Common use of Conflicts; Consents Clause in Contracts

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution and delivery by Buyer of this Agreement, nor the consummation by Buyer of the transactions contemplated hereby, nor performance or compliance by Buyer with any of the terms or provisions hereof, will (A) conflict with or violate any provision of Buyer’s articles of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to Buyer, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer or any of its Subsidiaries, except, in the case of clauses (A) through (D), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated hereby.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits Orders or consents set forth on Section 6.3(a) of the Disclosure Schedules Schedule 3.3 are made, given or obtained (as applicable), neither none of (x) the execution and delivery by Buyer Sellers of this AgreementAgreement or the other Transaction Agreements to which it is a party, nor (y) the consummation by Buyer Sellers of the transactions contemplated herebyhereby or thereby, nor or (z) the performance or compliance by Buyer Sellers with any of the terms or provisions hereof, will hereof or thereof (A) conflict with or violate any provision of Buyera Seller’s articles certificate of incorporation or bylaws bylaws, certificate of formation or similar organizational limited liability company agreement, certificate of limited partnership, partnership agreement or other governing documents, as applicable, (B) violate any Law or Order applicable to BuyerSellers or their assets, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or loan, credit agreement or other Material Contract to which Buyer is a party or accelerate Buyerany Seller’s obligations under any such loan, credit agreement or other Material Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance or DIP Encumbrance) on any properties or assets of Buyer or any of its SubsidiariesSeller, except, in the case of clauses (AB) through (D), as would not, individually or in the aggregate, reasonably be expected to prevent have a Material Adverse Effect or to materially impair, alter impair or delay the Sellers’ ability of Buyer to consummate the transactions contemplated herebyby this Agreement and the other Transaction Agreements.

Conflicts; Consents. (a) Assuming that (i) the Sale Order and all other requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules Schedule 4.3 are made, given or obtained (as applicable), neither the execution and delivery by Buyer Purchaser of this Agreement, nor the consummation by Buyer Purchaser of the transactions contemplated herebyTransactions, nor performance or compliance by Buyer Purchaser with any of the terms or provisions hereof, will (A) conflict with or violate any provision of BuyerPurchaser’s articles of incorporation or bylaws or similar organizational documents, (B) violate any Law or Order applicable to BuyerPurchaser, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other material Contract to which Buyer Purchaser is a party or accelerate BuyerPurchaser’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer Purchaser or any of its Subsidiariessubsidiaries, except, in the case of clauses (A) through (DB), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated herebyTransactions.

Conflicts; Consents. (a) Assuming that (i) the Sale Order, and all other requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(aSchedule 4.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), and (iii) the requirements of the HSR Act are complied with, neither the execution and delivery by Buyer Purchaser of this Agreement, nor the consummation by Buyer Purchaser of the transactions contemplated herebyTransactions, nor performance or compliance by Buyer Purchaser with any of the terms or provisions hereof, will (A) conflict with or violate any provision of BuyerPurchaser’s articles of incorporation or bylaws or similar organizational documentsOrganizational Documents, (B) violate any Law or Order applicable to BuyerPurchaser, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other material Contract to which Buyer Purchaser is a party or accelerate BuyerPurchaser’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer Purchaser or any of its Subsidiaries, except, in the case of clauses (A) through (D), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated herebyTransactions.

