Common use of Consent and Approvals; No Violations Clause in Contracts

Consent and Approvals; No Violations. The execution and delivery by the Company and Public Sub of this Agreement do not, and the consummation by the Company and Public Sub of the Transactions and compliance by each with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) any provision of the certificate of incorporation, bylaws or comparable organization documents of the Company or any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license or other arrangement, applicable to the Company or any of its Subsidiaries, other than the Notes, the Indenture or the Mezzanine Financing Facility or (iii) assuming all the consents, filings and registrations referred to in the next sentence (other than clause (vi) thereof) are made and obtained, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (ii) or (iii), any such violations, defaults, rights, losses or Liens, that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or prevent or result in a third party materially delaying the consummation of the Merger. No filing or registration with, or authorization, consent or approval of, any Governmental Authority is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the Transactions, except (i) in connection, or in compliance, with the provisions of the HSR Act, the Exchange Act and the Securities Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which it or any of its Subsidiaries is qualified to do business, (iii) such filings, authorizations, orders and approvals as may be required by state takeover laws (the "State Takeover Approvals") or state securities or "blue sky" laws, (iv) such filings as may be required in connection with the taxes described in Section 6.14, (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country in which the Company or any of its Subsidiaries conducts any business or owns any property or assets and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or prevent or result in a third party materially delaying the consummation of the Merger.

Consent and Approvals; No Violations. The Except as set forth in ------------------------------------ item 4.5 of the Company Letter and subject to Section 4.16, the execution and ------------ delivery by the Company and Public Sub of this Agreement do not, and the consummation by the Company and Public Sub of the Transactions transactions contemplated hereby and compliance by each the Company with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) any provision of the certificate Certificate of incorporationIncorporation, bylaws By- laws or comparable organization documents of the Company or any of its Subsidiariesthe Significant Subsidiaries of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreementagreement (other than, with respect to termination, agreements terminable at will or upon 90 days' or less notice by the terminating party), instrument, permit, concession, franchise, franchise or license or other arrangement, applicable to the Company or any of its Subsidiaries, other than the Notes, the Indenture or the Mezzanine Financing Facility Significant Subsidiaries or (iii) assuming all the consents, filings and registrations referred to in the next sentence (other than clause (vi) thereof) are made and obtained, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, other than, in the case of clause (ii) or (iii), any such violations, defaults, rights, losses or Liens, that would notthat, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or prevent or result in a third party materially delaying the consummation of the Offer and/or the Merger. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state) or foreign court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Authority Entity") is required by or with respect to the Company or any of -------------------- its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the TransactionsOffer, the Merger and the other transactions contemplated by this Agreement, except (i) in connection, or in compliance, with the provisions of the Xxxx-Xxxxx-Xxxxxx Anti trust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act and the Securities ------- Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), (ii) the filing of the Certificate ------------ of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which it the Company or any of its Subsidiaries is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Offer, the Merger or the other transactions contemplated by this Agreement, (iv) such filings, authorizations, orders and approvals as may be required by state takeover laws (the "State Takeover Approvals") or state ------------------------ securities or "blue sky" laws, (ivv) such filings as may be required in connection with the taxes described in Section 6.147.6, (vvi) in connection, or in compliance, ----------- with the provisions of the Competition Act (Canada) (the "Competition Act"), --------------- (vii) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country in which the Company or any of its Subsidiaries conducts any business or owns any property or assets and (viviii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or prevent or result in a third party materially delaying the consummation of the Offer and/or the Merger.

