Common use of Consents and Approvals; Absence of Violation or Conflicts Clause in Contracts

Consents and Approvals; Absence of Violation or Conflicts. Neither the execution and delivery of this Agreement or any of the other Transaction Documents by Seller and the Selling Subsidiary, nor the consummation by Seller and the Selling Subsidiary of the Transactions nor compliance by Seller and the Selling Subsidiary with any of the provisions hereof or thereof shall: (a) conflict with or result in any breach of any provisions of the respective certificate of incorporation, by-laws or similar organizational documents of Seller, the Selling Subsidiary or the Transferred Company or any of their respective Subsidiaries; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) those required to be obtained under the DOJ Action, (ii) as may be required with or to the Federal Communications Commission (the “FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), and the applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), (iii) any consent, approval, authorization or permit required to be obtained by Buyer or filing or notification required to be made by Buyer in order to take title to the Transferred Equity Interests or otherwise operate the Business, which consent, approval, authorization or permit is customary in transactions of the type contemplated hereby, (iv) any consent, approval, authorization or permit required to be obtained solely by reason of Buyer’s (as opposed to any third party’s) participation in the Transactions and (v) where the failure to obtain any such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a Material Adverse Effect; (c) assuming compliance with the matters referred to in clause (b) of this Section 3.06, violate any Law or Judgment applicable to Seller, the Selling Subsidiary or the Transferred Company or any of their respective Subsidiaries, except such violations that would not, individually or in the aggregate, have a Material Adverse Effect; or (d) result in (i) a violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a benefit under, any Transferred Contract or any Contract to which Seller, the Selling Subsidiary, the Transferred Company or any of their respective Subsidiaries is a party or by which any of their respective properties is bound, or (ii) the creation or imposition of any Lien (other than a Permitted Lien) upon any of the equity interests (including the Transferred Equity Interests) or assets of the Transferred Company or any of its Subsidiaries, except for any such violation, default, right, loss or Lien that would not, individually or in the aggregate, have a Material Adverse Effect.

Consents and Approvals; Absence of Violation or Conflicts. Neither the execution and delivery of this Agreement or any of the other Transaction Documents Ancillary Agreements by Seller and the Selling SubsidiaryAffiliates, nor the consummation by Seller and the Selling Subsidiary Affiliates of the Transactions transactions contemplated hereby or thereby nor compliance by Seller and the Selling Subsidiary Affiliates with any of the provisions hereof or thereof shall: (a) conflict with or result in any breach of any provisions of the respective certificate of incorporation, by-laws or similar organizational documents of Seller, the Selling Subsidiary or the Transferred Company Seller or any of their respective Subsidiariesthe Selling Affiliates; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) those required to be obtained under in connection with the DOJ ActionAnti-Trust Filings, (ii) as may be required with or to the Federal Communications Commission (the “FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), and the applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), (iii) any consent, approval, authorization or permit required to be obtained by Buyer or filing or notification required to be made by Buyer in order connection with (A) the transfer to take title Buyer or any of its Affiliates of any Product Registration, (B) the transfer to and operation by Buyer or any of its Affiliates of the Transferred Equity Interests Girardet Facility, (C) the information and consultation processes with the representative bodies of the Employees of the Business or otherwise operate (D) the assignment to Buyer or any of its Affiliates of any Contract entered into between Seller or any Selling Affiliate and any Governmental Entity, in its capacity as a customer of the Business, which consent, approval, authorization or permit is customary in transactions of the type contemplated hereby, (iv) any consent, approval, authorization or permit required to be obtained solely by reason of Buyer’s (as opposed to any third party’s) participation in the Transactions and (viii) where the failure to obtain any such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have reasonably be expected to be material to the Business, taken as a Material Adverse Effectwhole; (c) assuming compliance with the matters referred to in clause (b) of this Section 3.06above, violate any Law or Judgment applicable to Seller, the Selling Subsidiary Affiliates or the Transferred Company Assets, except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole; (d) require any consent, approval, authorization or notice, result in a breach or default or an event that, with or without notice or lapse of time or both, would constitute a breach or default, or give rise to any right of termination, cancellation or acceleration of any right of Seller or any Selling Affiliate or to a loss of their respective Subsidiariesany benefit to which Seller or any Selling Affiliate is entitled, under any of the terms, conditions or provisions of any Contract, Product Registration, Transferred Permit or other instrument binding upon Seller or any Selling Affiliate or by which any of the Transferred Assets is or may be bound, except such violations that as would not, individually or in the aggregate, have a Material Adverse Effect; or (de) result in (i) a violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a benefit under, any Transferred Contract or any Contract to which Seller, the Selling Subsidiary, the Transferred Company or any of their respective Subsidiaries is a party or by which any of their respective properties is bound, or (ii) the creation or imposition of any Lien (on any Transferred Asset, other than a Permitted Lien) upon any of the equity interests (including the Transferred Equity Interests) or assets of the Transferred Company or any of its Subsidiaries, except for any such violation, default, right, loss or Lien that would not, individually or in the aggregate, have a Material Adverse EffectLiens.

