Common use of Conflicts and Consents Clause in Contracts

Conflicts and Consents. (a) Except as set forth in Schedule 4.5(a) and subject to any default, acceleration or similar event which could occur as a result of the filing of a Bankruptcy Case after the Execution Date, assuming the making of the filings and notifications, and receipt of the consents, waivers, approvals, Orders, Permits, Contracts and authorizations, contemplated by Section 5.4(b)), none of the execution and delivery by the Seller of this Agreement or the Seller Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof, will conflict with, result in any violation of or default, result in any acceleration or loss of obligations or rights, or result in the payment of additional fees or penalties (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) the certificate of incorporation or by-laws of the Seller, (ii) any Material Contract to which the Seller is a party, (iii) any Order of any Governmental Body applicable to the Seller or by which any of the properties or assets of the Seller are bound or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a material adverse effect on the Seller’s ability to consummate the transactions contemplated hereby. (b) Subject to any approval required in a Bankruptcy Case, except as set forth on Schedule 4.5(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body is required on the part of the Seller in connection with the execution and delivery of this Agreement or the Seller Documents or the compliance by the Seller with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby, other than (i) to the extent applicable, FINRA and other applicable Self-Regulatory Organization notifications or consents, (ii) compliance with the applicable requirements of the HSR Act and (iii) those the failure of which to obtain or make would not have a material adverse effect on the Seller’s ability to consummate the transactions contemplated hereby.

Conflicts and Consents. (a) Conflicts of the Company. Except as set forth in on Schedule 4.5(a) and subject to any default, acceleration or similar event which could occur as a result of the filing of a Bankruptcy Case after the Execution Date, assuming the making of the filings and notifications, and receipt of the consents, waivers, approvals, Orders, Permits, Contracts and authorizations, contemplated by Section 5.4(b)2.1.2(a), none of the execution and delivery by the Seller of this Agreement or and the Seller Documents, other agreements and instruments executed and delivered by the Company at Closing and the consummation by the Company of the transactions contemplated hereby or thereby, or compliance by and thereby in the Seller with manner contemplated hereby and thereby will not (y) result in the creation of any Lien (other than Permitted Liens) on any of the provisions hereof Assets, or thereof, will (z) conflict with, with or result in any violation of or defaultdefault under (or any event that, result in with notice or lapse of time or both, would constitute a default under), require any acceleration or loss of obligations or rightsconsent under, or result in the payment acceleration or required prepayment of additional fees or penalties (with or without notice or lapse of time, or both) under, or give rise any indebtedness pursuant to a right of termination or cancellation underthe terms of, any provision of (i) the certificate Articles of incorporation Incorporation or by-laws Bylaws of the SellerCompany, (ii) any mortgage, indenture, loan agreement, note, bond, deed of trust, other agreement, commitment, or obligation for the borrowing of money or the obtaining of credit, lease, or other agreement, Contract, Material Contract Agreement, license, franchise, permit, or instrument to which the Seller Company is a partyparty or by which the Company may be bound, or (iii) any Order of any Governmental Body judgment, order, decree, law, statute, rule, or regulation applicable to the Seller or by which any of the properties or assets of the Seller are bound or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a material adverse effect on the Seller’s ability to consummate the transactions contemplated herebyCompany. (b) Subject to any approval required in a Bankruptcy Case, except Conflicts of Owners. Except as set forth on Schedule 4.5(b2.1.2(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body is required on the part of the Seller in connection with the execution and delivery of this Agreement or and the Seller Documents or the compliance other agreements and instruments executed and delivered by the Seller with any of the provisions hereof or thereof, or each Owner at Closing and the consummation by each Owner of the transactions contemplated hereby and thereby in the manner contemplated hereby and thereby will not (y) result in the creation of any Lien upon on any of the Assets, or thereby(z) conflict with or result in any violation of or default under (or any event that, other than with notice or lapse of time or both, would constitute a default under), require any consent under, or result in the acceleration or required prepayment of any indebtedness pursuant to the terms of, any provision of (i) any mortgage, indenture, loan agreement, note, bond, deed of trust, other agreement, commitment, or obligation for the borrowing of money or the obtaining of credit, lease, or other agreement, Contract, license, franchise, permit, or instrument to which the extent applicableCompany is a party, FINRA and other applicable Self-Regulatory Organization notifications by which the Company may be bound, or consents, (ii) compliance with the applicable requirements that affects any of the HSR Act and Assets, or (iii) those any judgment order, decree, law, statute, rule, or regulation applicable to the failure Company or any of which to obtain or make would not have a material adverse effect on the Seller’s ability to consummate the transactions contemplated herebyAssets.