Consent and Approvals; No Violations. The Except as set forth in item 3.5 and in item 3.15 of the Company Letter and subject to Section 3.16, the execution and delivery by the Company and Public Sub of this Agreement do not, and the consummation by the Company and Public Sub of the Transactions transactions contemplated hereby and compliance by each the Company with the provisions hereof will not, conflict with, result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) any provision of the certificate Certificate of incorporationIncorporation, bylaws By-laws or comparable organization documents of the Company or any of its Subsidiariesthe Subsidiaries of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreementagreement (other than, with respect to termination, agreements terminable at will or upon 90 days' or less notice by the terminating party), instrument, permit, concession, franchise, franchise or license or other arrangement, applicable to the Company or any of its Subsidiaries, other than the Notes, the Indenture or the Mezzanine Financing Facility Subsidiaries or (iii) assuming all the consents, filings and registrations referred to in the next sentence (other than clause (vi) thereof) are made and obtained, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (ii) or (iii), any such violations, defaults, rights, losses or Liens, that would notthat, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (without giving effect to clause (iii) of the proviso to the definition thereof in Section 9.3) on the Company or prevent or result in a third party materially delaying the consummation of the Merger. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state) or foreign court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Authority Entity") is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the TransactionsMerger and the other transactions contemplated by this Agreement, except (i) in connection, or in compliance, with the provisions of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act and the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which it the Company or any of its Subsidiaries is qualified to do business, (iii) such filings, authorizations, orders and approvals as may be required by state takeover laws (the "State Takeover Approvals") or state securities or "blue sky" laws, (iv) such filings as may be required in connection with the taxes described in Section 6.146.6, and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country in which the Company or any of its Subsidiaries conducts any business or owns any property or assets and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (without giving effect to clause (iii) of the proviso to the definition thereof in Section 9.3) on the Company or prevent or result in a third party materially delaying the consummation of the Merger.

Consent and Approvals; No Violations. The Except as set forth in Item 3.5 of the Company Letter, the execution and delivery by the Company and Public Sub of this Agreement do not, and the consummation by the Company and Public Sub of the Transactions transactions contemplated hereby and compliance by each the Company with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation cancellation, redemption or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) any provision of the certificate Certificate of incorporationIncorporation, bylaws By-Laws or comparable organization documents of the Company or any of its Subsidiariesthe Subsidiaries of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreementagreement (other than, with respect to termination, agreements terminable at will or upon 90 days' or less notice by the terminating party), instrument, permit, concession, franchise, franchise or license or other arrangement, applicable to the Company or any of its Subsidiaries, other than the Notes, the Indenture or the Mezzanine Financing Facility Subsidiaries or (iii) assuming all the consents, filings and registrations referred to in the next sentence (other than clause (vi) thereof) are made and obtained, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, than in the case of clause (ii) or (iii), any such violations, defaults, rights, losses or Liensliens, that would notthat, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or prevent or result in a third party materially delaying the consummation of the Mergerare not material. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state) or foreign court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Authority Entity") is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the TransactionsMerger and the other transactions contemplated by this Agreement, except (i) in connection, or in compliance, with the provisions of the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act and the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which it the Company or any of its Subsidiaries is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the other transactions contemplated by this Agreement, (iv) such filings, authorizations, orders and approvals as may be required by state takeover laws (the "State Takeover Approvals") or state securities or "blue sky" laws, (ivv) such filings as may be required in connection with the taxes described in Section 6.146.5, (vvi) in connection, or in compliance, with the provisions of the Competition Act (Canada) (the "Competition Act") and (vii) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country in which the Company or any of its Subsidiaries conducts any business or owns any property or assets and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or prevent or result in a third party materially delaying the consummation of the Merger.assets. SECTION 3.6

Consent and Approvals; No Violations. The Except as set forth in item 3.5 and in item 3.15 of the Company Letter and subject to Section 3.16, the execution and delivery by the Company and Public Sub of this Agreement do not, and the consummation by the Company and Public Sub of the Transactions transactions contemplated hereby and compliance by each the Company with the provisions hereof will not, conflict with, result in any violation of, of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) any provision of the certificate Certificate of incorporationIncorporation, bylaws By-laws or comparable organization documents of the Company or any of its Subsidiariesthe Subsidiaries of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreementagreement (other than, with respect to termination, agreements terminable at will or upon 90 days' or less notice by the terminating party), instrument, permit, concession, franchise, franchise or license or other arrangement, applicable to the Company or any of its Subsidiaries, other than the Notes, the Indenture or the Mezzanine Financing Facility Subsidiaries or (iii) assuming all the consents, filings and registrations referred to in the next sentence (other than clause (vi) thereof) are made and obtained, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (ii) or (iii), any such violations, defaults, rights, losses or Liens, that would notthat, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (without giving effect to clause (iii) of the proviso to the definition thereof in Section 9.3) on the Company or prevent or result in a third party materially delaying the consummation of the Merger. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state) or foreign court, commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Authority Entity") is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the TransactionsMerger and the other transactions contemplated by this Agreement, except (i) in connection, or in compliance, with the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act and the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which it the Company or any of its Subsidiaries is qualified to do business, (iii) such filings, authorizations, orders and approvals as may be required by state takeover laws (the "State Takeover Approvals") or state securities or "blue sky" laws, (iv) such filings as may be required in connection with the taxes described in Section 6.146.6, and (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country in which the Company or any of its Subsidiaries conducts any business or owns any property or assets and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (without giving effect to clause (iii) of the proviso to the definition thereof in Section 9.3) on the Company or prevent or result in a third party materially delaying the consummation of the Merger.

