Common use of Conflicts; Consents Clause in Contracts

Conflicts; Consents. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the passage of time or both (i) conflict with or result in a breach of the certificates of incorporation, by-laws or other constitutive documents of the Company or any of its Subsidiaries, (ii) except as set forth in Section 3.4 of the Disclosure Schedule, conflict with, violate, breach 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 license, franchise, permit, agreement or other instrument or obligation to which any of the Company or its Subsidiaries is a party, or by which any such Person or its properties or assets are bound, (iii) violate any Laws applicable to the Company or any of its Subsidiaries or any such Person’s properties or assets or (iv) result in the creation or imposition of any Encumbrance upon any property or assets used or held by the Company or any of its Subsidiaries, except where the occurrence of any of the foregoing described in clauses (ii), (iii) or (iv) above individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.4 of the Disclosure Schedule and except for (1) the filing of a premerger notification and report form under the Hxxx-Xxxxx-Xxxxxx Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and the expiration or early termination of the applicable waiting period thereunder, (2) any filings as may be required under the DGCL in connection with the Merger and (3) such consents, approvals, notifications, registrations or filings the failure of which to obtain individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect, no consent or approval by, or notification of or registration or filing with, any Governmental Entity is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation of the transactions contemplated hereby.

Conflicts; Consents. The Except as set forth on Schedule 3.3(a) and assuming that (y) requisite Bankruptcy Court approvals are obtained, (x) the notices, authorizations, approvals, Orders, permits or consents set forth on Schedule 3.3(b) are made, given or obtained (as applicable), (y) the requirements of the HSR Act and any other applicable antitrust, competition or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with and (z) any filings required by any applicable federal or state securities or “blue sky” Laws are made, the execution, delivery and performance by the Company Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby and thereby does not and will hereby, do not, with or without the giving of notice or the passage of time or both : (i) conflict with violate the certificate of formation, limited liability company agreement or result in a breach of the certificates of incorporation, by-laws or other constitutive equivalent organizational documents of the Company or any of its Subsidiaries, ; (ii) except as set forth in Section 3.4 of the Disclosure Schedule, conflict with, violate, breach 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 license, franchise, permit, agreement or other instrument or obligation to which any of the Company or its Subsidiaries is a party, or by which any such Person or its properties or assets are bound, (iii) violate any Laws Law applicable to the Company or any of its Subsidiaries or by which any such Person’s properties or assets of the Acquired Assets is bound; or (iviii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, create in any party thereto the right to terminate or cancel, or require any consent under, or result in the creation or imposition of any Encumbrance upon (other than a Permitted Encumbrance) on any property or assets used or held by asset of the Company or any of its SubsidiariesSubsidiaries under, except where any Lease or Contract listed on Schedule 3.7(a); except, in each case, for any such violations, breaches, defaults or other occurrences that are not material to the occurrence of any of the foregoing described in clauses (ii), (iii) or (iv) above individually or in the aggregate would not reasonably be expected to have Business taken as a Company Material Adverse Effectwhole. Except as set forth in Section 3.4 of the Disclosure on Schedule and except for (1) the filing of a premerger notification and report form under the Hxxx-Xxxxx-Xxxxxx Act of 19763.3(b), as amendedSeller is not required to file, and the rules and regulations promulgated thereunder (the “HSR Act”) and the expiration seek or early termination of the applicable waiting period thereunderobtain any notice, (2) any filings as may be required under the DGCL in connection with the Merger and (3) such consentsauthorization, approvalsapproval, notificationsOrder, registrations or filings the failure of which to obtain individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect, no consent or approval bypermit, or notification consent of or registration or filing with, with any Governmental Entity is required Body in connection with the execution, delivery and performance by the Company Seller of this Agreement or the consummation by Seller of the transactions contemplated hereby., except (i) requisite Bankruptcy Court approvals, (ii) any filings required to be made under the HSR Act and any Foreign Competition Laws, (iii) such filings as may be required by any applicable federal or state securities or “blue sky” Laws, (iv) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, is not material to the Business taken as a whole, or

