Common use of Conflicts; Consents and Approvals Clause in Contracts

Conflicts; Consents and Approvals. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will: (a) conflict with, or result in a breach of any provision of, the Mondavi Articles or the Mondavi Bylaws; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Mondavi or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Mondavi or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Mondavi or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Mondavi or any of its affiliates with, any third party or any Governmental Authority, other than (i) approval of this Agreement and the transactions contemplated by this Agreement by Mondavi Shareholders, (ii) actions required by the HSR Act and Foreign Antitrust Laws, (iii) registrations or other actions required under United States federal and state securities laws, and (iv) the filing with the California Secretary of State of the Merger Agreement; other than, in the case of Sections 4.5(b), 4.5(c) and 4.5(d), those exceptions that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Mondavi.

Conflicts; Consents and Approvals. Neither Except as set forth in Section 4.5 in the Espotting Disclosure Schedule, neither the execution and delivery of this Agreement by Espotting, nor the consummation of the transactions contemplated by this Agreement hereby or thereby will: (a) conflict with, or result in a breach of any provision of, the Mondavi Articles Espotting Certificate or the Mondavi BylawsEspotting Bylaws or the Espotting Subsidiary Governing Documents; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Mondavi Espotting or any of its subsidiaries the Espotting Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Mondavi Espotting or any of its subsidiaries the Espotting Subsidiaries is a party, including without limitation any Contract; (c) violate any (i) order, writ, injunction, decree, statuteruling, rule assessment, arbitration, or regulation applicable award of any Governmental Authority or arbitrator and any Contract with any Governmental Authority pertaining to Mondavi compliance with any law; or (ii) Applicable Law relating to Espotting or any of its subsidiaries the Espotting Subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Mondavi Espotting or any of its affiliates with, any third party or any Governmental Authority, other than (i) approval of this Agreement the Merger and the transactions contemplated hereby by this Agreement by Mondavi ShareholdersEspotting Stockholders, (ii) actions required by the HSR Act and Foreign Antitrust Laws, (iii) registrations or other actions required under United States federal and state securities lawslaws as are contemplated by this Agreement, (iii) the filing of notification and report forms under the HSR Act and the expiration or termination of any applicable waiting period thereunder, and (iv) consents or approvals of any Governmental Authority set forth in Section 4.5 in the filing with the California Secretary of State of the Merger AgreementEspotting Disclosure Schedule; other thanexcept, in the case of Sections 4.5(bclause (b), 4.5(cas set forth in Section 4.5 in the Espotting Disclosure Schedule or which would not be material to the business and operations of Espotting or any Key Espotting Subsidiary, and in the case of clauses (c) and 4.5(d), those exceptions (d) for any of the foregoing that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on MondaviEspotting or any Key Espotting Subsidiary.

Conflicts; Consents and Approvals. Neither the execution and delivery --------------------------------- of this Agreement by Unit, nor the consummation by Unit of the transactions contemplated by this Agreement hereby or thereby, nor Unit's performance of and compliance with the terms hereof, will: (a) conflict with, or result in a breach of any provision of, the Mondavi Unit Articles or the Mondavi Unit Bylaws; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the capital stock, properties or assets of Mondavi or any of its subsidiaries Unit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Mondavi Unit or any of its subsidiaries is a party, or result in the creation, maturation or acceleration of any liability or obligation of Unit (or give to any other person the right to cause such a creation, maturation or acceleration); (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Mondavi Unit or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Mondavi Unit or any of its affiliates with, any third party or any court, arbitral tribunal, administrative agency or commission, or any other governmental or regulatory body, agency, instrumentality or authority (a "Governmental Authority"), other than (i) approval of this Agreement the Merger and the transactions contemplated hereby by this Unit Shareholders and filing of the Merger Agreement by Mondavi Shareholderswith the California Secretary of State, (ii) actions required by the HSR Act Act, and Foreign Antitrust Laws, (iii) registrations or other actions required under United States federal and state securities laws, and (iv) the filing with the California Secretary of State of the Merger laws as are contemplated by this Agreement; other than, in the case of Sections 4.5(b), 4.5(c) and 4.5(d), those exceptions that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Mondavi.

