Common use of Conflicts; Consents Clause in Contracts

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither the execution and delivery by Sellers of this Agreement or the other Transaction Agreements, nor the consummation by Sellers of the Transactions, nor performance or compliance by Sellers with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of any Seller’s certificate of incorporation or bylaws, certificate of formation or limited liability company agreement, certificate of limited partnership, partnership agreement or other governing documents, as applicable, (ii) 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 Material Contract or accelerate any Seller’s obligations under any such Material Contract, (iii) conflict with or violate any Law or Order applicable to any Seller or any of the Acquired Assets, or by which any Seller, or any of the Acquired Assets, may be bound or affected, or (iv) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on any Acquired Assets, except, in each case of clauses (ii) thru (iv), as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Assets or the Assumed Liabilities, taken as a whole.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements None of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither the execution and delivery by Sellers of this Agreement or Agreement, the other Transaction AgreementsNon-Compete Agreement, nor the Xxxx of Sale, and the Assignment, the consummation by Sellers of the Transactionstransactions contemplated hereby or thereby, nor performance or compliance by Sellers the Seller with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision result in a breach of any Seller’s certificate of incorporation or bylaws, the certificate of formation or limited liability company agreement, certificate operating agreement of limited partnership, partnership agreement or other governing documents, as applicablethe Seller, (ii) violate conflict with or constitute result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, cancellation or cancelation of any obligation or to the loss of any benefit, acceleration) under any of the terms or provisions of any Material Contract note, bond, lease, hypothecation, mortgage, indenture, license, franchise, permit, agreement or accelerate any Seller’s obligations under any such Material Contract, (iii) conflict with other instrument or violate any Law or Order applicable obligation to any which the Seller or any of the Acquired Assetsis a party, or by which any the Seller, 's properties or any of the Acquired Assets, assets may be bound or affected, except for such conflict, breach or default as to which requisite waivers or consents shall be obtained before the Closing (which waivers or consents are set forth in Schedule 2.1), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Seller or the Seller's properties or assets or (iv) result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on Liens upon any of the Acquired Assets. Except as set forth in Schedule 2.1, exceptno consent or approval by, or any notification of or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) (each, a "person" and collectively, "persons") is required in each case connection with the execution, delivery and performance by the Seller of clauses (ii) thru (iv)this Agreement, as would notthe Non-Compete Agreement, individually the Xxxx of Sale, the Assignment or any of the other agreements, documents and instruments contemplated in the aggregate, reasonably be expected to be material to the Acquired Assets connection with this Agreement or the Assumed Liabilities, taken as a wholeconsummation of the transactions contemplated hereby or thereby.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements None of the HSR Act and any other applicable antitrustexecution, competition, foreign direct involvement delivery or “FDI”, or merger control Laws promulgated performance by any Governmental Body (“Foreign Competition Laws”) are complied with, neither ------------------- the execution and delivery by Sellers of this Agreement or and the other Transaction AgreementsSeller Documents, nor the consummation by Sellers of the Transactionstransactions contemplated hereby or thereby, nor performance or compliance by the Sellers with any of the terms or provisions hereof or thereof, thereof will (ia) conflict with with, or violate result in the breach of, any provision of the certificate/articles of incorporation, by-laws or comparable organizational documents of any Seller’s certificate of incorporation the Acquired Companies or bylaws, certificate the declaration of formation or limited liability company agreement, certificate of limited partnership, partnership agreement trust or other governing documentsdocuments of any Stockholder; (b) except as set forth on Schedule 4.5 hereto, as applicablewith notice, (ii) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under , conflict with, violate, result in the breach or termination of, constitute a default or give rise to a the right of termination, modification, to accelerate the rights or cancelation obligations of any Person under any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any Stockholder or to the loss of any benefit, any of the terms Acquired Companies is a party or provisions by which any of them or any Material Contract of their respective properties or accelerate any Seller’s obligations under any such Material Contract, assets is bound; (iiic) conflict with or violate any Law or Order applicable to of any Seller Governmental Body by which any Stockholder or any of the Acquired Assets, or by which any Seller, or any of the Acquired Assets, may be bound or affected, Companies is bound; or (ivd) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on Lien upon the properties or assets of any Acquired Assets, except, in each case Stockholder or any of clauses (ii) thru (iv), as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Assets Companies. Except as set forth on Schedule 4.5 hereto, and except for any required filings under the HSR Act and the filing of the SMSV Certificate and the HR Certificate, no consent, waiver, approval, Order, Permit or authorization of, declaration or filing with, or notification to, any Person or Governmental Body is required on the part of any Stockholder or any of the Acquired Companies (pursuant to any Law, Permit, Material Contract (as defined in Section 4.14) or otherwise) in connection with the execution and delivery of this Agreement or the Assumed Liabilitiesother Seller Documents, taken as a wholeconsummation of the transactions contemplated hereby or thereby or the compliance by the Sellers with any of the provisions hereof or thereof (including the transfer of the Assets (including all Material Contracts and Permits of ESC) to URNJ).