Consents and Approvals; Absence of Violation or Conflicts. Neither the execution and delivery of this Agreement or any of the other Transaction Documents by Seller and the Selling SubsidiaryAffiliates, nor the consummation by Seller and the Selling Subsidiary Affiliates of the Transactions transactions contemplated hereby or thereby nor compliance by Seller and the Selling Subsidiary Affiliates with any of the provisions hereof or thereof shall: (a) conflict with or result in any breach of any provisions of the respective certificate of incorporation, by-laws or similar organizational documents of Seller, the Selling Subsidiary or the Transferred Company Seller or any of their respective Subsidiariesthe Selling Affiliates; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental EntityEntity or third party, except (i) those required to be obtained under in connection with the DOJ ActionAnti-Trust Filings, (ii) as may be required with or to the Federal Communications Commission (the “FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), and the applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), (iii) any consent, approval, authorization or permit required to be obtained by Buyer or filing or notification required to be made by Buyer in order to take title to the Transferred Equity Interests Assets or otherwise operate the Business, which consent, approval, authorization authorization, permit, filing or permit notice is customary standard in transactions of the type contemplated hereby, (iii) any consent, approval, authorization or permit required to be obtained by Seller, or filing or notification required to be made by Seller, in each case, in connection with the transfer of the Permits and Product Registrations in the Principal Country Units, which consent, approval, authorization, permit, filing or notice is standard in transactions of the type contemplated hereby and is set forth on Schedule 3.02, (iv) any consent, approval, authorization or permit required to be obtained by Seller, or filing or notification required to be made by Seller, in each case, in connection with the transfer of the Permits and Product Registrations in the Non-Principal Country Units, which consent, approval, authorization, permit, filing or notice is standard in transactions of the type contemplated hereby (iv) any consent, approval, authorization or permit required to be obtained solely by reason of Buyer’s (as opposed to any third party’s) participation in the Transactions transactions contemplated by the Transaction Documents and (v) where the failure to obtain any such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, not have a Material Adverse EffectEffect or would not adversely affect, in any material respect, the ability of Seller or any of the Selling Affiliates to consummate the transactions contemplated hereby; (c) assuming compliance with the matters referred to in clause (b) of this Section 3.06, violate any Law or Judgment applicable to Seller, the Selling Subsidiary Seller or the Transferred Company or any of their respective SubsidiariesAssets, except such violations that would not, individually or in the aggregate, not have a Material Adverse EffectEffect or would not adversely affect, in any material respect, the ability of Seller to consummate the transactions contemplated hereby; or (d) result in (i) a violation of or material default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a benefit under, any Transferred Contract or any Contract to which Seller, the Selling Subsidiary, the Transferred Company or any of their respective Subsidiaries is a party or by which any of their respective properties is bound, or (ii) the creation or imposition of any Lien (other than a Permitted Lien) upon under any of the equity interests (including the terms, conditions or provisions of any Material Transferred Equity Interests) or assets of the Transferred Company or any of its Subsidiaries, except for any such violation, default, right, loss or Lien that would not, individually or in the aggregate, have a Material Adverse EffectContract.