Consent and Approvals; No Violations. The Except as set forth in item 3.5 of the Company Letter, the execution and delivery by the Company and Public Sub of this Agreement do does not, and the consummation by the Company and Public Sub of the Transactions transactions contemplated hereby and compliance by each the Company with the provisions hereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, (i) any provision the Certificate of the certificate of incorporationIncorporation, bylaws By-laws or comparable organization documents of the Company or any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, franchise or license or other arrangement, applicable to the Company or any of its Subsidiaries, other than the Notes, the Indenture or the Mezzanine Financing Facility Subsidiaries or (iii) assuming all the consents, filings and registrations referred to in the next sentence (other than clause (vi) thereof) are made and obtained, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (ii) or (iii), any such violations, defaults, rights, losses or Liens, that would notLiens that, individually or in the aggregate, reasonably be expected to would not have a Material Adverse Effect on the Company or prevent or result in a third party materially delaying delay the consummation of the Merger. No filing or registration with, or authorization, consent or approval of, any Governmental Authority Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the TransactionsMerger and the other transactions contemplated by this Agreement, except (i) in connection, or in compliance, with the provisions of the HSR Act, the Exchange Act and the Securities Act, (ii) the filing of the a Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents in accordance with the relevant authorities of other states in which it or any of its Subsidiaries is qualified to do businessDGCL, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger, (iv) such filings, authorizations, orders and approvals as may be required by state takeover laws (the "State Takeover Approvals") or state securities or "blue sky" laws), (ivv) such filings as may be required in connection with the taxes described in Section 6.145.11 and such filings contemplated by Section 5.19, (vvi) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the foreign laws of any foreign country in which the Company or any of its Subsidiaries conducts any business or owns any property or assets and (vivii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or prevent or result in a third party materially delaying delay the consummation of the Merger.

Consent and Approvals; No Violations. The execution Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Exchange Act of 1934, as amended (the "Exchange Act") (including the filing with the Securities and Exchange Commission (the "SEC") of a proxy statement in definitive form relating to any required Company Stockholder Approval (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's stockholders, the "Proxy Statement")), the Bank Holding Company Act of 1956, as amended (the "BHCA"), the National Bank Act, as amended (the "NBA"), the Hart-Scott- Rodino Antitrust Improvements Act of 1976, as amendxx (xxx "XSR Xxx"), the filing of the Certificate of Merger and any required related certificates under the NJBCA, and the other matters referred to in Item 3.5 of the Company Disclosure Schedule (collectively, the "Company Required Approvals"), neither the execution, delivery or performance of this Agreement by the Company and Public Sub of this Agreement do not, and nor the consummation by the Company and Public Sub of the Transactions and compliance by each transactions contemplated hereby will (i) conflict with the provisions hereof will not, or result in any breach of any provision of the Company Articles of Incorporation or Company Bylaws, (ii) require any filing with, or permit, authorization, consent or approval of, any federal, state or local government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic or foreign (a "Governmental Entity") (except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have, individually or in the aggregate, a Company Material Adverse Effect or would not reasonably be expected to prevent or materially delay the consummation of the Merger), (iii) result in a violation or breach of, or default constitute (with or without due notice or lapse of time, time or both) under, a default (or give rise to a any right of termination, amendment, cancellation or acceleration of any obligation or the loss of a benefit acceleration) under, or result in the creation of any Lien upon any of the properties material terms, conditions or assets provisions of the Company or any of its Subsidiaries under, (i) any provision of the certificate of incorporation, bylaws or comparable organization documents of the Company or any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrumentlease, permit, concession, franchise, license license, contract, agreement or other arrangement, applicable instrument or obligation to which the Company or any of its Subsidiaries, other than the Notes, the Indenture subsidiaries is a party or the Mezzanine Financing Facility by which any of them or any of their properties or assets may be bound or (iiiiv) assuming all the consentsviolate any order, filings and registrations referred to in the next sentence (other than clause (vi) thereof) are made and obtainedwrit, any judgment, orderinjunction, decree, statute, law, ordinance, rule or regulation applicable to the Company or Company, any of its Subsidiaries subsidiaries or any of their respective properties or assets, other than, except in the case of clause clauses (iiiii) or (iii), any such iv) for violations, defaults, rights, losses breaches or Liens, defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the Company or prevent or result in a third party materially delaying the consummation of the Merger. No filing or registration with, or authorization, consent or approval of, any Governmental Authority is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the Transactions, except (i) in connection, or in compliance, with the provisions of the HSR Act, the Exchange Act and the Securities Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which it or any of its Subsidiaries is qualified to do business, (iii) such filings, authorizations, orders and approvals as may be required by state takeover laws (the "State Takeover Approvals") or state securities or "blue sky" laws, (iv) such filings as may be required in connection with the taxes described in Section 6.14, (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country in which the Company or any of its Subsidiaries conducts any business or owns any property or assets and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made that would not, individually or in the aggregate, be reasonably be expected to have a Material Adverse Effect on the Company or prevent or result in a third party materially delaying delay the consummation of the Merger.