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither the The execution and delivery by Sellers such Company Stockholder of this Agreement, the Escrow Agreement, the Class B Stockholder Agreement or and the other Transaction AgreementsClass B Registration Rights Agreement, nor the consummation by Sellers of the Transactions, nor performance transactions contemplated hereby or thereby and compliance by Sellers such Company Stockholder with any of the terms or provisions hereof or thereof, thereof does not and will not (i) conflict with or violate any provision result in a breach of any Seller’s certificate the articles of incorporation or bylawsincorporation, certificate of formation or limited liability company agreement, certificate of limited partnership, partnership agreement by-laws or other governing constitutive documents, as applicableif any, of the Company, any of its Subsidiaries or such Company Stockholder, (ii) violate conflict with or constitute result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modificationcancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or cancelation of any license, franchise, permit, agreement or other instrument or obligation or to which the loss of any benefitCompany, any of the terms its Subsidiaries or provisions of any Material Contract or accelerate any Seller’s obligations under any such Material Contract, (iii) conflict with or violate any Law or Order applicable to any Seller or any of the Acquired AssetsCompany Stockholder is a party, or by which any Sellerproperties or assets of the Company, or any of the Acquired Assets, its Subsidiaries or such Company Stockholder may be bound or affected, except for (1) such conflicts, breaches or defaults that are, individually and in the aggregate, immaterial and (2) such conflicts, breaches or defaults as to which requisite waivers or consents have been obtained or will be obtained before the Closing at no cost to the Company and without giving to any person any additional rights (which waivers or consents are set forth in Section 2.2(b) of the Company Disclosure Schedule), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Company, any of its Subsidiaries or such Company Stockholder or any of their respective properties or assets (except for such violations that are, individually and in the aggregate, immaterial) or (iv) result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on Claim upon any Acquired Assetsshares of Company Capital Stock or capital stock of any of the Company's Subsidiaries or any property or assets used or held by the Company or any of its Subsidiaries. No consent or approval by, exceptor notification of or filing with, any governmental authority or agency is required in each case of clauses (ii) thru (iv)connection with the execution, as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Assets or the Assumed Liabilities, taken as a whole.delivery and

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither Neither the execution and delivery by Sellers of this ------------------- Agreement or the any other Transaction Agreementsagreement or document to which any Shareholder is a party as contemplated by this Agreement, nor the consummation by Sellers of the Transactions, transactions contemplated hereby or thereby nor performance or compliance by Sellers the Company or any Shareholder with any of the terms or provisions hereof or thereof, thereof will (i) conflict with or violate any provision result in a breach of any Seller’s certificate the articles of incorporation or bylawsincorporation, certificate of formation or limited liability company agreement, certificate of limited partnership, partnership agreement by-laws or other governing documents, as applicableconstitutive documents of the Company, (ii) violate conflict with or constitute result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, cancellation or cancelation of any obligation or to the loss of any benefit, acceleration) under any of the terms or provisions of any Material Contract or accelerate any Seller’s obligations under any such Material Contractnote, (iii) conflict with or violate any Law or Order applicable to any Seller bond, lease, mortgage, indenture, or any of material license, franchise, permit, agreement or other instrument or obligation to which the Acquired AssetsCompany or any Shareholder is a party, or by which any Seller, the Company or any of Shareholder or the Acquired AssetsCompany's or any Shareholder's properties or assets, may be bound or affected, except for such conflicts, breaches or defaults as to which requisite waivers or consents have been obtained before the Closing (which waivers or consents are set forth in Section 3.1(d) of the Disclosure Schedule), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Company or any Shareholder or the Company's or any