Common use of Conflicting Instruments; Consents Clause in Contracts

Conflicting Instruments; Consents. (a) The execution and delivery by the Buyer of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby do not and will not, violate any provision of the Articles of Incorporation or the By-laws of the Buyer, or conflict with or result in a breach of, or create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, any agreement, mortgage, license, lease, indenture, instrument, Order, arbitration award, judgment or decree to which the Buyer is a party. (b) The execution by the Buyer of this Agreement and the Ancillary Documents do not, and the consummation of the transactions contemplated hereby and thereby do not, result in a violation of, or require any authorization, approval, consent, exemption or other action by, or registration, declaration or filing with or notice to, any court or administrative or governmental body pursuant to, any statute, law, rule, regulation or ordinance applicable to the Buyer or by which GV: #115336 v7 (2gzs07!.WPD) 36 any of the property of the Buyer is bound. There is no pending or threatened action, suit, proceeding or investigation before or by any court or governmental body or agency, to restrain or prevent the consummation of the transactions contemplated by this Agreement or that might affect the right of the Buyer to own the Shares or to operate the business of the Company. The Buyer is subject to no known governmental oversight which would serve to prevent this transaction. (c) Except as set forth on Schedule 3.2(c), no authorization, approval, consent, exemption or other action by, or registration, declaration or filing with or notice to any court or other Governmental Authority or any other Person is required in connection with the execution, delivery, and performance of this Agreement and the Ancillary Documents by the Buyer or the consummation by the Buyer of the transactions contemplated hereby, including, without limitation, assuming the accuracy of the representations of the Sellers in Section 2.36, the transfer of the shares of Buyer Common Stock to the Sellers.

Conflicting Instruments; Consents. (a) The execution and delivery by the Buyer Sellers and the Company of this Agreement and the Ancillary Documents to which it is a partydo not, and the consummation of the transactions contemplated hereby and thereby do not and will not, (i) violate any provision of the Articles of Incorporation or the By-laws of the BuyerCompany, (ii) result in the creation of any Encumbrance upon the Shares or any of the properties or assets of the Company, (iii) conflict with or result in a breach of, or create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any agreementthird party the right to accelerate any obligation under, mortgageany Contract or Order which any Seller or the Company is a party or by which any Seller, licensethe Shares, leasethe Company, indentureor any assets or properties of the Company, instrumentare bound or affected, Orderunless such default is waived in writing by the entity declaring the default, arbitration award, judgment or decree (iv) violate any Law or Permit to which the Buyer Company is a partysubject. (b) The execution and delivery by the Buyer Sellers and the Company of this Agreement and the Ancillary Documents do not, and the consummation of the transactions contemplated hereby and thereby do not and will not, result in a violation of, of any Law or require any authorization, approval, consent, exemption or other action by, or registration, declaration or filing with or notice to, any court or administrative or governmental body pursuant to, any statute, law, rule, regulation or ordinance Order applicable to the Buyer Sellers or the Company or by which any of the property or assets of the Sellers or GV: #115336 v7 (2gzs07!.WPD) 36 any of 8 the property of the Buyer Company is bound. There is no pending or threatened action, suit, proceeding or investigation Action before or by any court or governmental body or agencyother Governmental Authority, to restrain or prevent the consummation of the transactions contemplated by this Agreement or that might affect the right of the Buyer to own the Shares or to operate the business of the Company. The Buyer Neither the Sellers nor the Company is subject to no any known governmental oversight which would serve to prevent this transaction. (c) Except as set forth on Schedule 3.2(c2.4(c), no authorization, approval, consent, exemption or other action by, or registration, declaration or filing with or notice to any court or other Governmental Authority or any other Person is required in connection with the execution, delivery, and performance of this Agreement and the Ancillary Documents by the Buyer Sellers or the Company or the consummation by the Buyer Sellers or the Company of the transactions contemplated hereby, including, without limitation, assuming the accuracy of the representations of the Sellers in Section 2.36, the transfer of the shares of Buyer Common Stock Shares to the SellersBuyer.

