Common use of Material Contracts; No Conflict; Required Filings and Consents Clause in Contracts

Material Contracts; No Conflict; Required Filings and Consents. (a) All agreements which, as of the date hereof are required to be filed with the SEC pursuant to the requirements of the Exchange Act as "material contracts" (collectively, the "Material Contracts") of the Company and its subsidiaries are filed as Exhibits to the Company SEC Reports (as defined in Section 3.07) filed in 1998. All of the Material Contracts are valid, binding and in full force and effect. The Company is not in material default of any of its obligations under the Material Contracts. No contracting party to any Material Contract has indicated to the Company its intention to terminate, cancel or modify such Material Contract or otherwise to reduce or change its activity thereunder so as to affect adversely the benefits derived, or currently expected to be derived, by the Company. (b) Except as set forth in Section 3.05(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-Laws or equivalent organizational documents of the Company or any of its subsidiaries, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair the Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, any Material Contract, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties is bound or affected except, in the case of clauses (ii) and (iii), for such breaches, violations or defaults that would not have a Company Material Adverse Effect. (c) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, state securities laws ("Blue Sky Laws"), the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), any non-United States competition, antitrust and investment laws and the filing of appropriate merger or other documents as required by Delaware Law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay consummation of the Merger, or otherwise prevent or delay the Company from performing its obligations under this Agreement, or would not otherwise have a Company Material Adverse Effect.

Material Contracts; No Conflict; Required Filings and Consents. (a) All agreements which, as of the date hereof hereof, are required to be filed with the SEC pursuant to the requirements of the Exchange Act as "material contracts" (collectively, the "Material Contracts") of the Company and its subsidiaries are filed as Exhibits to the Company SEC Reports (as defined in Section 3.07) filed in 1998Reports. All of the Material Contracts are valid, binding and in full force and effect. The Company is not in material default of any of its obligations under the Material Contracts. No contracting party to any Material Contract has indicated to notified (whether written or oral) the Company of its intention to terminate, cancel or modify such Material Contract or otherwise to reduce or change its activity thereunder so as to affect materially and adversely the benefits derived, or currently expected to be derived, by the Company. (b) Except as set forth in Section 3.05(b4.05(b) of the Company Disclosure Schedule, Schedule (i) the execution and delivery of this Agreement and the Stock Option Agreement by the Company do does not, and (ii) the performance of this Agreement and the Stock Option Agreement and the consummation of the Transactions by the Company will not, (iA) conflict with or violate the Certificate Articles of Incorporation or By-Laws or equivalent organizational documents of the Company or any of its subsidiaries, (iiB) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which its or any of their respective properties or assets is bound or affected or (iiiC) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair the Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, any Material Contract, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties is bound or affected except, in the case of clauses (iiB) and (iiiC), for such breaches, violations or defaults that would not have a Company Material Adverse Effect. (c) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, state securities laws ("Blue Sky Laws"), state takeover laws, the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the EC Merger Regulations, any non-United States laws regulating competition, antitrust antitrust, investment and investment laws exchange controls and the filing of appropriate merger the California Merger Agreement or other documents as required by Delaware Lawthe CGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay consummation of the Merger, or otherwise prevent or delay the Company from performing its obligations under this Agreement, or would not otherwise have a Company Material Adverse Effect.

