Common use of No Approvals or Conflicts Clause in Contracts

No Approvals or Conflicts. The execution, delivery and performance by such Selling Shareholder of this Agreement and the Ancillary Documents to which it is a party, and the consummation by such Selling Shareholder of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by such Selling Shareholder of the organizational documents of such Selling Shareholder, (ii) violate, conflict with or result in a breach of, or constitute a default by such Selling Shareholder (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon such properties of such Selling Shareholder or on the Shares held by such Selling Shareholder under any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, Contract, agreement or other instrument to which such Selling Shareholder or any of its respective properties may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to such Selling Shareholder or any of its properties or (iv) except for the SII Transfer, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by such Selling Shareholder with, any Governmental Authority, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party.

No Approvals or Conflicts. The execution, delivery and performance by such Selling Shareholder the Buyers of this Agreement and the Ancillary Documents to which it is a party, Transaction Agreements and the consummation by such Selling Shareholder the Buyers of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by such Selling Shareholder any of the Buyers of the organizational documents of such Selling Shareholderany of the Buyers, (ii) violate, conflict with or result in a breach of, or constitute a default by such Selling Shareholder any of the Buyers (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance Encumbrance, other than a Permitted Encumbrance, upon such any of the properties or assets of such Selling Shareholder or on any of the Shares held by such Selling Shareholder under Buyers under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, Contractcontract, agreement or other instrument to which such Selling Shareholder any of the Buyers or any of its respective properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to such Selling Shareholder any of the Buyers or any of its their respective properties or assets or (iv) except for applicable requirements of the SII TransferHSR Act, the EC Merger Regulation and other applicable Competition/Investment Law and filings that are or may be required by the Exchange Act, the Securities Act or any state securities or "blue sky" Laws, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by such Selling Shareholder with, any Governmental AuthorityApproval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be likely expected to have Buyer Material Adverse Effect or a material adverse effect on the ability of such Selling Shareholder the Buyers to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a partyAgreement.

No Approvals or Conflicts. The execution, delivery and performance by such Selling Shareholder the Buyer of this Agreement and the Ancillary Documents to which it is a party, and the consummation by such Selling Shareholder the Buyer of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by such Selling Shareholder the Buyer of the organizational documents certificate of such Selling Shareholderincorporation or memorandum and articles of association of the Buyer, (ii) violate, conflict with or result in a breach of, or constitute a default by such Selling Shareholder the Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon such any of the properties of such Selling Shareholder or on the Shares held by such Selling Shareholder under Buyer under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, Contractcontract, agreement or other instrument to which such Selling Shareholder the Buyer or any of its respective properties may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to such Selling Shareholder the Buyer or any of its properties or (iv) except for the SII Transfer, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by such Selling Shareholder with, any Governmental Authority, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not reasonably be expected to have a Material Adverse Effect on the Buyer, or as would not, individually or in the aggregate, reasonably be likely expected to have a material adverse effect on the ability of such Selling Shareholder the Buyer to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party.

No Approvals or Conflicts. The execution, delivery and performance by such Selling Shareholder the Buyers of this Agreement and the Ancillary Documents to which it is a party, and the consummation by such Selling Shareholder the Buyers of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by such Selling Shareholder the Buyers of any provision of the organizational documents certificates of such Selling Shareholderincorporation or by-laws of the Buyers, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by such Selling Shareholder the Buyers (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation cancellation, amendment or acceleration under, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon such any of the Buyers' properties of such Selling Shareholder or on the Shares held by such Selling Shareholder under under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, Contractcontract, agreement or other instrument to which such Selling Shareholder the Buyers or any of its respective their properties may be bound, (iii) violate or result in a breach of any Governmental Order order, injunction, judgment, ruling, law or Law regulation of any court or governmental authority applicable to such Selling Shareholder either Buyer or any of its properties their respective properties, or (iv) except for applicable requirements of the SII TransferHSR Act and as otherwise set forth in Section 2.7 of the Disclosure Schedule, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by such Selling Shareholder with, any Governmental Authoritygovernmental or regulatory authority, except, with respect to the foregoing clauses (ii), (iii) and (iviii) above, as would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of such Selling Shareholder the Buyers to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a partyhereby.

No Approvals or Conflicts. The execution, delivery and performance by such Selling Shareholder of this Agreement and the Ancillary Documents to which it is a party, and the consummation by such Selling Shareholder of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by such Selling Shareholder of the organizational documents of such Selling Shareholder, (ii) violate, conflict with or result in a breach of, or constitute a default by such Selling Shareholder (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon such properties of such Selling Shareholder or on the Shares held by such Selling Shareholder under any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, Contract, agreement or other instrument to which such Selling Shareholder or any of its respective properties may be is bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to such Selling Shareholder or any of its properties or (iv) except for as set forth in Section 4.3 of the SII TransferDisclosure Schedule, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by such Selling Shareholder with, any Governmental Authority, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party.

