EFFECT OF THE SALE. All Consents required for the consummation of the transactions contemplated by this Agreement (in particular the Consents relating to the change of control clauses and relating to approval of new shareholders) are listed in Schedule 4.3 hereto. Except as set forth in Schedule 4.3 hereto, the sale of the Shares to the Purchaser will not: (a) conflict with or violate the by-laws or other Organizational Documents of any Company or conflict with or violate any legal or regulatory disposition, or any judgment or decision that has been notified to any Company, whether judicial or regulatory; or (b) result in the creation of any option rights, claims, privileges, liens, security interests, collateral, encumbrances, charges or restrictions of any kind whatsoever upon any material assets owned by the Companies; or (c) give any person the right to revoke a guarantee, surety, comfort letter or other similar document issued for the benefit of any Company; or (d) give any person the right to modify, cancel or revoke any material permit, authorization or license necessary for the legal exercise of the activities of the Companies' businesses or of any favorable tax regime or of subsidy or other public assistance; or (e) provide the basis for any Person pursuant to any contract to increase the cost of raw materials, supplies or energy; or (f) give any person the right to terminate a material contract or agreement to which the Companies are a party, or any other material contract or agreement which is necessary for the Companies' businesses or to modify the effects of any such contracts or agreements, including without limitation increasing any costs related thereto.

EFFECT OF THE SALE. Except as set forth in Schedule 5.27.3 hereto, the sale of the Shares to Buyer will not: (i) conflict with or violate the by-laws or other organizational documents of Brigantine or conflict with or violate any legal or regulatory disposition, or any judgment or decision that has been notified to Brigantine, whether judicial or regulatory; or (ii) result in the creation of any option rights, claims, privileges, liens, security interests, collateral, encumbrances, charges or restrictions of any kind whatsoever upon any material assets owned by Brigantine; or (iii) give any person the right to revoke a guarantee, surety, comfort letter or other similar document issued for the benefit of Brigantine; or (iv) give any person or authority the right to modify, cancel or revoke any material permit, authorization or license necessary for the legal exercise of the activities of the Brigantine Business or of any favorable tax regime or subsidy or other public assistance; or (v) the change of control in Brigantine resulting from the contemplated transaction shall not cause the loss of any favorable tax regime, subsidy or otherwise cause negative tax consequences for Brigantine or Buyer; or (vi) give any person the right to terminate any contract or agreement to which Brigantine is a party, or any other contract or agreement which is necessary for the Brigantine Business or to modify the effects of any such contracts or agreements, including without limitation increasing any costs related thereto.

EFFECT OF THE SALE. Except as set forth in Schedule 5.3 hereto, the sale of the Shares to the Purchaser and the other transactions contemplated hereby will not: (a) conflict with or violate the statuts of any Company or conflict with or violate any legal or regulatory disposition, or any judgment or decision that has been notified to any Company, whether judicial or regulatory; or (b) result in a Material Adverse Effect.

EFFECT OF THE SALE. Except as set forth in Exhibit 2.03 hereto and except for matters not having a Material Adverse Effect, the sale of the Plastimo France Shares to SFP and the sale of the Plastimo UK Shares to Plastimo France will not: (a) conflict with or violate the by-laws or other organizational documents of either Company or conflict with or violate any legal or regulatory disposition, or any judgment or decision that has been notified to either Company, whether judicial or regulatory; or (b) result in the creation of any option rights, claims, privileges, liens, security interests, collateral, encumbrances, charges or restrictions of any kind whatsoever upon any material assets owned by the Companies or the Subsidiaries; or (c) give any person the right to revoke a guarantee, surety, comfort letter or other similar document issued for the benefit of any Company or Subsidiary; or (d) give any person the right to modify, cancel or revoke any material permit, authorization or license necessary for the legal exercise of the activities of the Companies' or the Subsidiaries' businesses or of any favorable tax regime or of subsidy or other public assistance; or (e) give any person the right to require the early repayment of a loan or a line of credit or any other financing granted to any Company or Subsidiary or to modify their terms; or (f) give any person the right to terminate a material contract or agreement to which a Company or a Subsidiary is a party, or any other material contract or agreement which is necessary for the Companies' or the Subsidiary's businesses or to modify the effects of any such contracts or agreements.

EFFECT OF THE SALE. Except as set forth in SCHEDULE 2.5, the mere fact of Xomed's becoming the owner of the Company's Shares and the performance of their obligations by the Stockholders' under the Agreement shall not and cannot give rise to: (a) any right for anyone to terminate earlier any of the Material Contracts (as such term is defined hereafter in Article 2.10) or any other agreement to which the Company is party, or to modify the effects thereof, or to ask the Company to perform prematurely its obligations under the contracts and agreements to which it is party; (b) any breach or violation of any statutory or regulatory provisions, any agreements, commitments, the By-laws or any court or other decision concerning the Stockholders or the Company; (c) any right for anyone to modify, cancel or withdraw any approval, permit, license or authorization required for the Company lawfully to carry on its business, or to cancel or withdraw favorable tax treatment, regardless of whether or not this results from any approval, or any subsidy or other public aid, or to refuse the transfer thereof to the Company.