Conflicts and Consents. (a) Except as set forth in Schedule 4.5(a) and subject to any default, acceleration or similar event which could occur as a result of the filing of a Bankruptcy Case after the Execution Date, assuming the making of the filings and notifications, and receipt of the consents, waivers, approvals, Orders, Permits, Contracts and authorizations, contemplated by Section 5.4(b)), none None of the execution and delivery by the Seller any Purchaser of this Agreement or the Seller Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller any Purchaser with any of the provisions hereof or thereof, will conflict with, or result in any violation of or default, result in any acceleration or loss of obligations or rights, or result in the payment of additional fees or penalties default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) the certificate of incorporation or by-laws of Xxxxxxx US or the Sellerformation and organizational documents of either Foreign Subsidiary, (ii) any Material Contract to which the Seller any Purchaser is a party, (iii) any Order of any Governmental Body applicable to the Seller any Purchaser or by which any of the properties or assets of the Seller any Purchaser are bound or (iv) any applicable Law, Law other than other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a material adverse effect on restrict any Purchaser's ability to consummate the Seller’s transactions contemplated hereby or (2) result in the imposition of any Lien upon the Shares. Except compliance with the applicable requirements of the HSR Act and those the failure of which to obtain or make would restrict any Purchaser's ability to consummate the transactions contemplated hereby. (b) Subject to any approval required in a Bankruptcy Case, except as set forth on Schedule 4.5(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body is required on the part of the Seller any Purchaser in connection with the execution and delivery of this Agreement or the Seller Purchaser Documents or the compliance by the Seller either of them with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby, other than (i) to the extent applicable, FINRA and other applicable Self-Regulatory Organization notifications or consents, (ii) compliance with the applicable requirements of the HSR Act and (iii) those the failure of which to obtain or make would not have a material adverse effect on the Seller’s ability to consummate the transactions contemplated hereby.

Conflicts and Consents. (a) Except as set forth in on Schedule 4.5(a) ), and subject to any default, acceleration acceleration, or similar event which that could occur as a result of the filing of a Bankruptcy Case after the Execution Date, Date (and assuming the making of the filings and notifications, and receipt of the consents, waivers, approvals, Orders, Permits, Contracts and authorizations, authorizations contemplated by Section 5.4(b4.5(b) or listed on Schedule 4.5(a)(ii)), none of the execution and delivery by the Subsidiaries of Seller of this Agreement or the Seller Company Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Subsidiaries of Seller with any of the provisions hereof or thereof, will conflict with, or result in any violation of or default, result in any acceleration or loss of obligations or rights, or result in the payment of additional fees or penalties default (with or without notice or lapse of time, or both) under, or give rise to a right of acceleration, additional payment, termination or cancellation under, any provision of (i) the certificate of incorporation or by-laws laws, or comparable charter and organizational documents, of the Sellersuch Subsidiaries of Seller or any Fund, (ii) any Material Contract to which the any Subsidiary of Seller or any Fund is a party, (iii) any Order of any Governmental Body applicable to the any Subsidiary of Seller or any Fund or by which any of the their respective properties or assets of the Subsidiary of Seller are bound or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a material adverse effect on the Seller’s ability to consummate the transactions contemplated herebyMaterial Adverse Effect. (b) Subject to any approval required in a Bankruptcy Case, except as set forth on Schedule 4.5(b), no consent, waiver, approval, Order, Permit Permit, Contract or authorization of, or declaration or filing with, or notification to, any Governmental Body is required on the part of the any Subsidiary of Seller or any Fund in connection with the execution and delivery of this Agreement or the Seller Company Documents or the compliance by the such Subsidiaries of Seller or any Fund with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby, other than (i) to the extent applicable, FINRA and other applicable Self-Regulatory Organization notifications or consents, (ii) filings, consents, approvals or notices required under the Investment Company Act or the Investment Advisers Act, (iii) compliance with the applicable requirements of the HSR Act and (iiiiv) those the failure of which to obtain or make would not have a material adverse effect on the Seller’s ability to consummate the transactions contemplated herebyMaterial Adverse Effect.

