this AgreementAgreement by the Seller, and the consummation of the transactions contemplated by this Agreement will not (ai) violate or require any consent, approval, or filing under, (ia) any common law, law, statute, ordinance, rule or regulation (collectively referred to throughout this Agreement as “"Laws”") of any federal, provincial, state or local government (collectively referred to throughout this Agreement as “"Governments”") or any agency, bureau, commission, instrumentality or judicial body of any Governments (collectively referred to throughout this Agreement as “"Governmental Agencies”"), or (iib) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency by which Pacific the Seller or any of the Assets are bound; (bii) conflict with, require any consent, approval, or filing under, result in the breach or termination of any provision of, constitute a default under, or result in the creation of any claim, security interest, lien, charge, or encumbrance upon any of the Purchased Assets pursuant to, (ia) Pacificthe Seller’s Corporate DocumentsArticles or Bylaws, (iib) any indenture, mortgage, deed of trust, license, permit, approval, consent, franchise, lease, contract, or other instrument, document or agreement to which Pacific the Seller is a party or by which Pacific the Seller or any of the Purchased Assets are is bound, or (iiic) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or SPBG Franchising/BGFI Governmental Agency by which Pacific the Seller or any of the Purchased Assets are is bound; and all permits, licenses and authorizations of any Government or Governmental Agency required to be obtained prior to the Closing, shall have been obtained and shall be in full force and effect as of the Closing Date.

Agreement Not in Conflict with Other Instruments; Required Approvals Obtained. The execution, acknowledgment, delivery, delivery and performance of this Agreement, Agreement and the consummation of the transactions contemplated by this Agreement and, in the case of the Purchaser, the execution, delivery and performance of the other Operative Documents and the consummation of the transactions contemplated thereby will not (a) violate or require any consent, approvalconsent or approval of, or filing under, (i) any common law, law, statute, ordinance, rule or regulation (collectively referred to throughout this Agreement as “Laws”) of any federal, state or local government (collectively referred to throughout this Agreement as “Governments”) Laws or any agency, bureau, commission, instrumentality or judicial body of any Governments (collectively referred to throughout this Agreement as “Governmental Agencies”), Authority or (ii) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency Authority by which Pacific the Purchaser, SCC or Holdings are bound; (b) conflict with, require any consent, approval, or filing under, result in the breach or termination of any provision of, constitute a default under, or result in the creation of any claim, security interest, lienLien, charge, charge or encumbrance upon any of the Purchased Assets Assets, except in favor of the Acquisition Lender, pursuant to, (i) Pacific’s Corporate Documentsthe Purchaser's Articles or Bylaws, (ii) Holdings' Articles or Bylaws, (iii) SCC's Articles or Bylaws,(iv) any indentureIndebtedness, mortgageContract, deed of trust, license, permit, approval, consent, franchise, lease, contract, License or other instrument, document or agreement to which Pacific the Purchaser, SCC or Holdings is a party or by which Pacific the Purchaser, Holdings or any of the Purchased Assets are bound, SCC is bound or (iiiv) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency Authority by which Pacific the Purchaser, SCC or Holdings is bound. No consent, approval or action of, filing with or notice to any Governmental Authority on the part of the Purchased Assets are bound; Purchaser, SCC or Holdings is required in connection with the execution, delivery and all permits, licenses and authorizations performance of any Government this Agreement or Governmental Agency required to be obtained prior to the Closing, shall have been obtained and shall be in full force and effect as consummation of the Closing Datetransactions contemplated hereby.

Agreement Not in Conflict with Other Instruments; Required Approvals Obtained. The execution, acknowledgment, delivery, and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement will not (a) violate or require any consent, approval, or filing under, (i) any common law, law, statute, ordinance, rule or regulation (collectively referred to throughout this Agreement as “"Laws”") of any federal, state or local government (collectively referred to throughout this Agreement as “"Governments”") or any agency, bureau, commission, instrumentality or judicial body of any Governments (collectively referred to throughout this Agreement as “"Governmental Agencies”"), or (ii) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency by which Pacific Birch Branch (b) conflict with, require any consent, approval, or filing under, result in the breach or termination of any provision of, constitute a default under, or result in the creation of any claim, security interest, lien, charge, or encumbrance upon any of the Purchased Assets pursuant to, (i) Pacific’s Birch Branch's Corporate Documents, (ii) any indenture, mortgage, deed of trust, license, permit, approval, consent, franchise, lease, contract, or other instrument, document or agreement to which Pacific Birch Branch is a party or by which Pacific Birch Branch or any of the Purchased Assets are is bound, or (iii) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency by which Pacific Birch Branch or any of the Purchased Assets are is bound; and all permits, licenses and authorizations of any Government or Governmental Agency required to be obtained prior to the Closing, shall have been obtained and shall be in full force and effect as of the Closing Date.

Agreement Not in Conflict with Other Instruments; Required Approvals Obtained. The execution, acknowledgment, sealing, delivery, and performance of this Agreement, Agreement by the Sellers and the consummation of the transactions contemplated by this Agreement will not (a) violate or require any registration, qualification, consent, approval, or filing under, (i) any common law, law, statute, statute ordinance, rule or regulation (hereinafter collectively referred to throughout this Agreement as “"Laws”") of any federal, state or local government (hereinafter collectively referred to throughout this Agreement as “"Governments”") or any agency, bureau, commission, commission or instrumentality or judicial body of any Governments (hereinafter collectively referred to throughout this Agreement as “"Governmental Agencies”"), or (ii) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency by which Pacific CommonWealth or any of its assets is bound; (b) conflict with, require any consent, approval, or filing under, result in the breach or termination of any provision of, constitute a default under, result in the acceleration of the performance of CommonWealth's obligations under, or result in the creation of any claim, security interest, lien, charge, or encumbrance upon any of the Purchased Assets CommonWealth's properties, assets, or businesses pursuant to, (i) Pacific’s Corporate DocumentsCommonWealth's Charter or By-Laws, (ii) any indenture, mortgage, deed of trust, license, permit, approval, consent, franchise, lease, contract, or other instrument, document instrument or agreement to which Pacific CommonWealth is a party or by which Pacific CommonWealth or any of the Purchased Assets are CommonWealth's assets is bound, or (iii) any judgment, injunction, order, writ or decree of any court, arbitrator, Government or Governmental Agency by which Pacific CommonWealth or any of the Purchased Assets are its assets is bound; and all permits, licenses and authorizations of any Government or Governmental Agency required to be obtained prior to the Closing, shall have been obtained and shall be in full force and effect as of the Closing Date.