Common use of Consents; Non-Contravention Clause in Contracts

Consents; Non-Contravention. Except for filings under the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and as set forth in Section 3.4 of the Disclosure Schedule, the Company is not required to give any notice to, make any filing with or obtain any authorization, consent, Order or approval of any Person in connection with the execution and delivery by the Company of this Agreement and the other Transaction Documents to which the Company is, or at the Closing will be, a party or the consummation of the transactions contemplated herein and therein, except for any such notice, filing, authorization, consent, Order or approval the failure of which to make or obtain would not have a Material Adverse Effect. Neither the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, including the Contribution Agreement, to which the Company is, or at the Closing will be, a party, nor the consummation of the transactions contemplated herein and therein: (a) will violate any provision of the Governing Documents of the Company; (b) will conflict with, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under, any Material Contract, permit, indenture, mortgage, debenture, note or other instrument to which the Company or the Business is a party, subject or otherwise bound; (c) violate any applicable Law or Order to which the Company or any of the assets or businesses of the Company is subject or otherwise bound; or (d) will result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the Shares or any Business Assets, except, in the case of clauses (b), (c) and (d) above, for any such conflict, breach, default, event, loss, violation, creation or imposition as would not have a Material Adverse Effect.

Consents; Non-Contravention. Except for filings under the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976 (the “HSR Act”) and as set forth in Section 3.4 4.4 of the Disclosure Schedule, the Company Seller is not required to give any notice to, make any filing with or obtain any authorization, consent, Order or approval of any Person in connection with the execution and delivery by the Company Seller of this Agreement and the other Transaction Documents to which the Company it is, or at the Closing will be, a party or the consummation of the transactions contemplated herein and therein, except for any such notice, filing, authorization, consent, Order or approval the failure of which to make or obtain would not have a Material Adverse Effect. Neither the execution, delivery and performance by the Company Seller of this Agreement and the other Transaction Documents, including the Contribution Agreement, to which the Company Seller is, or at the Closing will be, a party, nor the consummation of the transactions contemplated herein and therein: (a) will violate any provision of the Governing Documents of the CompanySeller; (b) will conflict with, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under, any Material Contractunsatisfied written or oral contract, agreement, permit, indenture, mortgage, debenture, note or other instrument to which Seller or the Company or the Business is a party, subject party or otherwise bound; (c) will violate any applicable Law or Order to which Seller or the Company Business is subject, or by which the Shares or any of the assets or businesses of the Company is Business Assets may be subject or otherwise bound; or (d) will result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the Shares or any Business Assets, except, except in the case of clauses (b), (c) and (d) above), for any such conflict, breach, default, event, loss, violation, creation or imposition as that would not have a Material Adverse Effect.

Consents; Non-Contravention. Except for any reports or filings as may be required under the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Exchange Act of 1976 (in connection with this Agreement, the “HSR Act”) Merger, and the Other Transactions contemplated by this Agreement, and as set forth in Section 3.4 4.4 of the Purchaser Disclosure Schedule, none of the Company Purchaser Companies is not required to give any notice to, make any filing with or obtain any authorization, consent, Order or approval of any Person in connection with the its execution and delivery by the Company Purchaser and Merger Sub of this Agreement and the other Transaction Documents to which the Company is, or at the Closing will be, a party or the consummation of the transactions contemplated herein and thereinTransactions or the Other Transactions, except for any such notice, filing, authorization, consent, Order or approval the failure of which to make or obtain as would not have a Purchaser Material Adverse Effect. Neither the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, including the Contribution Agreement, to which the Company is, or at the Closing will be, a party, nor the consummation by it of the transactions contemplated herein and thereinTransactions or the Other Transactions: (a) will violate any provision of the Governing Documents of the any Purchaser Company; (b) to Purchaser’s Knowledge, will conflict with, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under, any Purchaser Material Contract, permitPurchaser Lease, indenture, mortgage, debenture, note or other instrument to which the Company or the Business is a party, subject or otherwise boundPermit; (c) to Purchaser’s Knowledge, will violate any applicable material Law or material Order to which the any Purchaser Company or any of the assets or businesses of the Company Purchaser Companies is subject or otherwise bound; or (d) will result in the creation or imposition of any Purchaser Lien (other than a Permitted Purchaser Lien) upon any of the Shares assets or any Business Assetsbusinesses of the Purchaser Companies, except, in the case of clauses (b), (c) ), and (d) above, for any such conflict, breach, default, event, loss, violation, creation or imposition as would not have a Purchaser Material Adverse Effect.

Consents; Non-Contravention. Except for filings under the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and as set forth in Section 3.4 of the Disclosure Scheduleon Schedule 3.4, the Company is not required to give any notice to, consult with, make any filing with or obtain any waiver, authorization, consent, Permit, Order or approval of any Person (including any Governmental Authority) in connection with the execution and delivery by the Company of this Agreement and the or any other Transaction Documents to which the Company is, or at the Closing will be, a party Document or the consummation of the transactions contemplated herein Transactions (other than (i) notices to be delivered pursuant to Contracts entered into in the Ordinary Course of Business and therein(ii) notices or consents to be delivered or obtained pursuant Contracts with suppliers of the Company that are not Material Suppliers). Except as set forth on Schedule 3.4, except for any such notice, filing, authorization, consent, Order or approval the failure of which to make or obtain would not have a Material Adverse Effect. Neither neither the execution, delivery and performance by the Company of this Agreement and the or any other Transaction Documents, including the Contribution Agreement, to which the Company is, or at the Closing will be, a partyDocument, nor the consummation of the transactions contemplated herein and thereinTransactions, will: (a) will conflict with, violate or result in a breach of any provision of the Governing Documents of the Company; Company or (b) will conflict with, result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under, any Material Contract, permit, indenture, mortgage, debenture, note or other instrument to which the Company or the Business is a party, subject or otherwise bound; (ci) violate any applicable Order or any other Law or Order to which the Company or any of the its respective assets or businesses of the Company is are subject or otherwise bound; , or (dii) will violate, conflict with, result in the payment of any additional fee, penalty, consent fee or other amount, or to loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or (iii) result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the Shares material properties or assets of, the Company under any of the terms, conditions or provisions of any Material Contract, Lease or Permit, to which the Company is a party, or by which the Company or any Business Assets, except, in the case of clauses (b), (c) and (d) above, for any such conflict, breach, default, event, loss, violation, creation its properties or imposition as would not have a Material Adverse Effectassets may be bound or affected.