Shareholder's properties or assets or (iv) result in the creation or imposition of any Encumbrance (Claim upon any Company Common Stock or any property or assets used or held by the Company. No consent or approval by, or any notification of or filing with, any person is required in connection with the execution, delivery and performance by any Shareholder of this Agreement or any other than agreement or document to which such Shareholder is a Permitted Encumbrance) on any Acquired Assets, except, in each case of clauses (ii) thru (iv), party as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Assets contemplated by this Agreement or the Assumed Liabilities, taken consummation of the transactions contemplated hereby or thereby except as a wholeset forth in Section 3.1(d) of the Disclosure Schedule.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither the The execution and delivery by Sellers of this Agreement ------------------- and each other agreement or the other Transaction Agreementsdocument contemplated by this Agreement, nor the consummation by Sellers of the Transactions, nor performance or transactions contemplated hereby and thereby and the compliance by the Sellers with any of the terms or provisions hereof or thereof, and thereof do not and will not (i) conflict with or violate any provision result in a breach of any Seller’s certificate of incorporation or bylawsthe charter, certificate of formation or limited liability company agreement, certificate of limited partnership, partnership agreement by-laws or other governing documents, as applicableconstitutive documents of the Company, (ii) violate conflict with or constitute result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, cancellation or cancelation of any obligation or to the loss of any benefit, acceleration) under any of the terms or provisions of any Material Contract note, bond, lease, mortgage, indenture, or accelerate any Seller’s obligations under material license, franchise, permit, agreement or other instrument or obligation to which the Company or any such Material ContractSeller is a party, (iii) conflict with or violate any Law by which the Company or Order applicable to any Seller or any of the Acquired Assets, Company's or by which any Seller, 's properties or any of the Acquired Assetsassets, may be bound or affected, except for such conflict, breach or default as to which requisite waivers or consents shall be obtained before the Closing (which waivers or consents are set forth in Section 2.1(d) of the Disclosure Schedule), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Company or any Seller or any of the Company's or any Seller's properties or assets, except for any such violations that are immaterial to the Company and the Company's properties and assets or (iv) result in the creation or imposition of any Encumbrance (security interest, lien or other than encumbrance upon the Shares or any property or assets used or held by the Company. No consent or approval by, or any notification of or filing with, any person is required in connection with the execution, delivery and performance by the Sellers of this Agreement or any other agreement or document to which a Permitted Encumbrance) on any Acquired Assets, except, in each case of clauses (ii) thru (iv), Seller is party as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Assets contemplated by this Agreement or the Assumed Liabilitiesconsummation by the Sellers of the transactions contemplated hereby or thereby except for such consents, taken approvals, orders, authorizations, registrations, declarations and filings as a wholeare set forth in Section 2.1(d) of the Disclosure Schedule.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements None of the HSR Act and any other applicable antitrustexecution, competition, foreign direct involvement delivery or “FDI”, or merger control Laws promulgated performance by any Governmental Body (“Foreign Competition Laws”) are complied with, neither ------------------- the execution and delivery by Sellers of this Agreement or and the other Transaction AgreementsSeller Documents, nor the consummation by Sellers of the Transactionstransactions contemplated hereby or thereby, nor performance or compliance by the Sellers with any of the terms or provisions hereof or thereof, thereof will (ia) conflict with with, or violate result in the breach of, any provision of any Seller’s the certificate of incorporation incorporation, by-laws or bylawscomparable organizational documents of ARI or the Subsidiary, the certificate of formation or formation, limited liability company agreement, certificate of limited partnership, partnership agreement or other comparable organizational or governing documentsdocuments of Xxxxxxxx Leasing, or the trust documents of any Stockholder; (b) except as applicableset forth on