Common use of Conflicts; Consents Clause in Contracts

Conflicts; Consents. Neither the execution and delivery of this ------------------- Agreement or any other agreement or document to which such Seller is a party as contemplated by this Agreement, the consummation of the transactions contemplated hereby or thereby nor compliance by such Seller with any of the provisions hereof or thereof will (i) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any provisions of any note, bond, lease, mortgage, indenture, or any material license, franchise, agreement or other instrument or obligation to which such Seller is a party, or by which such Seller or any of such Seller's properties or assets may be bound or affected, (ii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to such Seller or such Seller's properties or assets or (iii) result in the creation or imposition of any Claim upon any MARS Shares. 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 such Seller of this Agreement or any other agreement or document to which such Seller is a party as contemplated by this Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing with the Securities and Exchange Commission (the "SEC") of such reports under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such filings as may be required under state securities or "blue sky" laws in connection with the issuance of the PSS Common Stock as a portion of the MARS Purchase Price.

Conflicts; Consents. Neither the execution and delivery of this ------------------- Agreement, the Registration Rights Agreement (defined below Section 4.2(c)), the Employment Agreements (defined below in Section 4.1(i)) or any other agreement or document to which such Seller is a party as contemplated by this Agreementthe Letter Agreements (defined below in Section 4.1(m)), the consummation of the transactions contemplated hereby or thereby nor compliance by such any Seller with any of the provisions hereof or thereof will (i) conflict with or result in a breach of the articles of incorporation, by-laws or other constitutive documents of any MARS Company, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any material license, franchise, permit, agreement or other instrument or obligation to which such Seller any MARS Company is a party, or by which such Seller any MARS Company or any of such SellerMARS Company's properties or assets 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 (iiwhich 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 such Seller any MARS Company or such Sellerany MARS Company's properties or assets or (iiiiv) result in the creation or imposition of any Claim upon any property or assets used or held by any MARS SharesCompany. 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 such any Seller of this Agreement or any other agreement or document to which such Seller is a party as contemplated by this Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing with the Securities such other consents, approvals, orders, authorizations, registrations, declarations and Exchange Commission (the "SEC"filings as are set forth in Section 2.1(c) of such reports under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such filings as may be required under state securities or "blue sky" laws in connection with the issuance of the PSS Common Stock as a portion of the MARS Purchase PriceDisclosure Schedule.

Conflicts; Consents. Neither the The execution and delivery by the Purchaser of this ------------------- Agreement or any other agreement or document to which such Seller is a party as contemplated by this and the Escrow Agreement, the consummation of the transactions contemplated hereby or and thereby nor and compliance by such Seller the Purchaser with any of the provisions hereof or and thereof does not and will not (i) conflict with or result in a breach of the articles of incorporation, by-laws or other constitutive documents of the Purchaser, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any material license, franchise, permit, agreement or other instrument or obligation to which such Seller the Purchaser is a party, or by which such Seller the Purchaser or any of such Sellerthe Purchaser'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, or before the Closing will be, obtained, (iiiii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to such Seller the Purchaser or such Sellerany of the Purchaser's properties or assets or (iiiiv) result in the creation or imposition of any Claim upon any MARS Sharesof the Purchaser's properties or assets. 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 such Seller the Purchaser of this Agreement or any other agreement or document to which such Seller is a party as contemplated by this and the Escrow Agreement or and the consummation of the transactions contemplated hereby or thereby and thereby, except for (i) the filing with of a premerger notification and report form by the Securities and Exchange Commission (Purchaser under the "SEC") of such reports under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange HSR Act"), as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such filings as may be required under state securities or "blue sky" laws in connection with the issuance of the PSS Common Stock as a portion of the MARS Purchase Price.

Conflicts; Consents. Neither None of the execution and delivery of this ------------------- Agreement or any other agreement or document to which such Seller is a party as contemplated by this Agreement, the Non-Compete Agreement, the Bxxx of Sale, and the Assignment, the consummation of the transactions contemplated hereby or thereby nor thereby, or compliance by such the Seller with any of the provisions hereof or thereof thereof, will (i) conflict with or result in a breach of the certificate of formation or limited liability company operating agreement of the Seller, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, hypothecation, mortgage, indenture, or any material license, franchise, permit, agreement or other instrument or obligation to which such the Seller is a party, or by which such Seller or any of such the Seller's properties or 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 (iiwhich 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 such the Seller or such the Seller's properties or assets or (iiiiv) result in the creation or imposition of any Claim Liens upon any MARS Sharesof the Acquired Assets. No Except as set forth in Schedule 2.1, no consent or approval by, or any notification of or filing with, any person 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 execution, delivery and performance by such the Seller of this Agreement Agreement, the Non-Compete Agreement, the Bxxx of Sale, the Assignment or any of the other agreement or document to which such Seller is a party as agreements, documents and instruments contemplated by in connection with this Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing with the Securities and Exchange Commission (the "SEC") of such reports under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such filings as may be required under state securities or "blue sky" laws in connection with the issuance of the PSS Common Stock as a portion of the MARS Purchase Pricethereby.