No Approvals or Conflicts. The execution, delivery and performance by such Selling Shareholder Buyer of this Agreement and the Ancillary Documents to which it is a party, party and the consummation by such Selling Shareholder Buyer of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by such Selling Shareholder Buyer of the organizational documents certificate of such Selling Shareholderincorporation or memorandum and articles of association of Buyer, (ii) violate, conflict with or result in a breach of, or constitute a default by such Selling Shareholder Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon such any of the properties of such Selling Shareholder or on the Shares held by such Selling Shareholder under Buyer under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, Contractcontract, agreement or other instrument to which such Selling Shareholder Buyer or any of its respective properties may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to such Selling Shareholder Buyer or any of its properties or (iv) except for the SII Transfer, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by such Selling Shareholder with, any Governmental Authority, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not reasonably be expected to have a Material Adverse Effect on Buyer, or as would not, individually or in the aggregate, reasonably be likely expected to have a material adverse effect 36 on the ability of such Selling Shareholder Buyer to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party.

No Approvals or Conflicts. The (a) Except as set forth in Section 2.7(a) of the Disclosure Schedule, the execution, delivery and performance by such Selling Shareholder the Sellers of this Agreement and the Ancillary Documents to which it is a party, and the consummation by such Selling Shareholder the Sellers of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by such Selling Shareholder the Sellers or the Company of any provision of the organizational documents Certificate of such Selling ShareholderIncorporation or Bylaws of the Company, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by such Selling Shareholder the Sellers or the Company (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon such any of the properties of such Selling Shareholder the Company or on the Sellers' interest in the Shares held by such Selling Shareholder under under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, Contractcontract, agreement or other instrument to which such Selling Shareholder any of the Sellers, the Company or any of its their respective properties may be bound, (iii) violate or result in a breach of any Governmental Order order, injunction, judgment, ruling, law or Law regulation of any court or governmental authority applicable to such Selling Shareholder any of the Sellers, the Company or any of its their respective properties or (iv) except for the SII Transfer, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by such Selling Shareholder with, any Governmental Authoritygovernmental or regulatory authority, except, with respect to excluding from the foregoing clauses (ii), ) and (iii) and (iv) above, as would notsuch violations, conflicts and breaches which, individually or in the aggregate, would not reasonably be likely expected to have a material adverse effect on the ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a partyMaterial Adverse Effect.

No Approvals or Conflicts. The executionExcept as set forth in -------------------------- Section 3.3 of the Disclosure Schedule, neither the execution and delivery and performance by such Selling Shareholder Purchaser of this Agreement and the Ancillary Documents to which it is a party, and nor the consummation by such Selling Shareholder Purchaser of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by such Selling Shareholder of any provision of the organizational documents charter or bylaws of such Selling ShareholderPurchaser, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by such Selling Shareholder (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon such any of Purchaser's properties of such Selling Shareholder or on the Shares held by such Selling Shareholder under under, any note, bond, mortgage, indentureinden- ture, deed of trust, license, franchise, permit, lease, Contractcontract, agreement or other instrument to which such Selling Shareholder Purchaser or its subsid- iaries or any of its their respective properties may be bound, (iii) violate any order, injunction, judgment, ruling, law or result in a breach regula- tion of any Governmental Order court or Law governmental authority applicable to such Selling Shareholder Pur- chaser or its subsidiaries or any of its their respective properties or (iv) except for applicable requirements of the SII TransferExchange Act and the HSR Act, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration by such Selling Shareholder with, any Governmental Authoritygovernmental or regulatory authority, exceptwhich, with respect to in the foregoing case of clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be likely to have a material adverse effect on the business, operations or financial condition of Purchaser and its subsidiaries, considered as a single enterprise or on Purchaser's ability of such Selling Shareholder to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a partycontem- plated hereby.

No Approvals or Conflicts. The executionExcept as set forth on Schedule 3.7 to the Disclosure Letter, delivery the execution by Total and the Sellers, and the performance by such Selling Shareholder Total and the Sellers of this Agreement and the Ancillary Documents to which it is a party, consummation by Total and the consummation by such Selling Shareholder Sellers of the transactions contemplated hereby and thereby do not and will not not: (i) violate, conflict with or result in a breach by such Selling Shareholder of the their by-laws or other organizational documents by any of such Selling ShareholderTotal, the Sellers and the Group Companies; (ii) violate, conflict with or result in a breach of, or constitute a default by such Selling Shareholder any of the Group Companies (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon such any of the properties of such Selling Shareholder any of the Group Companies or on the Shares held by such Selling Shareholder under under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, Contractcontract, agreement or other instrument to which such Selling Shareholder any of the Group Companies or any of its their respective properties may be bound, ; (iii) violate or result in a breach of any Governmental Order or Law applicable to such Selling Shareholder any of the Group Companies or any of its properties their respective properties; or (iv) except for the SII TransferRegulatory Approvals, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by such Selling Shareholder the Sellers with, any Governmental Authority, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be likely expected to have a Material Adverse Effect or a material adverse effect on the ability of such Selling Shareholder Total and the Sellers to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a partyAgreement.