Material Contracts; No Conflict; Required Filings and Consents. (a) All agreements which(i) Neither the Trust nor the Trust Estate is subject to, as of the date hereof are required to be filed with the SEC pursuant to the requirements of the Exchange Act as "material contracts" (collectively, the "Material Contracts") of the Company and its subsidiaries are filed as Exhibits to the Company SEC Reports (as defined in Section 3.07) filed in 1998. All of the Material Contracts are valid, binding and in full force and effect. The Company is not in material default of any of its obligations under the Material Contracts. No contracting bound by or a party to any Material Contract has indicated to agreements or instruments other than the Company its intention to terminate, cancel or modify such Material Contract or otherwise to reduce or change its activity thereunder so as to affect adversely the benefits derived, or currently expected to be derived, by the Company. (b) Except as set forth in Section 3.05(b) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-Laws or equivalent organizational documents of the Company or any of its subsidiaries, Trust Agreement; (ii) conflict with To the knowledge of the Trust, no other party is in breach or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which its or any of their respective properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default)violation of, or impair the Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party default under, or give to others any rights of termination, amendment, acceleration or cancellation of, any Material Contract, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, loan or credit agreement, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Trust or the Company or any of its subsidiaries is a party or by which either of their properties or assets is bound which breach, violation or default would have a Material Adverse Effect; and (iii) Neither the Trust nor the Company is in receipt of any claim of default under any such agreement. (b) The execution and delivery of this Agreement by the Liquidating Trustee do not, and the performance of this Agreement by the Liquidating Trustee will not, (i) conflict with or violate the Trust Agreement or, to the knowledge of the Trust, the Certificate of Incorporation or By-laws of the Company, (ii) conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to the Trust or, to the knowledge of the Trust, the Company or by which any property or asset of its subsidiaries or its or any the Trust or, to the knowledge of their respective properties the Trust, the Company is bound or affected affected, or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Trust or, to the knowledge of the Trust, the Company pursuant to, any note, bond, mortgage, indenture, loan or credit agreement , contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, in the case of with respect to clauses (ii) and (iii)) of this subsection, for any such conflicts, violations, breaches, violations defaults or defaults that other occurrences which would not prevent or materially delay consummation of the Offer or otherwise prevent or materially delay the Liquidating Trustee from performing its obligations under this Agreement and would not have a Company Material Adverse Effect. (c) The execution and delivery of this Agreement by the Company does Liquidating Trustee do not, and the performance of this Agreement by the Company Liquidating Trustee will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental United States federal, state, county or local or non-United States government, governmental, regulatory or administrative authority, domestic agency, instrumentality or foreigncommission or any court, tribunal, or judicial or arbitral body (a "Governmental Authority"), except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, state securities or "blue sky" laws ("Blue Sky Laws"), the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), any non-United States competition, antitrust ) and investment state takeover laws and the filing of appropriate merger or other documents as required by Delaware Law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the MergerOffer, or otherwise prevent or materially delay the Company Liquidating Trustee from performing its obligations under this Agreement, or and would not otherwise have a Company Material Adverse Effect.

Material Contracts; No Conflict; Required Filings and Consents. (a) All agreements which, as of the date hereof are required to be filed with the SEC pursuant The Seller has heretofore made available to the requirements Buyer all of its material agreements, contracts, instruments, indentures, mortgages, security agreements, guaranties and other documents to which the Exchange Act as "material contracts" (collectively, the "Material Contracts") of the Company and its subsidiaries are filed as Exhibits to the Company SEC Reports (as defined in Section 3.07) filed in 1998. All of the Material Contracts are valid, binding and in full force and effect. The Company is not in material default of Seller or any of its obligations under subsidiaries is a party or by which the Material Contracts. No contracting party to Seller or any Material Contract has indicated to the Company of its intention to terminate, cancel subsidiaries or modify such Material Contract its or otherwise to reduce or change its activity thereunder so as to affect adversely the benefits derived, or currently expected to be derived, by the Companyany of their respective properties is bound. (b) Except as set forth in Section 3.05(b2.05(b) of the Company Seller Disclosure Schedule, the execution and delivery of this Agreement by the Company Seller do not, and the performance of this Agreement by the Company Seller will not, (i) conflict with or violate the Certificate of Incorporation Seller Charter Documents or By-Laws or equivalent organizational documents of the Company or any of its subsidiariesSubsidiary Documents, (ii) assuming compliance with the matters referred to in Section 2.05(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company Seller or any of its subsidiaries or by which its or any of their respective properties is bound or affected bound, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default)) under, or impair the Company's Seller’s or any of its subsidiaries' ’ rights or alter the rights or obligations of any third party under, or give to others any rights of of, or cause any termination, amendment, redemption, acceleration or cancellation of, any Material Contract, or result in the creation of a lien or encumbrance Lien on (including a right to purchase) any of the properties or assets of the Company Seller or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, credit facility, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company Seller or any of its subsidiaries is a party or by which the Company Seller or any of its subsidiaries or its or any of their respective properties is bound or affected bound, except, in the case of clauses clause (ii) and or (iii), for any such conflicts, violations, breaches, violations defaults or defaults other occurrences that would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. (c) The Except as set forth in Section 2.05(c) of the Seller Disclosure Schedule, the execution and delivery of this Agreement by the Company does Seller do not, and the performance of this Agreement by the Company Seller will not, require the Seller or any of its subsidiaries to make or seek any consent, approval, authorization or permit of, or filing with or notification to, any governmental governmental, administrative or regulatory authority, agency or commission, domestic or foreignforeign (each, a “Governmental Authority”) or any other person, except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, state securities laws ("Blue Sky Laws"), the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), any non-United States competition, antitrust and investment laws and the filing of appropriate merger or other documents as required by Delaware Law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent reasonably be expected, individually or delay consummation of in the Mergeraggregate, or otherwise prevent or delay the Company from performing its obligations under this Agreement, or would not otherwise to have a Company Material Adverse Effect; or (ii) as to which any necessary consents, approvals, authorizations, permits, filings or notifications have heretofore been obtained or filed, as the case may be, by the Seller.