Related to EFFECT OF THE SALE

Effect of the Agreement Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. Except as expressly set forth herein, this Agreement shall not be deemed (a) to be a waiver of, or consent to, a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, (b) to prejudice any other right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time, (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with the Borrower or any other Person with respect to any waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents or (d) to be a waiver of, or consent to or a modification or amendment of, any other term or condition of any other agreement by and among the Borrower, on the one hand, and the Administrative Agent or any other Lender, on the other hand. References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, and “hereof”) and in any Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.
Effect of the Merger At the Effective Time, the effect of the Merger will be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the Surviving Corporation; and (b) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.
Effect of Waiver or Consent A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.
Effect of the Mergers (a) At the Initial Company Merger Effective Time, the Initial Company Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub I shall vest in the Initial Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Initial Surviving Corporation. (b) At the Subsequent Company Merger Effective Time, the Subsequent Company Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Initial Surviving Corporation and Merger Sub II shall vest in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Initial Surviving Corporation and Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, powers and franchises of each of Heat OpCo and Pacers OpCo shall vest in the Surviving OpCo, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCo.
Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction. (b) In case the Company shall at any time effect a Sale or Merger Transaction in which the consideration to be received by the Company or its shareholders consists in part of consideration other than cash, the holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such transaction had this Warrant been exercised immediately prior thereto.
Effect of the Plan This Award is subject to all of the provisions of the Plan and this Agreement, together with all of the rules and determinations from time to time issued by the Committee and/or the Board pursuant to the Plan, including the restrictions in the Plan on the transferability of awards. In the event of a conflict between any provision of the Plan and this Agreement, the provisions of this Agreement shall control but only to the extent such conflict is permitted under the Plan. By accepting this Award, the Participant acknowledges that he or she has received a copy of the Plan and agrees that the Participant will enter into such written representations, warranties and agreements and execute such documents as the Company may reasonably request in order to comply with applicable securities and other applicable laws, rules or regulations, or with this document or the terms of the Plan.
Effect of Sale Upon the occurrence of an Event of Default, to the extent permitted by law, Borrower covenants that it will not at any time insist upon or plead, or in any manner whatsoever claim or take any benefit or advantage of, any stay or extension law now or at any time hereafter in force, nor claim, take nor insist upon any benefit or advantage of or from any law now or hereafter in force providing for the valuation or appraisement of the Collateral or any part thereof prior to any sale or sales thereof to be made pursuant to any provision herein contained, or to the decree, judgment or order of any court of competent jurisdiction; nor, after such sale or sales, claim or exercise any right under any statute now or hereafter made or enacted by any state or otherwise to redeem the property so sold or any part thereof, and, to the full extent legally permitted, except as to rights expressly provided herein, hereby expressly waives for itself and on behalf of each and every Person, except decree or judgment creditors of Borrower, acquiring any interest in or title to the Collateral or any part thereof subsequent to the date of this Agreement, all benefit and advantage of any such law or laws, and covenants that it will not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any power herein granted and delegated to Lender, but will suffer and permit the execution of every such power as though no such power, law or laws had been made or enacted. Any sale, whether under any power of sale hereby given or by virtue of judicial proceedings, shall operate to divest all right, title, interest, claim and demand whatsoever, either at law or in equity, of Borrower in and to the Property sold, and shall be a perpetual bar, both at law and in equity, against Borrower, its successors and assigns, and against any and all Persons claiming the Property sold or any part thereof under, by or through Borrower, its successors or assigns.
Effect of Agreement Nothing herein contained shall be deemed to require to the Trust to take any action contrary to its Declaration of Trust or its By-Laws or any applicable law, regulation or order to which it is subject or by which it is bound, or to relieve or deprive the Trustees of the Trust of their responsibility for and control of the conduct of the business and affairs of the Trust.
Effect of Waiver No consent or waiver, express or implied, by Lender to or for any breach of or deviation from any covenant or condition by Borrower shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty.
Preservation of Certain Remedies Notwithstanding the preceding binding arbitration provisions, the parties hereto and the other Loan Documents preserve, without diminution, certain remedies that such Persons may employ or exercise freely, either alone, in conjunction with or during a Dispute. Each such Person shall have and hereby reserves the right to proceed in any court of proper jurisdiction or by self help to exercise or prosecute the following remedies, as applicable: (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale granted in the Loan Documents or under Applicable Law or by judicial foreclosure and sale, including a proceeding to confirm the sale, (ii) all rights of self help including peaceful occupation of property and collection of rents, set off, and peaceful possession of property, (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and in filing an involuntary bankruptcy proceeding, and (iv) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of an arbitrator to grant similar remedies that may be requested by a party in a Dispute.

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