Conflicts; Consents. The execution, Neither the execution and delivery and performance by the Company of this ------------------- Agreement and 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 and or thereby does not and nor compliance by such Seller with any of the provisions hereof or thereof will not, with or without the giving of notice or the passage of time or both (i) conflict with or result in a breach of the certificates of incorporation, by-laws or other constitutive documents of the Company or any of its Subsidiaries, (ii) except as set forth in Section 3.4 of the Disclosure Schedule, conflict with, violate, breach 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 any of the Company or its Subsidiaries such Seller is a party, or by which such Seller or any of such Person or its Seller's properties or assets are boundmay be bound or affected, (iiiii) violate any Laws law, statute, rule or regulation or order, writ, injunction or decree applicable to the Company such Seller or any of its Subsidiaries or any such Person’s Seller's properties or assets or (iviii) result in the creation or imposition of any Encumbrance Claim upon any property or assets used or held by the Company or any of its Subsidiaries, except where the occurrence of any of the foregoing described in clauses (ii), (iii) or (iv) above individually or in the aggregate would not reasonably be expected to have a Company Material Adverse EffectMARS Shares. Except as set forth in Section 3.4 of the Disclosure Schedule and except for (1) the filing of a premerger notification and report form under the Hxxx-Xxxxx-Xxxxxx Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and the expiration or early termination of the applicable waiting period thereunder, (2) any filings as may be required under the DGCL in connection with the Merger and (3) such consents, approvals, notifications, registrations or filings the failure of which to obtain individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect, no No consent or approval by, or any notification of or registration or filing with, any Governmental Entity person is required in connection with the execution, delivery and performance by the Company 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 herebyhereby 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. The execution, execution and delivery and performance by the Company Seller of this Agreement and the Related Documents to which it is or will become a party, the consummation of the transactions contemplated hereby and thereby does and compliance by Seller with any of the provisions hereof and thereof do not and will not, with or without the giving of notice or the passage of time or both (i) : conflict with or result in a breach of the certificates certificate of incorporation, by-laws bylaws or other constitutive or organizational documents of the Company or any of its Subsidiaries, (ii) except as set forth in Section 3.4 of the Disclosure Schedule, Seller; conflict with, violate, breach or result in a default (or give rise to any right of termination, cancellation cancellation, modification or acceleration) acceleration under any of the provisions of any material note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement Contract or other instrument or obligation to which any of the Company or its Subsidiaries Seller is a party, or by which any such Person or its properties or assets are boundSeller, (iii) violate any Laws applicable to the Company Collaboration or any of its Subsidiaries the Purchased Assets may be bound or affected except for required Consents in respect of certain Assumed Contracts as set forth on Schedule 3.3(b); violate any material Applicable Law with respect to Seller, the conduct of the Business, the Seller Collaboration Activities or any such Person’s properties of the Purchased Assets, subject to the potential prevention of assignment of [*] Agreements or assets or (iv[*] as a result of Applicable Law, in which event the provisions of Section 2.2(a)(xiv) shall apply; except as set forth in Exhibit 5.11 and the Escrow Agreement, result in the creation or imposition of any Encumbrance Lien (other than Permitted Liens with respect to Taxes) upon any property Purchased Asset; or assets used or held by the Company or any of its Subsidiaries, except where the occurrence of any for all of the foregoing described in clauses (iifilings and other actions set forth on Schedule 3.3(b), (iii) or (iv) above individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect. Except other than as set forth in Section 3.4 of the Disclosure on Schedule and except for (1) the 3.3(e), require any material notice to, filing of a premerger notification and report form under the Hxxx-Xxxxx-Xxxxxx Act of 1976with, as amendedauthorization of, and the rules and regulations promulgated thereunder (the “HSR Act”) and the expiration or early termination of the applicable waiting period thereunder, (2) any filings as may be required under the DGCL in connection with the Merger and (3) such consents, approvals, notifications, registrations or filings the failure of which to obtain individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect, no consent or approval exemption by, or notification of or registration or filing withConsent of, any Person, including any Governmental Entity is required in connection with Authority, including any foreign Governmental Authority, for Seller to transfer the execution, delivery Purchased Assets to Buyer and performance by the Company of this Agreement or the consummation of otherwise consummate the transactions contemplated herebyhereunder.