Conflicting Instruments; Consents. (a) The execution and delivery by the Buyer Seller of this Agreement and the Ancillary Documents to which it is a partydoes not, and the consummation of the transactions contemplated hereby and thereby do not and will not, violate any provision of the Articles articles of Incorporation incorporation or the Byby-laws (or the equivalent thereof) of the BuyerCompany or any of the entities listed on Schedule 2.3 (the "Subsidiaries"), or, except with respect to the Loan Documents, result in the creation of any material lien, security interest, charge or encumbrance upon the Shares or any of the properties or assets of the Company or any of the Subsidiaries under, materially conflict with or result in a material breach of, or create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any third party the right to accelerate any obligation under, any material agreement, mortgage, license, lease, indenture, instrument, Orderorder, arbitration award, judgment or decree to which Seller, the Buyer Company or any of the Subsidiaries is a partyparty or by which Seller, the Shares, the Company or any of the Subsidiaries, or any material assets or properties of the Company or any of the Subsidiaries, are bound or affected. (b) The execution and delivery by the Buyer Seller of this Agreement and the Ancillary Documents do not, and the consummation of the transactions contemplated hereby and thereby do will not, result in a material violation of, or require any authorization, approval, consent, exemption consent or other action by, or registration, declaration or filing with or notice to, any court or administrative or governmental body pursuant to, any statute, law, rule, regulation or ordinance applicable to Seller, the Buyer Company or by which GV: #115336 v7 (2gzs07!.WPD) 36 any of the property of Subsidiaries, where the Buyer is boundfailure to obtain such authorization, approval consent or action or make such registration, declaration, filing or notice would have a material adverse effect on the Company. There is no pending or or, to the knowledge of Seller, threatened action, suit, proceeding or investigation before or by any court or governmental body or agency, to restrain or prevent the consummation of the transactions contemplated by this Agreement or that might materially affect the right of the Buyer to own and vote the Shares or the right of the Company to operate the business of the Company. The Buyer is subject to no known governmental oversight which would serve to prevent this transaction. (c) Except as set forth on Schedule 3.2(c), no authorization, approval, consent, exemption or other action by, or registration, declaration or filing with or notice to any court or other Governmental Authority Company or any other Person is required in connection with the execution, delivery, and performance of this Agreement and the Ancillary Documents by the Buyer or the consummation by the Buyer of the transactions contemplated hereby, including, without limitation, assuming the accuracy of the representations of the Sellers in Section 2.36, the transfer of the shares of Buyer Common Stock to the SellersSubsidiaries.

Conflicting Instruments; Consents. (a) The execution execution, delivery, performance and delivery by the Buyer consummation of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby Transactions by each Seller do not and will not, : (i) violate any provision of the Articles articles of Incorporation formation or operating agreement of SPEC or the By-laws articles of incorporation or bylaws of KWJ; (ii) create any lien, security interest, charge, restriction, pledge, claim or other encumbrance of any nature (“Adverse Claims”) on any assets of either Company (including the Buyer, or Acquired Assets); (iii) conflict with or result in a breach of, or create an event of default (or an event that, with the giving of or without notice or lapse of time or both, would constitute an event of a default) under, or give any third party the right to accelerate any obligation under, any agreement, mortgage, license, lease, indenture, instrument, Orderorder, arbitration award, judgment or decree to which the Buyer any Seller is a partyparty or by which any Seller, the Business or any assets or properties of either Company (including the Acquired Assets), are bound or affected; or (iv) conflict with or result in a violation or breach of any provision of any law or governmental order applicable to any of the Sellers, the Business or the Acquired Assets. (b) The execution by the Buyer of this Agreement and the Ancillary Documents do not, and the consummation of the transactions contemplated hereby and thereby do not, result in a violation of, or require any authorization, approval, consent, exemption or other action by, or registration, declaration or filing with or notice to, any court or administrative or governmental body pursuant to, any statute, law, rule, regulation or ordinance applicable to the Buyer or by which GV: #115336 v7 (2gzs07!.WPD) 36 any of the property of the Buyer is bound. There is no pending or or, to the knowledge of any Seller Party, threatened action, suit, proceeding or investigation before or by any court or court, governmental body or agencyagency (a “Proceeding”), to restrain or prevent the consummation of the transactions contemplated by this Agreement Transactions or that might affect the right of the Buyer to own the Shares Acquired Assets or to operate the business of the CompanyBusiness. The Buyer is subject to no known governmental oversight which would serve to prevent this transaction. (c) Except as set forth on in Schedule 3.2(c)3.3, no authorization, approval, notice to or consent, exemption approval or other action by, or registration, declaration or filing with or notice to any court or other Governmental Authority or any other Person authorization is required to be obtained from, no notice is required to be given to and no filing is required to be made with any Person (including any governmental authority) by any of the Sellers (i) in connection with order to authorize or permit the execution, delivery, and performance consummation of the transactions contemplated by this Agreement and the Ancillary Documents Agreements or (ii) under or pursuant to any governmental approval held by or issued to any Seller by reason of this Agreement or any of the Buyer Ancillary Agreements or the consummation by the Buyer of the transactions contemplated hereby, including, without limitation, assuming the accuracy of the representations of the Sellers in Section 2.36, the transfer of the shares of Buyer Common Stock to the Sellershereby or thereby.