Conflicts; Consents. Neither the The execution and delivery of this Agreement ------------------- Agreement or any and each other agreement or document to which such Seller is a party as contemplated by this Agreement, the consummation of the transactions contemplated hereby or and thereby nor and the compliance by such Seller the Sellers with any of the provisions hereof or and thereof do not and will not (i) conflict with or result in a breach of the charter, by-laws or other constitutive documents of the Company, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any material license, franchise, permit, agreement or other instrument or obligation to which such the Company or any Seller is a party, or by which such the Company or any Seller or any of such the Company's or any Seller's properties or 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 (iiwhich 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 such the Company or any Seller or such 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 (iiiiv) result in the creation or imposition of any Claim security interest, lien or other encumbrance upon the Shares or any MARS Sharesproperty 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 such Seller the Sellers of this Agreement or any other agreement or document to which such a Seller is a party as contemplated by this Agreement or the consummation by the Sellers of the transactions contemplated hereby or thereby except for (i) the filing with the Securities such consents, approvals, orders, authorizations, registrations, declarations and Exchange Commission (the "SEC"filings as are set forth in Section 2.1(d) of such reports under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such filings as may be required under state securities or "blue sky" laws in connection with the issuance of the PSS Common Stock as a portion of the MARS Purchase PriceDisclosure Schedule.

Conflicts; Consents. Neither the execution and delivery of this ------------------- Agreement or any other agreement or document to which such Seller is a party as contemplated by this Agreement, the consummation of the transactions contemplated hereby or thereby nor compliance by such Seller the GMT Members with any of the provisions hereof or thereof will will: (i) conflict with or result in a breach of the charter, by-laws or other constitutive documents of the GMT Members or any entity in the Company Group, Wuxi and GMHK, and (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, agreement binding upon the GMT Members or any material licenseentity in the Company Group, franchiseincluding any contract identified on the Material Contract List referred to in Section 2.1(l), agreement which would adversely affect the ability of the GMT Members to perform their respective duties and obligations under this Agreement or other instrument or obligation to which such Seller is would have a party, or by which such Seller or any of such Seller's properties or assets may be bound or affectedMaterial Adverse Effect, (iiiii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to such Seller the GMT Members, or any entity in the Company Group or such Seller's a party’s properties or assets which would adversely affect the ability of the GMT Members to perform their respective duties and obligations under this Agreement, or which would have a Material Adverse Effect, or (iiiiv) result in the imposition or creation or imposition of any Claim Lien upon or with respect to the GMT Interests or the assets of the Company or any MARS Sharesother entity in the Company Group. No consent or approval by, or any notification of or filing with, any person public body or authority is required to be obtained or made at or prior to the Closing by the GMT Members or any entity in the Company Group, other than the HSR Act filing contemplated herein, in connection with the execution, delivery and performance by such Seller the GMT Members of this Agreement or any other agreement or document to which such Seller is a party as contemplated by this Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing with the Securities and Exchange Commission (the "SEC") of such reports under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such filings as may be required under state securities or "blue sky" laws in connection with the issuance of the PSS Common Stock as a portion of the MARS Purchase Pricehereby.

Conflicts; Consents. Neither the execution and delivery of this ------------------- Agreement or any other agreement or document to which such Seller any Shareholder is a party as contemplated by this Agreement, the consummation of the transactions contemplated hereby or thereby nor compliance by such Seller the Company or any Shareholder with any of the provisions hereof or thereof will (i) conflict with or result in a breach of the articles of incorporation, by-laws or other constitutive documents of the Company, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, mortgage, indenture, or any material license, franchise, permit, agreement or other instrument or obligation to which such Seller the Company or any Shareholder is a party, or by which such Seller the Company or any of such SellerShareholder or the Company's or any Shareholder's properties or assets 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 (iiwhich 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 such Seller the Company or such Sellerany Shareholder or the Company's or any Shareholder's properties or assets or (iiiiv) result in the creation or imposition of any Claim upon any MARS SharesCompany 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 such Seller any Shareholder of this Agreement or any other agreement or document to which such Seller Shareholder is a party as contemplated by this Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing with the Securities and Exchange Commission (the "SEC"as set forth in Section 3.1(d) of such reports under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such filings as may be required under state securities or "blue sky" laws in connection with the issuance of the PSS Common Stock as a portion of the MARS Purchase PriceDisclosure Schedule.