No Approvals or Conflicts. The Except as set forth in Section 3.3 of the Disclosure Schedule, the execution, delivery and performance by such Selling Shareholder the Buyer of this Agreement and the Ancillary Documents to which it is a party, and the consummation by such Selling Shareholder the Buyer of the transactions contemplated hereby and thereby do not and to be consummated by it will not (i) violate, conflict with or result in a breach by such Selling Shareholder the Buyer of any provision of the organizational documents Certificate of such Selling ShareholderIncorporation or By-laws of the Buyer, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by such Selling Shareholder the Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon such any of the Buyer's properties of such Selling Shareholder or on the Shares held by such Selling Shareholder under under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, Contractcontract, agreement or other instrument to which such Selling Shareholder the Buyer or any of its respective properties may be bound, (iii) violate or result in a breach of any Governmental Order order, injunction, judgment, ruling, law or Law regulation of any court or governmental authority applicable to such Selling Shareholder the Buyer or any of its properties properties, or (iv) except for applicable requirements of the SII TransferHSR Act, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by such Selling Shareholder with, any Governmental Authoritygovernmental or regulatory authority, except, with respect to excluding from the foregoing clauses (ii), ) and (iii) and (iv) above, as would notsuch violations, conflicts and breaches which, individually or in the aggregate, would not reasonably be likely to have a material adverse effect on the ability of such Selling Shareholder the Buyer to consummate the transactions contemplated hereby to be consummated by this Agreement it or cause the Ancillary Documents Buyer to which it is suffer a partyloss or pay a claim in excess of $25,000.

No Approvals or Conflicts. The execution, delivery and performance by such Selling Shareholder the Buyer of this Agreement and the Ancillary Documents Agreements to which it is a party, party and the consummation by such Selling Shareholder the Buyer of the transactions contemplated hereby and thereby do not and will not (ia) violate, conflict with or result in a breach by such Selling Shareholder the Buyer of the its organizational documents (including its certificate of such Selling Shareholderincorporation, by-laws or similar documents); (iib) violate, conflict with or result in a breach of, or constitute a default by such Selling Shareholder the Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any payment or other penalty or any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon such any of the properties of such Selling Shareholder or on the Shares held by such Selling Shareholder Buyer under any note, bond, mortgage, indenture, deed of trust, license, franchise, permitPermit, lease, Contractcontract, agreement or other instrument to which such Selling Shareholder the Buyer or any of its respective properties may be bound, ; (iiic) violate or result in a breach of any Governmental Order or Law applicable to such Selling Shareholder the Buyer or any of its properties properties; or (ivd) except for applicable requirements of the SII TransferHSR Act, or any Competition/Foreign Investment Law, require any order, consent, approval or authorization of, or of notice to, to or declaration, filing, application, qualification or registration by such Selling Shareholder with, any Governmental Authority, except, with respect to the foregoing clauses (iib), (iiic) and (ivd) above, as would not, individually or in the aggregate, reasonably be likely to not have a material adverse effect on the ability of such Selling Shareholder the Buyer to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a partyAgreement.

No Approvals or Conflicts. The Except as set forth in Section 3.3 of the Disclosure Schedule, the execution, delivery and performance by such Selling Shareholder the Buyer of this Agreement and the Ancillary Documents to which it is a party, and the consummation by such Selling Shareholder the Buyer of the transactions contemplated hereby and thereby do not and to be consummated by it will not (i) violate, conflict with or result in a breach by such Selling Shareholder the Buyer of any provision of the organizational documents Certificate of such Selling ShareholderIncorporation or By-laws of the Buyer, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by such Selling Shareholder the Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon such any of the Buyer's properties of such Selling Shareholder or on the Shares held by such Selling Shareholder under under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, Contractcontract, agreement or other instrument to which such Selling Shareholder the Buyer or any of its respective properties may be bound, (iii) violate or result in a breach of any Governmental Order order, injunction, judgment, ruling, law or Law regulation of any court or governmental authority applicable to such Selling Shareholder the Buyer or any of its properties properties, or (iv) except for applicable requirements of the SII TransferHSR Act, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by such Selling Shareholder with, any Governmental Authoritygovernmental or regulatory authority, except, with respect to excluding from the foregoing clauses (ii), ) and (iii) and (iv) above, as would notsuch violations, conflicts and breaches which, individually or in the aggregate, would not reasonably be likely to have a material adverse effect on the ability of such Selling Shareholder the Buyer to consummate the transactions contemplated hereby to be consummated by this Agreement it or cause the Ancillary Documents Buyer to which it is suffer a partyloss or pay a claim in excess of $50,000.