Schedule 4.6, (ii) violate with notice, lapse of time or both, conflict with, violate, result in the breach or termination of, constitute a breach of or default (with or without notice or lapse of time, or both) under or give rise to a the right of termination, modification, to accelerate the rights or cancelation obligations of any Person under any note, bond, mortgage, indenture, license, agreement, lease or other instrument or obligation to which any Seller, ARI or to the loss of any benefit, Subsidiary is a party or by which any of the terms or provisions of any Material Contract or accelerate any Seller’s obligations under any such Material Contract, (iii) conflict with or violate any Law or Order applicable to any Seller them or any of the Acquired Assetstheir respective properties or assets is bound; (c) violate any statute, rule, regulation, order or decree of any Governmental Body by which any Seller, ARI or any of the Acquired Assets, may be bound or affected, Subsidiary is bound; or (ivd) result in the creation of any Encumbrance (other than a Permitted Encumbrance) on Lien upon the properties or assets of any Acquired AssetsSeller, except, in each case of clauses (ii) thru (iv), as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Assets ARI or the Assumed LiabilitiesSubsidiary. Except as set forth on Schedule 4.6 hereto, taken and except for any required filings under the HSR Act, no consent, waiver, approval, Order, Permit or authorization of, declaration or filing with, or notification to, any Person or Governmental Body is required on the part of any Seller, ARI or the Subsidiary (pursuant to any Law, Material Contract (as a wholedefined in Section 4.15) or otherwise) in connection with the execution and delivery of this Agreement or the other Seller Documents, consummation of the transactions contemplated hereby or thereby or the compliance by the Sellers with any of the provisions hereof or thereof.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither the The execution and delivery by Sellers of this Agreement or and any of the other Transaction Agreementsagreements, nor documents and instruments contemplated by this Agreement, the consummation by Sellers of the Transactionstransactions contemplated hereby or thereby, nor performance or and the compliance by Sellers HDI, the Seller or their Affiliates with any of the terms or provisions hereof or thereof, will not (i) conflict with or violate any provision result in a breach of any Seller’s the certificate of incorporation or bylaws, certificate by-laws of formation or limited liability company agreement, certificate of limited partnership, partnership agreement or other governing documents, as applicableeither Company, (ii) violate conflict with or constitute result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, cancellation or cancelation of any obligation or to the loss of any benefit, acceleration) under any of the terms or provisions of any Material Contract material note, bond, lease, hypothecation, mortgage, indenture, license, franchise, permit, agreement or accelerate any Seller’s obligations under any such Material Contractother material instrument or obligation to which HDI, (iii) conflict with or violate any Law or Order applicable to any the Seller or any of the Acquired Assetstheir Affiliates is a party, or by which any Seller, such party's properties or any of the Acquired Assets, assets may be bound or affected, except for such conflict, breach or default as to which requisite waivers or consents shall be obtained before the Closing (which waivers or consents are set forth in Schedule 2.1(d)), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to HDI, the Seller or any of their Affiliates or any such party's properties or assets or (iv) to the knowledge of HDI or the Seller, result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on Lien against any of the Shares or any of any of the Acquired Assets, except, . Except as set forth in each case of clauses (ii) thru (ivSchedule 2.1(d), as would notno consent or approval by, individually or any notification of or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) (each, a "Person" and collectively, "Persons") is required in connection with the aggregateexecution, reasonably be expected to be material to delivery and performance by HDI, the Acquired Assets Seller or any of their Affiliates of this Agreement or any of the other agreements, documents and instruments contemplated by this Agreement or the Assumed Liabilities, taken as a wholeconsummation of the transactions contemplated hereby or thereby.