Approvals and Consents; Noncontravention. Except as set forth ---------------------------------------- on Schedule 4.E attached hereto, the execution, delivery, and performance of this Agreement by Seller and Delta and the consummation of the transactions contemplated hereby, will not (i) violate any statute, regulation or ordinance of any governmental authority or require any filing with or authorization, consent or approval of any government or governmental agency or of any third party under any agreement or instrument, required to be obtained by Seller or Delta, (ii) conflict with, result in the breach of, or constitute a violation or default under any of the provisions of the Articles of Incorporation or By Laws of Seller or Delta, (iii) conflict with or result in a breach of any Personal Property Lease, Real Property Lease, or Material Agreement (as defined in Section 4L), or constitute a default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a default) thereunder or result in the right of any party to exercise any remedy or to accelerate maturity or performance thereunder or terminate or modify any such item, or (iv) result in the creation or imposition of any lien, charge or encumbrance, or restriction of any nature whatsoever on or with respect to the Purchased Assets.
Approvals and Consents; Noncontravention. The execution, ---------------------------------------- delivery, and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby, will not (i) conflict with, result in the breach of, or constitute a violation or default under any of the provisions of the Certificate of Incorporation or By Laws of Buyer, or (ii) conflict with or result in a breach of any agreement, deed, contract, mortgage, indenture, writ, order, decree, contractual obligation or instrument to which Buyer is a party or by which it or any of its assets are or may be bound, or constitute a default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a default) thereunder.
Approvals and Consents; Noncontravention. 5.8.1 No consent, approval, or other action by, or notice to or registration or filing with, any Governmental Body is required or necessary to be obtained by CGC in connection with the execution, delivery or performance of this Agreement by CGC or the consummation of the Transaction.
5.8.2 Except as set forth in Schedule 5.8, no consent, approval, waiver or other action by any Person under any material contract, agreement, instrument, or other document, or obligation to which CGC is a party or by which it or any of its assets are bound, is required or necessary for the execution, delivery, and performance of this Agreement by CGC, or the consummation of the Transaction.
5.8.3 The execution, delivery, or performance of this Agreement by CGC and the consummation of the Transaction will not: (i) violate or conflict with the charter documents or Bylaws of CGC; (ii) violate or conflict with any law, regulation, order, judgment, award, administrative interpretation, injunction, writ, or decree applicable to CGC or by which it or any of its assets are bound, or any agreement or understanding between any administrative or regulatory authority, on the one hand, and CGC on the other hand; or (iii) violate or conflict with, result in a Breach of, result in or permit the acceleration or termination of, or constitute a default under any agreement, instrument or understanding to which CGC is a party or by which it or any of its assets are bound.
Approvals and Consents; Noncontravention. 6.5.1 Except for filing Articles of Merger with the State of Delaware in the form of Exhibit "A" attached hereto, no consent, approval, or other action by, or notice to or registration or filing with, any governmental or administrative agency or authority is required or necessary to be obtained by Emerald in connection with the execution, delivery or performance of this Agreement by Emerald or the consummation of the Transaction.
6.5.2 No consent, approval, waiver or other action by any Person under any material contract, agreement, note, indenture, lease, instrument, or other document, or obligation to which Emerald is a party or to which or by which any of their properties or assets are bound is required or necessary for the execution, delivery, and performance of this Agreement by Emerald or the consummation of the Transaction.
6.5.3 The execution, delivery, or performance of this Agreement by Emerald and the consummation of the Transaction will not (i) violate or conflict with the charter documents or Bylaws of Emerald; (ii) violate or conflict with any law, regulation, order, judgment, award, administrative interpretation, injunction, writ, or decree applicable to Emerald or by which any of its property or assets are bound, or any agreement or understanding between any administrative or regulatory authority, on the one hand, and Emerald on the other hand; or (iii) violate or conflict with, result in a breach of, result in or permit the acceleration or termination of, or constitute a default under any agreement, instrument, note, indenture, mortgage, lien, lease, or other contract, arrangement, or understanding to which Emerald is a party or by which any of their property or assets are bound.
Approvals and Consents; Noncontravention. Except as set forth on Schedule 4.E attached hereto, the execution, delivery, and performance of this Agreement by Seller and the consummation of the transactions contemplated hereby, will not (i) violate any statute, regulation or ordinance of any governmental authority or require any filing with or authorization, consent or approval of any government or governmental agency or of any third party under any material agreement or instrument, required to be obtained by Seller or any of the Companies, (ii) conflict with, result in the breach of, or constitute a violation or default under any of the provisions of the Articles of Incorporation or By Laws of Seller or similar constituent documents of the Companies, (iii) conflict with or result in a breach of any material agreement, deed, contract, mortgage, indenture, writ, order, decree, contractual obligation or instrument to which Seller or any of the Companies is a party, or constitute a default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a default) thereunder or result in the right of any party to exercise any remedy or to accelerate maturity or performance thereunder or terminate or modify any such item, (iv) result in the creation or imposition of any lien, charge or encumbrance, or restriction of any nature whatsoever on or with respect to the Shares or any of the assets of the Companies, or (v) impose a withholding obligation on Buyers or SCI under Mexican law with respect to any capital gain resulting from the transactions contemplated by this Agreement.