Conflicts and Consents. (a) Except as set forth in Schedule 4.5(a) and subject to any default, acceleration or similar event which could occur as a result of the filing of a Bankruptcy Case after the Execution Date, assuming the making of the filings and notifications, and receipt of the consents, waivers, approvals, Orders, Permits, Contracts and authorizations, contemplated by Section 5.4(b))6.3, none of the execution and delivery by the Seller Purchaser of this Agreement or the Seller Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Purchaser with any of the provisions hereof or thereof, will conflict with, or result in any violation of or default, result in any acceleration or loss of obligations or rights, or result in the payment of additional fees or penalties default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) the certificate of incorporation formation or by-laws operating agreement of the SellerPurchaser, (ii) any Material Contract to which the Seller Purchaser is a party, (iii) any Order of any Governmental Body applicable to the Seller Purchaser or by which any of the properties or assets of the Seller Purchaser are bound or (iv) any applicable Law, Law other than, in the case of clauses (ii), clause (iii) and (iv), such conflicts, violationsnotations, defaults, terminations or cancellations that would not have a material adverse effect on the SellerPurchaser’s ability to consummate the transactions contemplated hereby. (b) Subject to any approval required in a Bankruptcy Case, except Except compliance with the applicable requirements of the HSR Act and as set forth on Schedule 4.5(b)6.3, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body is required on the part of the Seller Purchaser in connection with the execution and delivery of this Agreement or the Seller Purchaser Documents or the compliance by the Seller Purchaser with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby, other than (i) to the extent applicable, FINRA and other applicable Self-Regulatory Organization notifications or consents, (ii) compliance with the applicable requirements of the HSR Act and (iii) those the failure of which to obtain or make would not have a material adverse effect on the SellerPurchaser’s ability to consummate the transactions contemplated hereby.

Conflicts and Consents. (a) Except as set forth in on Schedule 4.5(a) (and subject to any default, acceleration or similar event which could occur as a result of the filing of a Bankruptcy Case after the Execution Date, assuming the making of the filings and notifications, and receipt of the consents, waivers, approvals, Orders, Permits, Contracts Permits and authorizations, contemplated by Section 5.4(blisted on Schedule 4.5(b)), none of the execution and delivery by the Company or the Subsidiary Seller of this Agreement or the Seller Company Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Company and the Subsidiary Seller with any of the provisions hereof or thereof, will (a) conflict with, or result in any violation of or default, result in any acceleration or loss of obligations or rights, or result in the payment of additional fees or penalties default (with or without notice or lapse of time, or both) under, or give rise to a right of termination termination, acceleration, modification, consent, notice (with respect to Real Estate Leases and Material Contracts only) or cancellation under, any provision of (i) the certificate of incorporation or by-laws laws, or comparable charter and organizational documents, of the SellerCompany or any Subsidiary, (ii) any Material Contract to which the Seller Company or any Subsidiary is a partyparty or by which any of the properties or assets of the Company or any Subsidiaries are bound, (iii) any Order of any Governmental Body applicable to the Seller Company or any Subsidiary or by which any of the properties or assets of the Seller Company or any Subsidiary are bound or (iv) any applicable material Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not have a material adverse effect on the Seller’s ability to consummate the transactions contemplated hereby. (b) Subject result in the imposition of any Lien upon any of its assets, or (c) give rise to any approval required in a Bankruptcy Case, except payment to be made by Company or its Subsidiaries to any employee thereof. Except as set forth on Schedule 4.5(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body is required on the part of the Seller Company or any Subsidiary in connection with the execution and delivery of this Agreement or the Seller Company Documents or the compliance by the Company or the Subsidiary Seller with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby, other than (i) to the extent applicable, FINRA and other applicable Self-Regulatory Organization notifications or consents, (ii) compliance with the applicable requirements of the HSR Act Act. Financial Statements. Set forth in Schedule 4.6 are copies of (a) the audited consolidated balance sheets of Bliss LLC and its Subsidiaries as at December 31, 2008 and the related audited consolidated statements of income and of cash flows of Bliss LLC and its Subsidiaries for the years then ended and (b) the un-audited consolidated balance sheet of Bliss LLC and its Subsidiaries as at September 30, 2009 (such date, the "Balance Sheet Date") and the related consolidated statements of income and cash flows of Bliss LLC and its Subsidiaries for the six month period then ended (such audited and un-audited statements, including the related notes and schedules thereto, are referred to herein as the "Financial Statements"). Except (i) as set forth in the notes to the Financial Statements, (ii) for any absence of footnote disclosure to un-audited statements and (iii) those as disclosed in Schedule 4.6, the failure Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly in all material respects the consolidated financial position, results of operations and cash flows of Bliss LLC and its Subsidiaries as at the dates and for the periods indicated therein. For the purposes hereof, the un-audited consolidated balance sheet of Bliss LLC and its Subsidiaries as at the Balance Sheet Date included in the Financial Statements is referred to as the "Balance Sheet." The books and records of the Company and its Subsidiaries are maintained in compliance in all material respects with all applicable legal and accounting requirements and in a manner that allows the Company and its Subsidiaries to present fairly in all material respects their results of operations and financial condition in accordance with GAAP. To the Knowledge of the Seller and the Company, the Company and its Subsidiaries have disclosed to the Company's outside auditors (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to obtain adversely affect their ability to record, process, summarize and report financial data and (B) any fraud, whether or make would not material, that involves management or other employees who have a significant role in their internal controls over financial reporting. Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has any liabilities which, in the aggregate, are material adverse effect and which, if known, would be required to be reflected or reserved against on a consolidated balance sheet of Bliss LLC prepared in accordance with GAAP or the notes thereto, except liabilities (i) reflected or reserved against on the Seller’s ability to consummate Balance Sheet or the notes thereto, (ii) incurred after the Balance Sheet Date in the ordinary course of business, or (iii) as contemplated by this Agreement or otherwise in connection with the transactions contemplated herebyby this Agreement. Absence of Certain Developments. Except as set forth on Schedule 4.8 or as contemplated by this Agreement, since the Balance Sheet Date (i) the Company and the Subsidiaries have conducted their respective businesses only in the ordinary course of business (except in connection with or as contemplated by this Agreement) and (ii) there has not been any change, event or occurrence that has had a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Schedule 4.8, since the Balance Sheet Date: neither Company nor any of its Subsidiaries has sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the ordinary course of business; neither Company nor any of its Subsidiaries has entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving payments exceeding $50,000; no Liens have been imposed upon any of the assets, tangible or intangible, of the Company or any of its Subsidiaries other than Permitted Exceptions; neither Company nor any of its Subsidiaries has made any capital expenditure (or series of related capital expenditures) involving more than $50,000; neither Company nor any of its Subsidiaries has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) involving more than $50,000; neither Company nor any of its Subsidiaries has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than $50,000 in the aggregate; neither Company nor any of its Subsidiaries has delayed or postponed the payment of accounts payable and other liabilities in the aggregate amount of more than $50,000; neither Company nor any of its Subsidiaries has cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $50,000; neither Company nor any of its Subsidiaries has transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property Rights; there has been no change made or authorized in the charter, bylaws or other governing documents of any of Company and its Subsidiaries; neither Company nor any of its Subsidiaries has issued, sold, or otherwise disposed of any of its equity interest, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equity interests; neither Company nor any of its Subsidiaries has declared, set aside, or paid any dividend or made any distribution with respect to its equity interest (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity interests; neither Company nor any of its Subsidiaries has experienced any damage, destruction, or loss (whether or not covered by insurance) to its property involving more than $50,000 for any single occurrence; neither Company nor any of its Subsidiaries has made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the ordinary course of business; other than as described on Schedule 4.8(o), neither Company nor any of its Subsidiaries has entered into any employment contract or collective bargaining agreement, written or oral; neither Company nor any of its Subsidiaries has granted any increase of more than five percent (5%) in the base compensation of any of its directors, officers, and employees outside the ordinary course of business; neither Company nor any of its Subsidiaries has adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Company Benefit Plan); neither Company nor any of its Subsidiaries has made any other change in employment terms for any of its directors, officers, managers and employees outside the ordinary course of business; neither Company nor any of its Subsidiaries has made or pledged to make any charitable or other capital contribution in excess of $50,000; neither Company nor any of its Subsidiaries has made any loans or advances of money; neither Company nor any of its Subsidiaries has committed to any of the foregoing.