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements None of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither the execution and delivery by Sellers of this Agreement or Agreement, the other Transaction AgreementsNon-Compete Agreement, nor the Bxxx of Sale, and the Assignment, the consummation by Sellers of the Transactionstransactions contemplated hereby or thereby, nor performance or compliance by Sellers the Seller with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision result in a breach of any Seller’s certificate of incorporation or bylaws, the certificate of formation or limited liability company agreement, certificate operating agreement of limited partnership, partnership agreement or other governing documents, as applicablethe Seller, (ii) violate conflict with or constitute result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, cancellation or cancelation of any obligation or to the loss of any benefit, acceleration) under any of the terms or provisions of any Material Contract note, bond, lease, hypothecation, mortgage, indenture, license, franchise, permit, agreement or accelerate any Seller’s obligations under any such Material Contract, (iii) conflict with other instrument or violate any Law or Order applicable obligation to any which the Seller or any of the Acquired Assetsis a party, or by which any the Seller, 's properties or any of the Acquired Assets, assets may be bound or affected, except for such conflict, breach or default as to which requisite waivers or consents shall be obtained before the Closing (which waivers or consents are set forth in Schedule 2.1), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Seller or the Seller's properties or assets or (iv) result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on Liens upon any of the Acquired Assets. Except as set forth in Schedule 2.1, exceptno consent or approval by, or any notification of or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) (each, a "person" and collectively, "persons") is required in each case connection with the execution, delivery and performance by the Seller of clauses (ii) thru (iv)this Agreement, as would notthe Non-Compete Agreement, individually the Bxxx of Sale, the Assignment or any of the other agreements, documents and instruments contemplated in the aggregate, reasonably be expected to be material to the Acquired Assets connection with this Agreement or the Assumed Liabilities, taken as a wholeconsummation of the transactions contemplated hereby or thereby.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither the The execution and delivery by Sellers such Seller of this Agreement or and the other Transaction AgreementsEscrow Agreement, nor the consummation by Sellers of the Transactions, nor performance or transactions contemplated hereby and thereby and compliance by Sellers such Seller with any of the terms or provisions hereof or thereof, and thereof does not and will not (i) conflict with or violate any provision result in a breach of any Seller’s certificate of incorporation or bylaws, certificate of formation or limited liability company agreement, certificate of limited partnership, partnership agreement or other governing the constitutive documents, as applicableif any, of such Seller, (ii) violate conflict with or constitute result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, cancellation or cancelation of any obligation or to the loss of any benefit, acceleration) under any of the terms or provisions of any Material Contract note, bond, lease, mortgage, indenture, or accelerate any Seller’s obligations under any license, franchise, permit, agreement or other instrument or obligation to which such Material ContractSeller is a party, (iii) conflict with or violate any Law or Order applicable to any by which such Seller or any of the Acquired Assets, such Seller's properties or by which any Seller, or any of the Acquired Assets, assets may be bound or affected, except for such conflicts, breaches or defaults as to which requisite waivers or consents have been, or before the Closing will be, obtained (which waivers or consents are set forth in Section 2.2(b) of the Disclosure Schedule), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to such Seller or any of such Seller's properties or assets or (iv) result in the creation or imposition of any Encumbrance (other than Claim upon any of such Seller's Shares. No consent or approval by, or notification of or filing with, any person is required in connection with the execution, delivery and performance by such Seller of this Agreement and the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby, except for the filing of a Permitted Encumbrance) on any Acquired Assets, except, in each case premerger notification and report form by the Sellers under the Hart-Xxxxx- Xxdixx Xxxrovements Act of clauses (ii) thru (iv)1976, as would notamended, individually or in and the aggregate, reasonably be expected to be material to rules and regulations thereunder (the Acquired Assets or the Assumed Liabilities, taken as a whole"HSR Act").