Approvals and Consents; Noncontravention. Except as set forth on Schedule 5.D, attached hereto, the execution, delivery, and performance of this Agreement by GTC and the consummation of the transactions contemplated hereby, will not (i) violate any statute, regulation or ordinance of any governmental authority or require any filing with or authorization, consent or approval of any government or governmental agency or of any third party under any material agreement or instrument, required to be obtained by GTC, (ii) conflict with, result in the breach of, or constitute a violation or default under any of the provisions of the Articles of Incorporation or By Laws of GTC, (iii) conflict with or result in a breach of any material agreement, deed, contract, mortgage, indenture, writ, order, decree, contractual obligation or instrument to which GTC is a party, or constitute a default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a default) thereunder or results in the right of any party to exercise any remedy or to accelerate maturity or performance thereunder or terminate or modify any such item; or (iv) impose a withholding obligation on Buyers or SCI under Mexican law with respect to any capital gain resulting from the transactions contemplated by this Agreement.
Approvals and Consents; Noncontravention. The execution, delivery, and performance of this Agreement by such Buyer or SCI and the consummation of the transactions contemplated hereby, will not (i) violate any statute, regulation or ordinance of any governmental authority or require any filing with or authorization, consent or approval of any government or government agency or any third party under any material agreement or instrument, required to be obtained by such Buyer or SCI, (ii) conflict with, result in the breach of, or constitute a violation or default under any of the provisions of the Articles of Incorporation or By Laws of such Buyer or SCI, (iii) conflict with or result in a breach of any material agreement, deed, contract, mortgage, indenture, writ, order, decree, contractual obligation or instrument to which such Buyer or SCI is a party or by which it or any of its assets are or may be bound, or constitute a default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a default) thereunder or result in the right of any party to exercise any remedy or to accelerate maturity or performance thereunder or terminate or modify any such item, or (iv) cause the Buyers or SCI to incur any value added tax in Mexico and/or which would impose a withholding or collection obligation on Seller or GTC.
Approvals and Consents; Noncontravention. The execution, delivery, and performance of this Agreement and the Ancillary Agreements by Sellers and Shareholder and the consummation of the transactions contemplated hereby by Sellers and Shareholder, will not (i) violate any material statute, regulation or ordinance of any governmental authority or require any material filing with or material authorization, consent or approval of any government or governmental agency, except as set forth on Schedule 4.4, (ii) conflict with, result in the breach of, or constitute a violation or default under any of the provisions of the respective Articles of Incorporation or By Laws of Sellers and Shareholder, (iii) except as set forth on Schedule 4.4, conflict with or result in a breach of any material agreement, deed, contract, mortgage, indenture, writ, order, decree, contractual obligation or instrument to which Sellers or Shareholder is a party or by which either of them or any of the Purchased Assets are or may be bound, or constitute a material default (or an event which with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder, or (iv) result in the creation or imposition of any Lien on or with respect to the Purchased Assets.
Approvals and Consents; Noncontravention. The execution, delivery, and performance of this Agreement and the Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby by Buyer, will not (i) violate any material statute, regulation or ordinance of any governmental authority or require any material filing with or material authorization, consent or approval of any government or governmental agency, except as set forth on Schedule 5.3, (ii) conflict with, result in the breach of, or constitute a violation or default under any of the provisions of the Articles of Incorporation or By Laws of Buyer or (iii) except as set forth on Schedule 5.3, conflict with or result in a breach of any material agreement, deed, contract, mortgage, indenture, writ, order, decree, contractual obligation or instrument to which Buyer is a party or by which it or any of its assets are or may be bound, or constitute a material default (or an event which with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder.
Approvals and Consents; Noncontravention. 4.6.1 No consent, approval, or other action by, or notice to or registration or filing with, any Governmental Body or authority is required or necessary to be obtained by Target in connection with the execution, delivery or performance of this Agreement by Target or the consummation of the Transaction.
4.6.2 Except as set forth in Schedule 4.6, no consent, approval, waiver or other action by any Person under any material contract, agreement, instrument, or other document, or obligation to which Target is a party or by which it or any of its assets are bound, is required or necessary for the execution, delivery, and performance of this Agreement by Target, or the consummation of the Transaction.
4.6.3 The execution, delivery, or performance of this Agreement by Target and the consummation of the Transaction will not: (i) violate or conflict with the charter documents or Bylaws of Target; (ii) violate or conflict with any law, regulation, order, judgment, award, administrative interpretation, injunction, writ, or decree applicable to Target or by which it or any of its assets are bound, or any agreement or understanding between any Governmental Body, on the one hand, and Target on the other hand; or (iii) violate or conflict with, result in a Breach of, result in or permit the acceleration or termination of, or constitute a default under any agreement, instrument or understanding to which Target is a party or by which it or any of its assets are bound.
