Common use of Consents; Approvals Clause in Contracts

Consents; Approvals. Except as set forth in Schedule 4.3 of the Seller Disclosure Schedule, the execution and delivery of this Agreement by the Seller Parties and the consummation of the transactions contemplated hereby do not and will not: (a) violate or conflict with the provisions of the Organizational Documents of any Seller Party; (b) violate any Legal Requirement or Decree to which any Seller Party is subject or by which any of its material properties or assets are bound; (c) require any permit, consent or approval of, or the giving of any notice to, or filing with any Government Authority; or (d) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the Acquired Assets under any of the terms, conditions or provisions of any Contract or any other instrument or obligation to which any Seller Party is a party, or by which it or any of their respective properties or assets may be bound; excluding from the foregoing clauses (b), (c) and (d) permits, consents, approvals, notices and filings the absence of which, and violations, breaches, defaults and Liens the existence of which, have not had, and would not reasonably be expected, individually or in the aggregate, to have, a Seller Parties Material Adverse Effect.

Consents; Approvals. Except as set forth in Schedule 4.3 of the Seller Disclosure Schedule4.3, the execution and delivery of this Agreement by the Seller Parties and the consummation of the transactions contemplated hereby and thereby do not and will not: (a) violate or conflict with the provisions of the Organizational Documents of Parent or any Seller PartySeller; (b) violate any Legal Requirement or Decree Order to which Parent or any Seller Party is subject or by which any of its material their properties or assets are bound; (c) require any permit, consent or approval of, or the giving of any notice to, or filing with any Government AuthorityAuthority or other Person; or (d) result in the acceleration or modification of any obligations under, constitute a violation or breach of, conflict with, constitute or (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any Lien (other than a Permitted Lien) Encumbrance upon any of the Acquired Purchased Assets under any of the terms, conditions or provisions of, any Indebtedness or Contract of any Contract Parent or any other instrument or obligation to which any Seller Party is a party, or by which it or any of their respective properties or assets may be boundSeller; excluding from the foregoing clauses (b), (c) and (d) ), permits, consents, approvals, notices and filings filings, the absence of which, and violations, breaches, defaults and Liens Encumbrances the existence of which, have not had, and would not reasonably be expected, individually or in the aggregate, would not or would not reasonably be expected to have, a Seller Parties Material Adverse Effectmaterially adversely impact the operation of the Business or ownership of the Purchased Assets.

Consents; Approvals. Except as set forth in Schedule 4.3 of the Seller Disclosure Schedule4.3, the execution and delivery of this Agreement by the Seller Parties and the consummation of the transactions contemplated hereby do not and will not: (a) violate or conflict with the provisions of the Organizational Documents of any Seller Partyeither Seller; (b) violate any Legal Requirement or Decree Order to which any either Seller Party is subject or by which any of its material properties or assets are bound; (c) require any permit, consent or approval of, or the giving of any notice to, or filing with any Government Authority; or (d) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any Lien Encumbrance (other than a Permitted LienEncumbrance) upon any of the Acquired Assets properties or assets of either Seller under any of the terms, conditions or provisions of any Contract or any other instrument or obligation to which any either Seller Party is a party, or by which it or any of their respective properties or assets may be bound; excluding from the foregoing clauses (b), (c) and (d) permits, consents, approvals, notices and filings the absence of which, and violations, breaches, defaults and Liens Encumbrances the existence of which, have not had, and would not reasonably be expected, individually or in the aggregate, to have, have a Seller Parties Material Adverse Effect.

Consents; Approvals. Except as set forth in Schedule 4.3 and except for the applicable requirements of the Seller Disclosure ScheduleHSR Act, the execution and delivery of this Agreement by the each Seller Parties and MFFB and the consummation of the transactions contemplated hereby do not and will not: (a) violate or conflict with the provisions of the Organizational Documents of any either Seller Partyor MFFB; (b) violate any Legal Requirement or Decree Order to which any either Seller Party or MFFB is subject or by which any of its material properties or assets are bound; (c) require any permit, consent or approval of, or the giving of any notice to, or filing with any Government Authority; or (d) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any Lien Encumbrance (other than a Permitted LienEncumbrance) upon any of the Acquired Assets properties or assets of either Seller or MFFB under any of the terms, conditions or provisions of any Contract or any other instrument or obligation to which any either Seller Party or MFFB is a party, or by which it or any of their respective properties or assets may be bound; excluding from the foregoing clauses (b), (c) and (d) permits, consents, approvals, notices and filings the absence of which, and violations, breaches, defaults and Liens Encumbrances the existence of which, have not had, and would not reasonably be expected, individually or in the aggregate, to have, have a Seller Parties Material Adverse Effect.

Consents; Approvals. Except as set forth in Schedule 4.3 of the Seller Disclosure Schedule4.3, the execution and delivery of this Agreement by the Seller Parties and the consummation of the transactions contemplated hereby do not and will not: (a) violate or conflict with the provisions of the Organizational Documents of any Seller Partythe Seller; (b) violate any Legal Requirement or Decree to which any the Seller Party is subject or by which any of its their material properties or assets are bound; (c) require any permit, consent or approval of, or the giving of any notice to, or filing with any Government Authority; or (d) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the Acquired Assets under any of the terms, conditions or provisions of any Contract or any other instrument or obligation to which any the Seller Party is a party, or by which it or any of their its respective properties or assets may be bound; excluding from the foregoing clauses (b), (c) and (d) permits, consents, approvals, notices and filings the absence of which, and violations, breaches, defaults and Liens the existence of which, have not had, and would not reasonably be expected, individually or in the aggregate, to have, a Seller Parties Material Adverse Effect.