Conflicts; Consents. (a) Assuming that (i) requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither the The execution and delivery by Buyer Eton of this AgreementAgreement and any agreements contemplated thereby, nor and the consummation by Buyer of the transactions contemplated herebyhereby and thereby, nor and performance or compliance by Buyer with any of the terms or provisions hereofobligations hereunder and thereunder, (a) do not and will (A) conflict with or violate not result in the violation of any provision of Buyer’s articles the Charter Documents of incorporation Eton, each as amended to date; (b) do not and will not (i) except as set forth on Schedule 3.8(b)(i), require the consent, notice or bylaws or similar organizational documentsother action by any Person under, (Bii) violate any Law or Order applicable to Buyerconflict with, (Ciii) violate result in a violation or breach of, or constitute a breach of default or default (an Occurrence that, with or without notice or lapse of time, time or both) under or give rise to , would constitute a right of terminationdefault under, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party or accelerate Buyer’s obligations under any such Contract, or (Div) result in the creation of acceleration of, or (v) create any Encumbrance right to accelerate, terminate, modify or cancel, in each case (other than a Permitted Encumbrancei) on through (v), any properties or assets of Buyer Contract that is related to the Products to which Eton or any of its Subsidiariesproperties or assets (including intangible assets) is subject; (c) do not and will not violate any existing Law applicable to Eton or any of its properties or assets (tangible and intangible), except, and (d) do not and will not result in the case creation or imposition of clauses (A) through (D)any Encumbrance on any Assets. To Eton’s Knowledge, as would notno consent, individually authorization, Permit or approval or other action by, and no notice to or filing with, any Governmental Entity is or will be required to be obtained or made by Eton in connection with the aggregateexecution, reasonably be expected to prevent or materially impair, alter or delay delivery and performance by Eton of this Agreement and the ability consummation by Eton of Buyer to consummate the transactions contemplated hereby.

Conflicts; Consents. Assuming that (a) Assuming that (i) the Sale Order and all other requisite Bankruptcy Court approvals are obtained, and (iib) the notices, authorizations, approvals, Orders, permits or consents set forth on Section 6.3(a) of the Disclosure Schedules Schedule 4.3 are made, given or obtained (as applicable), neither the execution and delivery by Buyer Purchaser of this AgreementAgreement or the other Transaction Agreements, nor the consummation by Buyer Purchaser of the transactions contemplated herebyTransactions, nor performance or compliance by Buyer Purchaser with any of the terms or provisions hereof, will (Ai) require Purchaser to give any notice to, make any filing with, or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery by Purchaser of this Agreement and the other Transaction Agreements to which it is or will be a party or, the consummation or the performance of the Transactions, (ii) conflict with or violate any provision of BuyerPurchaser’s articles of incorporation or bylaws or similar organizational documents, (Biii) violate any Law or Order applicable to BuyerPurchaser, (Civ) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other material Contract to which Buyer Purchaser is a party or accelerate BuyerPurchaser’s obligations under any such Contract, or (Dv) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer Purchaser or any of its Subsidiariessubsidiaries, except, in the case of clauses (Ai) through and (Dii), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated herebyTransactions.

Conflicts; Consents. (a) Assuming that (i) requisite the Bankruptcy Court approvals are obtained, enters the Sale Order and (ii) the notices, authorizations, approvals, Orders, permits or and consents set forth on Section 6.3(a) of the Disclosure Schedules Schedule 3.3 are made, given or obtained (as applicable), neither the execution and delivery by Buyer such Seller of this AgreementAgreement or the other Transaction Agreements, nor the consummation by Buyer such Seller of the transactions contemplated herebyTransactions, nor performance or compliance by Buyer such Seller with any of the terms or provisions hereofhereof or thereof, will (A) require any of the Sellers to give any notice to, make any filing with, or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery by such Seller of this Agreement and the other Transaction Agreements to which it is or will be a party or the consummation or the performance of the Transactions, (B) conflict with or violate any provision of Buyersuch Seller’s articles certificate of incorporation incorporation, bylaws, shareholders agreement, or bylaws or similar organizational other governing documents, (B) violate any Law or Order as applicable to Buyer, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Contract to which Buyer is a party Acquired Asset or accelerate Buyersuch Seller’s obligations under any such ContractAcquired Asset, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer or any of its SubsidiariesAcquired Assets, except, in the case of clauses (A) through (D)each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or materially impair, alter or delay the ability consummation by such Seller of Buyer to consummate the transactions contemplated herebyTransactions.