Material Contracts; No Conflict; Required Filings and Consents. (a) All agreements which, as Subject to such exceptions that are not reasonably likely to have a Company Material Adverse Effect or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or the consummation of the date hereof are required to be filed with the SEC pursuant to the requirements of the Exchange Act as "material contracts" (collectivelyTransactions, the "Material Contracts") of the Company and its subsidiaries are filed as Exhibits to the Company SEC Reports (as defined in Section 3.07) filed in 1998. All all of the Material Contracts are valid, binding and in full force and effect. The , and neither the Company nor any of its subsidiaries is not in material default of any of its obligations under any of the Material Contracts. No As of the date hereof, no contracting party to any Material Contract has indicated to notified (whether orally or in writing) the Company or any of its subsidiaries of its intention to terminate, cancel or modify such Material Contract or otherwise to reduce or change its activity thereunder so as to materially adversely affect adversely the benefits derived, or currently expected to be derived, by the CompanyCompany or any of its subsidiaries. (b) Except as set forth in Section 3.05(b4.05(c) of the Company Disclosure Schedulehereof, the execution and delivery of this Agreement by the Company do not, and the performance of this Agreement and the consummation of the Transactions by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-Laws or equivalent organizational documents of the Company or any of its subsidiaries, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Company or any of its subsidiaries or by which its or any of their respective assets or properties is bound or affected or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default)) under, or impair the Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, any Material Contract, or result in the creation of a lien or encumbrance on any of the assets or properties or assets of the Company or any of its subsidiaries pursuant to, to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective assets or properties is bound or affected except, in the case of clauses (ii) and (iii), for such conflicts, breaches, violations violations, defaults or defaults other occurrences that would are not reasonably likely to have a Company Material Adverse EffectEffect or otherwise prevent or materially delay the Company from performing its obligations under this Agreement or the consummation of the Transactions. (c) The execution and delivery of this Agreement by the Company does do not, and the performance of this Agreement and the consummation of the Transactions by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreignGovernmental Entity, except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, state securities laws ("Blue Sky LawsBLUE SKY LAWS"), state anti-takeover laws, the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), any non-United States the laws regulating competition, antitrust antitrust, investment or exchange controls in Germany and investment laws Mexico, and the filing of appropriate merger the Certificate of Merger or other documents as required by Delaware Law, the DGCL and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the MergerTransactions, or otherwise prevent or materially delay the Company from performing its obligations under this Agreement, or would is not otherwise reasonably likely to have a Company Material Adverse Effect.