Consents and Approvals; Absence of Violation or Conflicts. Neither Except as otherwise set forth on Schedule 3.07, neither the execution and delivery of this Agreement or any of the other Transaction Documents by Seller and the Asset Selling SubsidiaryAffiliates, nor the consummation by Seller and the Asset Selling Subsidiary Affiliates of the Transactions nor compliance by Seller and the Asset Selling Subsidiary Affiliates with any of the provisions hereof or thereof shall: (a) conflict with or result in any breach of any provisions of the respective certificate of incorporation, by-laws or similar organizational documents of Seller, the Selling Subsidiary or the Transferred Company or any of their respective Subsidiariesthe Asset Selling Affiliates; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) those required to be obtained under in connection with the DOJ ActionAnti-Trust Filings, (ii) as may be required with or to the Federal Communications Commission (the “FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), and the applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), (iii) any consent, approval, authorization or permit required to be obtained by Buyer or filing or notification required to be made by Buyer in order to take title to the Transferred Equity Interests Assets or otherwise operate the Business, which consent, approval, authorization or permit is customary standard in transactions of the type contemplated hereby, (iviii) any consent, approval, authorization or permit required to be obtained solely by reason of Buyer’s (as opposed to any third party’s) participation in the Transactions and (viv) where the failure to obtain any such consent, approval, authorization or permit, or to make such filing or notification, would notnot reasonably be expected, individually or in the aggregate, have a Material Adverse Effectto adversely affect, in any material respect, the ability of Seller or any of the Asset Selling Affiliates to consummate the Transactions; (c) assuming compliance with the matters referred to in clause (b) of this Section 3.06, violate any Law or Judgment applicable to Seller, any of the Asset Selling Subsidiary or Affiliates, the Transferred Company or any of their respective Subsidiariesthe Transferred Assets, except such violations that would not, individually or in the aggregate, not have a Material Adverse EffectEffect or would not adversely affect, in any material respect, the ability of Seller and the Asset Selling Affiliates to consummate the Transactions; or (d) result in (i) a violation of or default (or an event that, with or without notice or lapse of time time, or both, would become a default) under, or give rise to a right of termination, cancelation cancellation, material modification or acceleration of any material obligation under any of the terms, conditions or to loss provisions of a benefit under, any Material Transferred Contract or any Contract to which Seller, the Selling Subsidiary, the Transferred Company or any of their respective Subsidiaries is a party or by which any of their respective properties is bound, Material Commingled Contract; or (iie) result in the creation or imposition of any Lien (other than a Permitted LienLiens) upon any of the equity interests (including the Transferred Equity Interests) or assets of the Transferred Company or any of its Subsidiaries, except for any such violation, default, right, loss or Lien that would not, individually or in the aggregate, have a Material Adverse EffectAssets.

Consents and Approvals; Absence of Violation or Conflicts. Neither the execution and delivery of this Agreement or any of the other Transaction Documents by Seller and the Selling SubsidiaryAffiliates, nor the consummation by Seller and the Selling Subsidiary Affiliates of the Transactions nor compliance by Seller and the Selling Subsidiary Affiliates with any of the provisions hereof or thereof shall: (a) conflict with with, violate or result in any breach of any provisions of the respective certificate of incorporation, by-laws or similar organizational documents of Seller, the Selling Subsidiary or the Transferred Company Seller or any of their respective Subsidiariesthe Selling Affiliates; (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) those required to be obtained under in connection with the DOJ ActionAnti-Trust Filings, (ii) as may be required with or to the Federal Communications Commission (the “FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), and the applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), (iii) any consent, approval, authorization authorization, license or permit required to be obtained by Buyer or filing or notification required to be made by Buyer in order to take title to the Transferred Equity Interests Assets or otherwise operate the Business, which consent, approval, authorization or permit is customary standard in transactions of the type contemplated hereby, (iviii) any consent, approval, authorization or permit required to be obtained solely by reason of Buyer’s (as opposed to any third party’s) participation in the Transactions and (viv) where the failure to obtain any such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, have a Material Adverse Effect; (c) assuming compliance with reasonably be expected to result in material liability to the matters referred to Business or otherwise materially impair the operation of the Business and would not adversely affect, in clause (b) of this Section 3.06, violate any Law or Judgment applicable to Sellermaterial respect, the Selling Subsidiary or the Transferred Company ability of Seller or any of their respective Subsidiaries, except such violations that would not, individually or in the aggregate, have a Material Adverse Effect; or (d) result in (i) a violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a benefit under, any Transferred Contract or any Contract to which Seller, the Selling Subsidiary, Affiliates to consummate the Transferred Company or any of their respective Subsidiaries is a party or by which any of their respective properties is bound, or (ii) the creation or imposition of any Lien (other than a Permitted Lien) upon any of the equity interests (including the Transferred Equity Interests) or assets of the Transferred Company or any of its Subsidiaries, except for any such violation, default, right, loss or Lien that would not, individually or in the aggregate, have a Material Adverse Effect.Transactions;