Conflicts; Consents. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby and thereby does do not and will not, with or without the giving of notice or the passage of time or both not (i) conflict with or result in a breach of the certificates of incorporation, by-laws or other constitutive documents Organizational Documents of the Company or any of its Subsidiaries, (ii) except as set forth in Section 3.4 of the Disclosure ScheduleSchedule 4.4, conflict with, violate, breach 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 license, franchise, permit, agreement or other instrument or obligation contract to which any of the Company or its Subsidiaries is a party, or by which any such Person or its properties or assets are bound, (iii) violate any Applicable Laws applicable to the Company or any of its Subsidiaries or any such Person’s properties or assets or (iv) result in the creation or imposition of any Encumbrance Lien (other than Permitted Liens) upon any property or assets owned, used or held by the Company or any of its Subsidiaries, except where the occurrence of any of the foregoing described in clauses (ii), (iii) or (iv) above would not, individually or in the aggregate would not aggregate, reasonably be expected to have a Company Material Adverse Effectinterfere in any material respect with the conduct of the Business as presently conducted. Except as set forth in Section 3.4 of the Disclosure Schedule 4.4 and except for (1) the filing of a premerger notification and report form under the HxxxXxxx-Xxxxx-Xxxxxx Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) and the expiration or early termination of the applicable waiting period thereunder, (2) compliance with and filings under any other Competition Laws that may be applicable due to the nature of the business conducted by Parent and (3) any filings as may be required under the DGCL in connection with the Merger (all such consents and (3) such consentsapprovals referred to in this sentence, approvals, notifications, registrations or filings the failure of which to obtain individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect“Consents and Approvals”), no consent or approval by, or notification of or registration or filing with, any Governmental Entity 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 such consents or approvals, the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the conduct of the Business as presently conducted.

Conflicts; Consents. The None of the execution, delivery and or performance by ------------------- the Company Sellers of this Agreement and the other Seller Documents, the consummation of the transactions contemplated hereby and thereby does not and or thereby, or compliance by the Sellers with any of the provisions hereof or thereof will not, with or without the giving of notice or the passage of time or both (ia) conflict with with, or result in a the breach of, any provision of the certificates certificate/articles of incorporation, by-laws or other constitutive comparable organizational documents of the Company or any of its Subsidiaries, the Acquired Companies or the declaration of trust or other governing documents of any Stockholder; (iib) except as set forth in Section 3.4 on Schedule 4.5 hereto, with notice, lapse of the Disclosure Scheduletime, or both, conflict with, violate, result in the breach or result in termination of, constitute a default (or give rise to the right to accelerate the rights or obligations of any right of termination, cancellation or acceleration) Person under any of the provisions of any note, bond, lease, mortgage, indenture, or any license, franchiseagreement, permit, agreement lease or other instrument or obligation to which any Stockholder or any of the Company or its Subsidiaries Acquired Companies is a party, party or by which any such Person of them or its any of their respective properties or assets are is bound, ; (iiic) violate any Laws applicable to the Company Law or Order of any Governmental Body by which any Stockholder or any of its Subsidiaries or any such Person’s properties or assets the Acquired Companies is bound; or (ivd) result in the creation or imposition of any Encumbrance Lien upon any property the properties or assets used or held by the Company of any Stockholder or any of its Subsidiaries, except where the occurrence of any of the foregoing described in clauses (ii), (iii) or (iv) above individually or in the aggregate would not reasonably be expected to have a Company Material Adverse EffectAcquired Companies. Except as set forth in Section 3.4 of the Disclosure on Schedule 4.5 hereto, and except for (1) any required filings under the HSR Act and the filing of a premerger notification and report form under the Hxxx-Xxxxx-Xxxxxx Act of 1976, as amended, SMSV Certificate and the rules and regulations promulgated thereunder (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 “HSR Act”) and the expiration part of any Stockholder or early termination any of the applicable waiting period thereunderAcquired Companies (pursuant to any Law, Permit, Material Contract (2as defined in Section 4.14) any filings as may be required under the DGCL or otherwise) in connection with the Merger execution and (3) such consents, approvals, notifications, registrations or filings the failure of which to obtain individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect, no consent or approval by, or notification of or registration or filing with, any Governmental Entity is required in connection with the execution, delivery and performance by the Company of this Agreement or the other Seller Documents, consummation of the transactions contemplated herebyhereby 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).