Conflicts; Consents. (a) Assuming that (ia) requisite Bankruptcy Court approvals are obtained, and (iib) the notices, authorizations, approvals, Orders, permits Permits or consents set forth on Section 6.3(a) of the Disclosure Schedules Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act, any other applicable antitrust, competition, foreign direct investment or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) and any notifications required by any applicable Laws promulgated by any states are complied with, neither the execution and delivery by Buyer Sellers of this AgreementAgreement or the other Transaction Agreements, nor the consummation by Buyer Sellers of the transactions contemplated herebyTransactions, nor performance or compliance by Buyer Sellers with any of the terms or provisions hereofhereof or thereof, will (Ai) conflict with or violate any provision of Buyerany Seller’s articles certificate of incorporation or bylaws bylaws, certificate of formation or similar organizational limited liability company agreement, certificate of limited partnership, partnership agreement or other governing documents, (B) violate any Law or Order applicable to Buyeras applicable, (Cii) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other Material Contract to which Buyer is a party or accelerate Buyerany Seller’s or any Non-Debtor’s obligations under any such Material Contract, (iii) violate any Law or Order applicable to Sellers or the Non-Debtors or any of the Acquired Assets, or by which any Seller or any of the Acquired Assets may be bound, or (Div) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer or any of its SubsidiariesAcquired Assets, except, in the case of clauses (Aii) through (Div), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer to consummate the transactions contemplated herebyhave a Material Adverse Effect.

Conflicts; Consents. Assuming that (a) Assuming that (i) the Confirmation Order and all other requisite Bankruptcy Court approvals are obtained, and (iib) the notices, authorizations, approvals, Orders, permits or consents and Consents set forth on Section 6.3(a) of the Disclosure Schedules Schedule 3.4 are made, given or obtained (as applicable), neither the execution and delivery by Buyer Seller of this Agreement, Agreement nor the consummation by Buyer Seller of the transactions contemplated hereby, nor performance or compliance by Buyer Seller with any of the terms or provisions hereof, will (Ai) conflict with or violate any provision of Buyer’s articles the Organizational Documents of incorporation or bylaws or similar organizational documentsSeller, (Bii) violate any Law except as set forth on Schedule 2.3 or Order applicable to BuyerSchedule 3.4, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan Contract or credit agreement or other accelerate obligations of Seller under any Contract to which Buyer Seller is a party bound, (iii) violate any Law or accelerate Buyer’s obligations under any such Contract, Order applicable to Seller or (Div) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer or any of its Subsidiariesowned by Seller, except, in the case of clauses clause (Aii), (iii) through or (Div), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability and adversely affect Seller’s performance of Buyer to consummate the transactions contemplated herebyits material obligations under this Agreement.

Conflicts; Consents. (a) Assuming that (i) the Confirmation Order and all other requisite Bankruptcy Court approvals are obtained, and (ii) the notices, authorizations, approvals, Orders, permits or consents and Consents set forth on Section 6.3(aSchedule 4.3(a) of the Disclosure Schedules are made, given or obtained (as applicable), neither the execution and delivery by Buyer Purchaser of this Agreement, nor the consummation by Buyer Purchaser of the transactions contemplated herebyhereby or thereby, nor performance or compliance by Buyer Purchaser with any of the terms or provisions hereof, will (A) conflict with or violate any provision of BuyerPurchaser’s articles of incorporation or bylaws or similar organizational documentsOrganizational Documents, (B) violate any Law or Order applicable to BuyerPurchaser, (C) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any loan or credit agreement or other material Contract to which Buyer Purchaser is a party or accelerate BuyerPurchaser’s obligations under any such Contract, or (D) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any properties or assets of Buyer Purchaser or any of its Subsidiaries, except, in the case of clauses (AB) through (DC), as would not, individually or in the aggregate, reasonably be expected to prevent or materially impair, alter or delay the ability of Buyer Purchaser to consummate the transactions contemplated herebyhereby or thereby.