Consents and Approvals; Absence of Violation or Conflicts. (a) Neither the execution and delivery of this Agreement or any of and the other Transaction Documents by Seller and the Selling SubsidiarySeller, nor the consummation by Seller and the Selling Subsidiary of the Transactions transactions contemplated hereby or thereby, nor compliance by Seller and the Selling Subsidiary with any of the provisions hereof or thereof shall: (ai) conflict with or result in any breach of any provisions of the respective certificate Certificate of incorporationIncorporation, byBy-laws or similar other organizational documents of Seller, the Selling Subsidiary Seller or the Transferred Company or any of their respective SubsidiariesMonterrey; (bii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, except (ia) those required to be obtained under in connection with the DOJ ActionAnti-Trust Filings, (ii) as may be required with or to the Federal Communications Commission (the “FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), and the applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), (iiib) any consent, approval, authorization or permit required to be obtained by Buyer or filing or notification required to be made by Buyer in order to take title to the Transferred Equity Interests Purchased Assets or otherwise operate the Business, which consent, approval, authorization or permit is customary standard in transactions of the type contemplated herebyhereunder, or (iv) any consent, approval, authorization or permit required to be obtained solely by reason of Buyer’s (as opposed to any third party’s) participation in the Transactions and (vc) where the failure to obtain any such consent, approval, authorization or permit, or to make such filing or notification, would not, individually or in the aggregate, not have a Material Adverse EffectEffect on the Purchased Assets or the Business taken as a whole or would not adversely affect, in any material respect, the ability of Seller to consummate the transactions contemplated hereby; (ciii) assuming compliance with the matters referred to violate in clause (b) of this Section 3.06any material respect any order, violate any Law writ, injunction, decree, statute, rule or Judgment regulation applicable to SellerSeller or Monterrey, the Selling Subsidiary or the Transferred Company or any of their respective Subsidiaries, except such violations that would not, individually or in the aggregate, have a Material Adverse EffectPurchased Assets; or (div) except for any Permitted Liens or Permitted Encumbrances, result in (i) the creation of any lien or encumbrance upon any Purchased Assets, or result in a violation of or material default (or an event that, with or without notice or lapse of time time, or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a benefit under, any Transferred Contract or any Contract to which Seller, the Selling Subsidiary, the Transferred Company or any of their respective Subsidiaries is a party or by which any of their respective properties is bound, or (ii) the creation or imposition of any Lien (other than a Permitted Lien) upon under any of the equity interests terms, conditions or provisions of any Material Contract (including as defined in Section 3.9(b) below). (b) No Person has any option, right of first refusal, right of first offer or similar right to purchase or otherwise acquire the Transferred Equity Interests) Business or assets any substantial portion of the Transferred Company Purchased Assets, and neither Seller nor any Affiliate of Seller has entered into any letter of intent, commitment or any of its Subsidiaries, except for agreement (whether oral or written) regarding any such violation, default, right, loss purchase or Lien that would not, individually or in the aggregate, have a Material Adverse Effectacquisition.

Consents and Approvals; Absence of Violation or Conflicts. Neither the execution and delivery of this Agreement or any of the other Transaction Documents by Seller and the Selling SubsidiaryAffiliates, nor the consummation by Seller and the Selling Subsidiary Affiliates of the Transactions nor compliance by Seller and the Selling Subsidiary Affiliates with any of the provisions hereof or thereof shall: (ai) conflict with or result in any breach of any provisions of the respective certificate of incorporation, by-laws or similar organizational documents of Seller, the Selling Subsidiary or the Transferred Company Companies or any of their respective Subsidiariesthe Selling Affiliates; (bii) require any material consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (ia) those required to be obtained under the DOJ Action, (ii) as may be required with or to the Federal Communications Commission (the “FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), and the applicable rules and regulations promulgated thereunder (together in connection with the Communications Act, the “Communications Laws”), Anti-Trust Filings and (iiib) any consent, approval, authorization or permit required to be obtained by Buyer or filing or notification required to be made by Buyer in order to take title to the Transferred Equity Interests Assets or otherwise operate the Business, which consent, approval, authorization or permit is customary standard in transactions of the type contemplated hereby; (iii) violate in any material respect any Law