Conflicts; Consents and Approvals. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will: (a) conflict with, or result in a breach of any provision of, the Mondavi Articles or the Mondavi Bylaws;; -13- <PAGE> (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any person (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Mondavi or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Mondavi or any of its subsidiaries is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Mondavi or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Mondavi or any of its affiliates with, any third party or any Governmental Authority, other than (i) approval of this Agreement and the transactions contemplated by this Agreement by Mondavi Shareholders, (ii) actions required by the HSR Act and Foreign Antitrust Laws, (iii) registrations or other actions required under United States federal and state securities laws, and (iv) the filing with the California Secretary of State of the Merger Agreement; other than, in the case of Sections 4.5(b), 4.5(c) and 4.5(d), those exceptions that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Mondavi.

Conflicts; Consents and Approvals. Neither the execution and delivery of this Agreement by Polexis, nor the consummation of the transactions contemplated by this Agreement hereby will: (a) conflict with, or result in a breach of any provision of, the Mondavi Polexis Articles or the Mondavi Polexis Bylaws; (b) violate, violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance Encumbrance upon any of the properties or assets of Mondavi or any of its subsidiaries Polexis under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Mondavi or any of its subsidiaries Polexis is a party, including without limitation, any Contract; (c) violate any (i) order, writ, injunction, decree, statuteruling, rule assessment, arbitration, or regulation applicable award of any Governmental Authority or arbitrator or (ii) Applicable Laws relating to Mondavi Polexis or any of its subsidiaries or any of their respective properties or assets; or (d) require any action or consent or approval of, or review by, or registration or filing by Mondavi Polexis or any of its affiliates with, any third party or any Governmental Authority, other than (i) approval of this Agreement the Merger and the transactions contemplated hereby by this Agreement by Mondavi ShareholdersPolexis Stockholders, (ii) actions required by the HSR Act and Foreign Antitrust Laws, (iii) registrations or other actions required under United States federal and state securities lawslaws as are contemplated by this Agreement, (iii) the filing of the Delaware Merger Documents with the Delaware Secretary of State, and (iv) the filing of the California Merger Documents with the California Secretary of State of the Merger Agreement; other than, in the case of Sections 4.5(b), 4.5(c) and 4.5(d), those exceptions that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on MondaviState.

Conflicts; Consents and Approvals. Neither the execution and delivery of this Agreement by Target nor the consummation of the transactions contemplated by this Agreement hereby will: (a) conflict with, or result in a breach of any provision of, the Mondavi Target Articles or the Mondavi Target Bylaws; (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event thatwhich, with the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any person party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Mondavi or any of its subsidiaries Target under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Mondavi or any of its subsidiaries Target is a party; (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Mondavi or any of its subsidiaries or any of their respective properties or assetsTarget; or (d) require any action or consent or approval of, or review by, or registration or filing by Mondavi Target or any of its affiliates Affiliates with, any third party or any Governmental Authoritygovernmental entity, other than (i) approval authorization of this Agreement the Merger and the transactions contemplated hereby by this Agreement by Mondavi Target Shareholders, (ii) actions required filings by Target with the HSR Act and Foreign Antitrust Laws, (iii) registrations or other actions required under United States federal and state securities lawsSecretary of State of the State of California necessary to consummate the Merger, and (iv) consents or approvals of any governmental entity set forth in Section 3.5 to the filing with the California Secretary of State of the Merger AgreementTarget Disclosure Schedule; other than, except in the case of Sections 4.5(b), 4.5(cclause (ii) and 4.5(d), those exceptions (iii) for any of the foregoing that are set forth in Section 3.5 of the Target Disclosure Schedule or that would not, not individually or in the aggregate, have or reasonably be expected to aggregate have a Material Adverse Effect on MondaviTarget or upon the ability of the Parties to consummate the transactions contemplated hereby.