Conflicting Instruments; Consents. (a) The Except as set forth on Schedule 4.3(a), the execution and delivery by the Buyer Company of this Agreement and the Ancillary Documents Agreements to which it is a partyparty does not, and the consummation of the transactions contemplated hereby and thereby do not and will not, (i) violate any provision of the Articles articles of Incorporation incorporation or the Byby-laws (or the equivalent thereof), as amended from time to time (collectively, the "Organizational Documents") of the BuyerCompany or any of the Subsidiaries, or (ii) result in the creation of any Lien upon the Securities or, other than any Permitted Lien or Liens created by or resulting from the activities of the Buyer and its affiliates, any of the material properties or assets of the Company or any of the Subsidiaries, or (iii) conflict with or result in a material breach of, or create an event of default (or event that, with the giving of notice or lapse of time or both, would constitute an event of default) under, or give any agreementthird party the right to accelerate any material obligation under, mortgage, license, lease, indenture, instrument, Order, arbitration award, judgment or decree to which the Buyer is a partyany Material Contract. (b) The Except for the filings under the HSR Act and the other filings set forth on Schedule 4.3(b), the execution and delivery by the Buyer Company of this Agreement and the Ancillary Documents Agreements to which it is a party do not, and the consummation of the transactions contemplated hereby and thereby do will not, result in a violation of, or require any authorization, approval, consent, exemption consent or other action by, or registration, declaration or filing with or notice to, any court or administrative or governmental body pursuant to, any statute, law, rule, regulation or ordinance applicable to any Seller, the Buyer Company or by which GV: #115336 v7 (2gzs07!.WPD) 36 any of the property of Subsidiaries, except where the Buyer is boundfailure to obtain such consent would not, individually or in the aggregate, have a Material Adverse Effect. There is no pending or threatened action, suit, proceeding or investigation before or by any court or governmental body or agency, (i) to restrain or prevent the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, (ii) that might affect could reasonably be expected to prohibit the Buyer from owning or voting the Shares or owning the Bonds or (iii) that could reasonably be expected to restrict the right of the Buyer to own the Shares or to operate the business of the Company. The Buyer is subject to no known governmental oversight which would serve to prevent this transaction. (c) Except as set forth on Schedule 3.2(c), no authorization, approval, consent, exemption or other action by, or registration, declaration or filing with or notice to any court or other Governmental Authority Company or any other Person is required in connection with the execution, delivery, and performance of this Agreement and the Ancillary Documents by the Buyer or the consummation by the Buyer of the transactions contemplated hereby, including, without limitation, assuming the accuracy of the representations of the Sellers in Section 2.36, the transfer of the shares of Buyer Common Stock to the SellersSubsidiaries.