Consents; Non-Contravention. Except for filings under the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended, including rules and regulations promulgated thereunder (the “HSR Act”) and any other applicable Antitrust Laws, the Company Stockholder Consent becoming effective upon the execution of this Agreement, the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and as set forth in Section 3.4 of the Disclosure Schedule, the Company is not required to give any notice to, make any filing with or obtain any authorization, consent, Order or approval of any Person in connection with the execution and delivery by the Company of this Agreement and the other Transaction Documents to which the Company is, or at the Closing will be, a party or the consummation of the transactions contemplated herein and thereinTransactions or the Other Transactions, except for any such notice, filing, authorization, consent, Order or approval the failure of which to make or obtain as would not have be material to a Material Adverse Effectmember of the Company Group. Neither the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, including the Contribution Agreement, to which the Company is, or at the Closing will be, a party, nor the consummation of the transactions contemplated herein and thereinTransactions or the Other Transactions: (a) will violate any provision conflict with, violate, result in a breach of the terms, conditions or provisions of or be prohibited by the Governing Documents of the Company; (b) will conflict with, violate, result in a breach of the terms, conditions or provisions of, create material obligations under or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights under, any Material Contract, permitLease or Permit, indenturein each case, mortgage, debenture, note or other instrument to which the Company or the Business is a party, subject or otherwise boundin any material respect; (c) will conflict with, violate or be prohibited by any applicable material Law or material Order to which the Company or any of the assets or businesses of the Company is subject or otherwise bound; or (d) will result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the Shares assets or businesses or shares of capital stock of any Business Assets, except, in member of the case of clauses (b), (c) and (d) above, for any such conflict, breach, default, event, loss, violation, creation or imposition as would not have a Material Adverse EffectCompany Group.

Consents; Non-Contravention. Except for filings under No approval, consent, waiver, exemption, order, authorization or other action by, or notice to or filing with, any Governmental Authority or any Person, and no lapse of a waiting period, is required (so as not to cause any of the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and results as set forth in Section 3.4 of following sentence) to be obtained by the Disclosure Schedule, the Company is not required to give any notice to, make any filing with Seller or obtain any authorization, consent, Order or approval of any Person PFI in connection with (or in order to permit) the execution, delivery or performance by either of them of this Agreement or any of the Ancillary Agreements or the consummation of the Contemplated Transactions (collectively, "Consents"), except as set forth inSchedule 3.3. Assuming all of the Consents have been obtained, neither the execution and delivery by the Company Seller and PFI of this Agreement and the other Transaction Documents to which the Company is, or at the Closing will be, a party or the consummation of the transactions contemplated herein and therein, except for any such notice, filing, authorization, consent, Order or approval the failure of which to make or obtain would not have a Material Adverse Effect. Neither the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, including the Contribution Agreement, to which the Company is, or at the Closing will be, a party, nor the consummation of the transactions contemplated herein and therein: Contemplated Transactions, nor the performance by Seller or PFI of their respective obligations hereunder, shall (or, with the giving of notice or the lapse of time or both, would): (a) will conflict with or violate any provision of the Governing Documents of the CompanySeller 's Organizational Documents; (b) will conflict with(i) give rise to a conflict, breach or default (or event which with the giving of notice or lapse of time, or both, would become a default) or any right of termination, cancellation or acceleration of remedies or rights, (ii) give to any other Person any right to purchase or sell assets or securities or to exercise any remedy or modify any obligation or term, or (iii) otherwise result in a breach of, or constitute a default or an event creating rights of acceleration, termination, modification or cancellation or a loss of rights underbenefits to the Seller Business or the Seller, under the provisions of any Material Contractnote, permitbond, mortgage, indenture, mortgagelicense, debenture, note agreement or other instrument or obligation to which the Company or the Business Seller is a party, subject party or by which it or any of its properties or assets is otherwise boundbound (including any Material Contracts); (c) violate any Law applicable Law to the Seller Business or Order to which the Company Seller or any of the assets their respective properties or businesses of the Company is subject or otherwise boundassets; or (d) will result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the Shares properties or any Business Assets, except, assets of the Seller or used in the case Seller Business; or (e) contravene, conflict with, or result in a violation of clauses (b)any of the terms or requirements of, (c) and (d) aboveor give rise to any right to revoke, for suspend, terminate or modify any Permit. With respect to receiving the consents identified on Schedule 3.3, the Seller has delivered or following execution by the Buyer will deliver to the party from whom it is requesting such conflict, breach, default, event, loss, violation, creation or imposition as would not have a Material Adverse Effectconsent all necessary documentation.