Common use of Consents; Non-Contravention Clause in Contracts

Consents; Non-Contravention. Except for filings under the HSR Act and as set forth in Section 4.4 of the Disclosure Schedule, 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 Seller of this Agreement and the other Transaction Documents to which 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 Seller of this Agreement and the other Transaction Documents, including the Contribution Agreement, to which 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 Seller; (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 unsatisfied 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 or otherwise bound; (c) will violate any applicable Law or Order to which Seller or the Business is subject, or by which the Shares or any 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 in the case of clauses (b), (c) and (d), for any such conflict, breach, default, event, loss, violation, creation or imposition that would not have a Material Adverse Effect.

Consents; Non-Contravention. Except for filings under the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act Act”) and as set forth in Section 4.4 of on Schedule 3.4, the Disclosure Schedule, Seller 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 Seller of this Agreement and the or any other Transaction Documents to which it 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 Seller of this Agreement and the or any other Transaction Documents, including the Contribution Agreement, to which Seller 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 Seller; the Company or (b) will (i) violate any Order or any other Law to which the Company or any of its respective assets or businesses are subject or otherwise bound, or (ii) violate, conflict with, result in a breach ofthe payment of any additional fee, penalty, consent fee or other amount, or to loss of any benefit under, constitute a default (or an event creating rights which, with notice or lapse of accelerationtime, terminationor both, modification would constitute a default) under, result in the termination of or a right of termination or cancellation or a loss of rights under, accelerate the performance required by, or (iii) result in the creation of any unsatisfied written Lien upon any of the material properties or oral contractassets of, agreementthe Company under any of the terms, permitconditions or provisions of any Material Contract, indentureLease or Permit, mortgage, debenture, note or other instrument to which Seller or the Company or the Business is a party or otherwise bound; (c) will violate any applicable Law or Order to which Seller or the Business is subjectparty, or by which the Shares Company or any Business Assets of its properties or assets may be subject bound 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), for any such conflict, breach, default, event, loss, violation, creation or imposition that would not have a Material Adverse Effectaffected.

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 HSR Act and results as set forth in Section 4.4 of following sentence) to be obtained by the Disclosure Schedule, Seller is not required to give any notice to, make any filing with 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 Seller and PFI of this Agreement and the other Transaction Documents to which 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 Seller of this Agreement and the other Transaction Documents, including the Contribution Agreement, to which Seller 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 SellerSeller '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 unsatisfied written or oral contractnote, agreementbond, permitmortgage, indenture, mortgagelicense, debenture, note agreement or other instrument or obligation to which the Seller or the Company or the Business is a party or by which it or any of its properties or assets is otherwise boundbound (including any Material Contracts); (c) will violate any Law applicable Law to the Seller Business or Order to which the Seller or the Business is subject, any of their respective properties or by which the Shares or any Business Assets may be 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)or 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 that would not have a Material Adverse Effectconsent all necessary documentation.

Consents; Non-Contravention. Except for filings under the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, including rules and regulations promulgated thereunder (the “HSR Act 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 4.4 3.4 of the Disclosure Schedule, Seller 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 Seller the Company of this Agreement and the other Transaction Documents to which it 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 Seller of this Agreement and the other Transaction Documents, including the Contribution Agreement, to which Seller 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 Sellerthe 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 unsatisfied written Material Contract, Lease or oral contractPermit, agreementin each case, permit, indenture, mortgage, debenture, note or other instrument to which Seller or the Company or the Business is a party or otherwise boundin any material respect; (c) will conflict with, violate or be prohibited by any applicable material Law or material Order to which Seller or the Business is subject, or by which the Shares Company or any Business Assets may be 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), for any such conflict, breach, default, event, loss, violation, creation or imposition that would not have a Material Adverse EffectCompany Group.

Consents; Non-Contravention. Except for any reports or filings as may be required under the HSR Exchange Act in connection with this Agreement, the Merger, and the Other Transactions contemplated by this Agreement, and as set forth in Section 4.4 of the Purchaser Disclosure Schedule, Seller none of the 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 Seller Purchaser and Merger Sub of this Agreement and the other Transaction Documents to which it 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 Seller of this Agreement and the other Transaction Documents, including the Contribution Agreement, to which Seller 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 Sellerany 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 unsatisfied written Purchaser Material Contract, Purchaser Lease, or oral contract, agreement, permit, indenture, mortgage, debenture, note or other instrument to which Seller or the Company or the Business is a party or otherwise boundPermit; (c) to Purchaser’s Knowledge, will violate any applicable material Law or material Order to which Seller or the Business is subject, or by which the Shares any Purchaser Company or any Business Assets may be of the assets or businesses of the 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 except, in the case of clauses (b), (c) ), and (d)) above, for any such conflict, breach, default, event, loss, violation, creation or imposition that as would not have a Purchaser Material Adverse Effect.