Conflicts and Consents. (a) Except as set forth in Schedule 4.5(a) and subject to any default, acceleration or similar event which could occur as a result of the filing of a Bankruptcy Case after the Execution Date, assuming the making of the filings and notifications, and receipt of the consents, waivers, approvals, Orders, Permits, Contracts and authorizations, contemplated by Section 5.4(b))6.3, none of the execution and delivery by the Seller Purchaser of this Agreement or the Seller Purchaser Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller Purchaser with any of the provisions hereof or thereof, will conflict with, or result in any violation of or default, result in any acceleration or loss of obligations or rights, or result in the payment of additional fees or penalties default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) the certificate of incorporation formation or by-laws operating agreement of the SellerPurchaser, (ii) any Material Contract to which the Seller Purchaser is a party, (iii) any Order of any Governmental Body applicable to the Seller Purchaser or by which any of the properties or assets of the Seller Purchaser are bound or (iv) any applicable Law, Law other than, in the case of clauses (ii), clause (iii) and (iv), such conflicts, violationsnotations, defaults, terminations or cancellations that would not have a material adverse effect on the SellerPurchaser’s ability to consummate the transactions contemplated hereby. (b) Subject to any approval required in a Bankruptcy Case, except Except compliance with the applicable requirements of the HSR Act and as set forth on Schedule 4.5(b)6.3, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body is required on the part of the Seller Purchaser in connection with the execution and delivery of this Agreement or the Seller Purchaser Documents or the compliance by the Seller Purchaser with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby, other than (i) to the extent applicable, FINRA and other applicable Self-Regulatory Organization notifications or consents, (ii) compliance with the applicable requirements of the HSR Act and (iii) those the failure of which to obtain or make would not have a material adverse effect on the Seller’s ability to consummate the transactions contemplated hereby.,