Consents; Approvals. Except as set forth in Schedule 4.3 of the Seller Disclosure Schedule4.3, the execution and delivery of this Agreement by and the Seller Parties Escrow Agreement and the consummation of the transactions contemplated hereby and thereby do not and will not: (a) violate or conflict with the provisions of the Organizational Documents of any Seller Partythe Seller; (b) provided the Domestic UFOC is amended after the public announcement of this Agreement in each state in which the Domestic UFOC is currently registered, violate any Legal Requirement or Decree Order to which any the Seller Party is subject or by which any of its material properties or assets are bound; (c) except for prompt amendment of the Domestic UFOC in each state in which the Domestic UFOC is currently registered and the revision of the disclosure document for the Korea Master Franchise and of each other disclosure document for an international transaction that has not closed prior to the date of this Agreement, require any permit, consent or approval of, or the giving of any notice to, or filing with any Government Authority; or (d) result in the acceleration or modification of any obligations under, a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any Lien (other than a Permitted Lien) Encumbrance upon any of the Acquired Purchased Assets under any of the terms, conditions or provisions of, any Indebtedness or Contract of any Contract or any other instrument or obligation to which any Seller Party is a party, or by which it or any of their respective properties or assets may be boundthe Seller; excluding from the foregoing clauses (b), (c) and (d) permits, consents, approvals, notices and filings the absence of which, and violations, breaches, defaults and Liens Encumbrances the existence of which, have not had, and would not reasonably be expected, individually or in the aggregate, have not had and would not reasonably be expected to have, have a Seller Parties Material Adverse Effect.

Consents; Approvals. Except for the filing of a registration statement in accordance with Article 6 hereof, filings under Regulation D and applicable blue sky filings which Issuer warrants will be properly filed prior to applicable deadlines under federal and state securities laws, no consents, filings, authorizations or other actions of any Governmental Authority are required to be obtained or made by the Issuer for the Issuer’s execution, delivery and performance of this Agreement which have not already been obtained or made. Except as set forth in on Schedule 4.3 3.5, no consent, approval, waiver or other action by any Person under any Contract to which the Issuer is a party or by which the Issuer or any of its properties or assets are bound is required or necessary for the Seller Disclosure Scheduleexecution, delivery or performance by the execution and delivery Issuer of this Agreement by the Seller Parties and the consummation of the transactions contemplated hereby, except where the failure to obtain such consents would not have an Issuer Material Adverse Effect. Except as set forth on Schedule 3.5, the execution, delivery and performance by the Issuer of this Agreement and all other agreements contemplated hereby to which the Issuer is a party and the offering, sale and issuance of the Shares, do not and will shall not: (ai) violate or conflict with the provisions of the Organizational Documents of any Seller Party; (b) violate any Legal Requirement or Decree to which any Seller Party is subject or by which any of its material properties or assets are bound; (c) require any permit, consent or approval of, or the giving of any notice to, or filing with any Government Authority; or (d) result in a violation breach of the terms, conditions or breach provision of, conflict with, , (ii) constitute default under, (with or without due notice or lapse of time or bothiii) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any Lien (other than a Permitted Lien) lien, security interest, charge or encumbrance upon any of the Acquired Assets under any of the terms, conditions or provisions of any Contract or any other instrument or obligation to which any Seller Party is a party, or by which it or any of their respective properties Issuer’s capital stock or assets may be bound; excluding from pursuant to, (iv) give any third party the foregoing clauses (b)right to modify, terminate or accelerate any obligation under, (cv) and (d) permitsresult in a violation of, consents, approvals, notices and filings the absence of which, and violations, breaches, defaults and Liens the existence of which, have not had, and would not reasonably be expected, individually or in the aggregate, to have, a Seller Parties Material Adverse Effect.or

Consents; Approvals. Except as set forth in Schedule 4.3 of the Seller Disclosure Schedule4.3, the execution and delivery of this Agreement by the Seller Parties and the consummation of the transactions contemplated hereby do not and will not: (a) violate or conflict with the provisions of the Organizational Documents of any Seller Partythe Seller; (b) violate any Legal Requirement or Decree to which any the Seller Party is subject or by which any of its material properties or assets are bound; (c) require any permit, consent or approval of, or the giving of any notice to, or filing with any Government Authority; or (d) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the Acquired Assets properties or assets of the Seller under any of the terms, conditions or provisions of any Contract or any other instrument or obligation to which any the Seller Party is a party, or by which it or any of their respective properties or assets may be bound; excluding from the foregoing clauses (b), (c) and (d) permits, consents, approvals, notices and filings the absence of which, and violations, breaches, defaults and Liens the existence of which, have not had, and would not reasonably be expected, individually or in the aggregate, to have, a Seller Parties Material Adverse Effect.

Consents; Approvals. Except as set forth in Schedule 4.3 of the Seller Disclosure Schedule4.3, the execution and delivery of this Agreement by the Seller Parties Sellers and the consummation of the transactions contemplated hereby do not and will not: (a) violate or conflict with the provisions of the Organizational Documents of any Seller PartySeller; (b) violate any Legal Requirement or Decree to which any Seller Party is subject or by which any of its material properties or assets are bound; (c) require any permit, consent or approval of, or the giving of any notice to, or filing with any Government Authority; or (d) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the Acquired Assets under any of the terms, conditions or provisions of any Contract or any other instrument or obligation to which any Seller Party is a party, or by which it or any of their respective properties or assets may be bound; excluding from the foregoing clauses (b), (c) and (d) permits, consents, approvals, notices and filings the absence of which, and violations, breaches, defaults and Liens the existence of which, have not had, and would not reasonably be expected, individually or in the aggregate, to have, a Seller Parties Material Adverse Effect.