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither Neither the execution and delivery by Sellers of this ------------------- Agreement, the Registration Rights Agreement (defined below Section 4.2(c)), the Employment Agreements (defined below in Section 4.1(i)) or the other Transaction AgreementsLetter Agreements (defined below in Section 4.1(m)), nor the consummation by Sellers of the Transactions, transactions contemplated hereby or thereby nor performance or compliance by Sellers any Seller with any of the terms or provisions hereof or thereof, thereof will (i) conflict with or violate any provision result in a breach of the articles of incorporation, by-laws or other constitutive documents of any Seller’s certificate of incorporation or bylaws, certificate of formation or limited liability company agreement, certificate of limited partnership, partnership agreement or other governing documents, as applicableMARS Company, (ii) violate conflict with or constitute result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, cancellation or cancelation of any obligation or to the loss of any benefit, acceleration) under any of the terms or provisions of any Material Contract or accelerate any Seller’s obligations under any such Material Contractnote, (iii) conflict with or violate any Law or Order applicable to any Seller bond, lease, mortgage, indenture, or any of the Acquired Assetsmaterial license, franchise, permit, agreement or other instrument or obligation to which any MARS Company is a party, or by which any Seller, MARS Company or any of the Acquired AssetsMARS Company's properties or assets, may be bound or affected, except for such conflicts, breaches or defaults as to which requisite waivers or consents have been obtained before the Closing (which waivers or consents are set forth in Section 2.1(c) of the Disclosure Schedule), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to any MARS Company or any MARS Company's properties or assets or (iv) result in the creation or imposition of any Encumbrance (Claim upon any property or assets used or held by any MARS Company. No consent or approval by, or any notification of or filing with, any person is required in connection with the execution, delivery and performance by any Seller of this Agreement or any other than agreement or document to which such Seller is a Permitted Encumbrance) on any Acquired Assets, except, in each case of clauses (ii) thru (iv), party as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Assets contemplated by this Agreement or the Assumed Liabilitiesconsummation of the transactions contemplated hereby or thereby except for such other consents, taken approvals, orders, authorizations, registrations, declarations and filings as a wholeare set forth in Section 2.1(c) of the Disclosure Schedule.

Conflicts; Consents. Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither the The execution and delivery by Sellers the Company of this Agreement or the other Transaction AgreementsAgreement, nor the consummation by Sellers of the Transactions, nor performance or transactions contemplated hereby and compliance by Sellers the Company with any of the terms or provisions hereof or thereof, does not and will not (i) conflict with or violate any provision result in a breach of any Seller’s certificate the articles of incorporation or bylawsincorporation, certificate of formation or limited liability company agreement, certificate of limited partnership, partnership agreement by-laws or other governing documents, as applicableconstitutive documents of the Company or any of its Subsidiaries, (ii) violate except as set forth in Section 2.1(d) of the Company Disclosure Schedule, conflict with or constitute result in a breach of or default (with or without notice or lapse of time, or both) under or give rise to a any right of termination, modification, cancellation or cancelation of any obligation or to the loss of any benefit, acceleration) under any of the terms or provisions of any Material Contract note, bond, lease, mortgage, indenture, or accelerate any Seller’s obligations under any such Material Contractlicense, (iii) conflict with franchise, permit, agreement or violate any Law other instrument or Order applicable obligation to any Seller which the Company or any of the Acquired Assetsits Subsidiaries is a party, or by which any Seller, properties or assets of the Company or any of the Acquired Assets, its Subsidiaries may be bound or affected, except for (1) such conflicts, breaches or defaults that are, individually and in the aggregate, immaterial and (2) such conflicts, breaches or defaults as to which requisite waivers or consents have been obtained or will be obtained before the Closing at no material cost to the Company and without giving to any person any material additional rights, (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Company or any of its Subsidiaries or any of their respective properties or assets (except for such violations that are, individually and in the aggregate, immaterial) or (iv) result in the creation or imposition of any Encumbrance Claim upon any shares of Company Capital Stock or capital stock of any of the Company's Subsidiaries or any property or assets used or held by the Company or any of its Subsidiaries. No consent or approval by, or notification of or filing with, any governmental authority or agency is required in connection with the execution, delivery and performance by the Company of this Agreement, or the consummation of the transactions contemplated hereby except for (other than x) the filing of a Permitted Encumbrance) on any Acquired Assetspremerger notification and report form under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, exceptas amended, in each case of clauses and the rules and regulations promulgated thereunder (ii) thru (ivthe "HSR Act"), as would notand the expiration or early termination of the applicable waiting period under the HSR Act, (y) the filing of the Certificate of Merger with the Delaware Secretary of State and (z) such other consents, approvals or notifications that are, individually or and in the aggregate, reasonably be expected to be material to the Acquired Assets or the Assumed Liabilities, taken as a wholeimmaterial.