applicable to Seller, the Selling Affiliates, the Transferred Companies or the Transferred Assets; (iv) result in any consentmaterial violation or default (with or without notice or lapse of time, approvalor both) under, authorization or permit required give rise to be obtained solely by reason a right of Buyer’s (as opposed to termination, cancellation, material modification or acceleration of any third party’s) participation in material obligation under any of the Transactions and terms, conditions or provisions of any Material Transferred Contract or Material Distribution Contract or (v) result in the creation of any material Lien (other than Permitted Liens) upon any of the Transferred Assets, except, in the case of the foregoing clause (ii), where the failure to obtain any such consent, approval, authorization or permit, or to make such filing or notification, would notnot reasonably be expected, individually or in the aggregate, have a Material Adverse Effect; (c) assuming compliance with the matters referred to adversely affect, in clause (b) of this Section 3.06, violate any Law or Judgment applicable to Sellermaterial respect, the Selling Subsidiary or the Transferred Company ability of Seller or any of their respective Subsidiaries, except such violations that would not, individually or in the aggregate, have a Material Adverse Effect; or (d) result in (i) a violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a benefit under, any Transferred Contract or any Contract to which Seller, the Selling Subsidiary, Affiliates to perform their obligations under this Agreement or consummate the Transferred Company or any of their respective Subsidiaries is a party or by which any of their respective properties is bound, or (ii) the creation or imposition of any Lien (other than a Permitted Lien) upon any of the equity interests (including the Transferred Equity Interests) or assets of the Transferred Company or any of its Subsidiaries, except for any such violation, default, right, loss or Lien that would not, individually or in the aggregate, have a Material Adverse EffectTransactions.

Consents and Approvals; Absence of Violation or Conflicts. Neither the execution and delivery of this Agreement or any of the other Transaction Documents by Seller and or the Selling SubsidiaryCompany, nor the consummation by Seller and the Selling Subsidiary of the Transactions by Seller or the Company nor compliance by Seller and the Selling Subsidiary with any of the provisions hereof or thereof shall: will (a) conflict with or result in any breach of any provisions of the respective certificate certificates of incorporation, incorporation or by-laws or similar organizational documents of Seller, the Selling Subsidiary Seller or the Transferred Company or any of their respective SubsidiariesCompany; (b) require any consent, approval, authorization or permit Permit of, or filing with or notification to, any Governmental Entity, except (i) those required to be obtained under in connection with the DOJ Action, Antitrust Filings; (ii) as may be required with or to the Federal Communications Commission (the “FCC”) under the Communications Act of 1934, as amended (the “Communications Act”), and the applicable rules and regulations promulgated thereunder (together with the Communications Act, the “Communications Laws”), (iii) any consent, approval, authorization or permit Permit required to be obtained by Buyer or filing or notification required to be made by Buyer in order to take title to the Transferred Equity Interests or the Transferred Assets or otherwise operate the Transferred Assets or the Business, which consent, approval, authorization or permit Permit is customary in transactions of the type contemplated hereby, ; (iviii) any consent, approval, authorization or permit Permit required to be obtained solely by reason of Buyer’s (as opposed to any third party’s) participation in the Transactions Transactions; (iv) the ITAR Notice and NISPOM Notice requirements set forth in Section 6.03(d); (v) any consent, approval or authorization of, or notification to, a Governmental Entity required pursuant to the terms of a Government Contract, and (vvi) where the failure to obtain any such consent, approval, authorization or permitPermit, or to make such filing or notification, would not, individually not reasonably be expected to be material to the Business or reasonably be expected to have an adverse effect in any material respect on the aggregate, have a Material Adverse Effectability of Seller to consummate the Transaction; (c) assuming compliance with receipt of the matters referred to in clause (b) of this Section 3.06Antitrust Approvals, violate any Law or Judgment applicable to Seller, the Selling Subsidiary Seller or the Transferred Company or any of their respective SubsidiariesCompany, except for any such violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or (d) result in (i) a material violation of or material default (or an event that, with or without notice or lapse of time or both, would become a material default) under, or give rise to a right of termination, cancelation cancellation or acceleration of any material obligation or to loss of a material benefit under, any Transferred Material Contract, Real Property Lease, Material Government Contract or any Contract to which Seller, the Selling Subsidiary, the material Transferred Company or any of their respective Subsidiaries is a party or by which any of their respective properties is boundAsset, or (ii) result in the creation or imposition of any Lien Liens (other than a Permitted LienLiens) upon any of the equity interests (including the Transferred Equity Interests) material properties or assets of the Transferred Company or any of its Subsidiaries, except for any such violation, default, right, loss or Lien that would not, individually or in the aggregate, have a Material Adverse Effectmaterial Transferred Assets.