Common use of Breach; Taxes Clause in Contracts

Breach; Taxes. Except as set forth on Schedule 3.02(c) and assuming receipt of the Authorizations described in Section 3.02(d), the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated under this Agreement and under the Ancillary Agreements, do not: (i) conflict with or result in any breach of any of the provisions of, constitute a default under, result in a violation of, result in the creation of a right of termination or acceleration under, or result in the creation of any Stock Lien upon the TMMPT Stock or Lien upon any other assets of the Company, TMMPT or any TMMPT Subsidiary under, (A) any of the Company's, TMMPT's or any TMMPT Subsidiary's respective Organizational Documents or resolutions of the board of directors or stockholders of the Company, TMMPT or any TMMPT Subsidiary, (B) any indenture, mortgage, lease, loan agreement or other contract or instrument by which the Company, TMMPT or any TMMPT Subsidiary or any of their respective property is bound or affected, or (C) any law, statute, rule or regulation or order, judgment or decree to which the Company, TMMPT or any TMMPT Subsidiary is subject; (ii) require any authorization, consent, approval, exemption or other action by or notice to any Authority (other than the Authorizations listed on Schedule 3.02(d)), under (A) the provisions of the Organizational Documents of the Company, TMMPT or any TMMPT Subsidiary, (B) the provisions of any indenture, mortgage, lease, loan agreement or other contract or instrument by which the Company, TMMPT or any TMMPT Subsidiary or any of their respective property is bound or affected, or (C) any law, statute, rule or regulation or order, judgment or decree to which the Company, TMMPT or any TMMPT Subsidiary is subject, all of which shall be obtained as a condition precedent to each Purchaser's performance of its obligations hereunder as set forth below in Article V; or (iii) cause a Purchaser, the Company, TMMPT or any TMMPT Subsidiary to incur or become liable for any Tax. Without limiting the generality of the foregoing, the transactions contemplated hereunder or under any Ancillary Agreement shall not give any Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or any Ancillary Agreements, or contravene, conflict with, or result in a violation of any of the terms or requirements of any non-competition contract entered into by the Company, TMMPT, any TMMPT Subsidiary or any Affiliate of the Company, TMMPT or any TMMPT Subsidiary, and any other Person.

Breach; Taxes. Except as set forth on Schedule 3.02(c3.01(e) and assuming receipt of the Authorizations described in Section 3.02(d3.01(f), the execution, delivery and performance by Sellers of this Agreement and the Ancillary Agreements Agreements, and the consummation of the transactions contemplated under this Agreement and under the Ancillary Agreements, do not: (i) conflict with or result in any breach of any of the provisions of, constitute a default under, result in a violation of, result in the creation of a right of termination or acceleration under, or result in the creation of any Stock Lien upon the Stock or the TMMPT Stock or any Lien upon any other assets of the Company, TMMPT or any TMMPT Subsidiary a Seller under, (A) any of the Company's, TMMPTa Seller's or any TMMPT Subsidiary's respective Organizational Documents or resolutions of the board of directors or stockholders of the Company, TMMPT or any TMMPT Subsidiarya Seller, (B) any indenture, mortgage, lease, loan agreement or other contract or instrument by which the Company, TMMPT or any TMMPT Subsidiary a Seller or any of their respective its property is bound or affected, or (C) any law, statute, rule or regulation or order, judgment or decree to which the Company, TMMPT or any TMMPT Subsidiary a Seller is subject; (ii) require any authorization, consent, approval, exemption or other action by or notice to any Authority (other than the Authorizations listed on Schedule 3.02(d3.01(f)), ) under (A) the provisions of the Organizational Documents of the Company, TMMPT or any TMMPT Subsidiarya Seller, (B) the provisions of any indenture, mortgage, lease, loan agreement or other contract or instrument by which the Company, TMMPT or any TMMPT Subsidiary a Seller or any of their respective its property is bound or affected, or (C) any law, statute, rule or regulation or order, judgment or decree to which the Company, TMMPT or any TMMPT Subsidiary a Seller is subject, all of which shall be obtained as a condition precedent to each Purchaser's performance of its obligations hereunder as set forth below in Article V; or (iii) cause a Purchaser, the Company, TMMPT or any TMMPT Subsidiary to incur or become liable for any Tax. Without limiting the generality of the foregoing, the transactions contemplated hereunder or under any Ancillary Agreement shall not give any Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or any Ancillary Agreements, or contravene, conflict with, or result in a violation of any of the terms or requirements of any non-competition contract entered into by the Company, TMMPT, any TMMPT Subsidiary a Seller or any Affiliate of the Company, TMMPT or any TMMPT Subsidiarya Seller, and any other Person.