Consent and Approvals; No Violations. The Assuming (a) the ------------------------------------ filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the Securities Act and the Exchange Act are met, (c) the requirements under any applicable state securities or blue sky laws are met, (d) the filing of the Certificates of Merger and other appropriate merger documents, if any, as required by the DGCL, are made, and (e) the Plum Creek Stockholder Approval, the execution and delivery by the Company and Public Sub of this Agreement do not, by each of G-P and the Spincos and the consummation by each of G-P and the Company and Public Sub Spincos of the Transactions transactions contemplated hereby do not and compliance by each with the provisions hereof will not: (i) violate or conflict with any provision of G-P's or the Spincos' Certificate of Incorporation or G-P's or the Spincos' By-Laws or the comparable governing documents of any of their Subsidiaries; (ii) violate or conflict with any statute, result law, ordinance, rule or regulation (together, "Laws") or any order, judgment, decree, writ, permit or license (together, "Orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or any domestic or foreign state, county, city or other political subdivision (a "Governmental Authority") applicable to G-P, the Spincos or any of their Subsidiaries or by which any of their respective properties or assets may be bound; (iii) except as set forth in Section 4.04(e)(iii) of the G-P Disclosure Letter, require any violation filing with, or permit, consent or approval of, or default the giving of any notice to, any Governmental Authority; or (iv) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time, time or both) under, a default (or give rise to a any right of termination, cancellation cancellation, payment or acceleration of any obligation or the loss of a benefit acceleration) under, or result in the creation of any Lien upon any of the properties or assets of the Company Timber Group, the Spincos or any of its their Subsidiaries under, (i) or give rise to any provision obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the certificate terms, conditions or provisions of incorporation, bylaws or comparable organization documents of the Company or any of its Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreementlicense, instrumentfranchise, permit, concessionagreement, franchisecontract, license lease, franchise agreement or other arrangementinstrument or obligation of any kind ("Contracts") to which G-P, applicable to any of the Company Spincos or any of their Subsidiaries, in each case on behalf of the Timber Group, is a party, or by which any such Person or any of its Subsidiariesproperties or assets are bound, other than excluding from the Notesforegoing clauses (ii), the Indenture or the Mezzanine Financing Facility or (iii) assuming all the consentsand (iv) conflicts, filings and registrations referred to in the next sentence (other than clause (vi) thereof) are made and obtainedviolations, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clause (ii) or (iii), any such violationsbreaches, defaults, rightsrights of payment and reimbursement, losses or Liensterminations, that modifications, accelerations and creations and impositions of Liens which would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Material Timber Xxxxx Xxxxxxxx Adverse Effect on the Company or prevent or result in a third party materially delaying the consummation of the Merger. No filing or registration with, or authorization, consent or approval of, any Governmental Authority is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the Transactions, except (i) in connection, or in compliance, with the provisions of the HSR Act, the Exchange Act and the Securities Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which it or any of its Subsidiaries is qualified to do business, (iii) such filings, authorizations, orders and approvals as may be required by state takeover laws (the "State Takeover Approvals") or state securities or "blue sky" laws, (iv) such filings as may be required in connection with the taxes described in Section 6.14, (v) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country in which the Company or any of its Subsidiaries conducts any business or owns any property or assets and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or prevent or result in a third party materially delaying the consummation of the MergerEffect.