Common use of No Approvals or Conflicts Clause in Contracts

No Approvals or Conflicts. The execution, delivery and performance by the Buyer and ICL of this Agreement and the consummation by the Buyer and ICL of the transactions contemplated hereby to be consummated by each of them will not (i) violate, conflict with or result in a breach by the Buyer or ICL of any provision of the certificate of incorporation, bylaws or equivalent formation or governance document of the Buyer or ICL, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Buyer or ICL (or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation, modification or acceleration of or under, or result in the creation of any Encumbrance upon any of the Buyer’s or ICL’s properties or give to others any interests or rights therein under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, Permit, lease, contract, agreement or other instrument or understanding to which the Buyer or ICL or any of their respective properties may be bound or subject, (iii) violate, conflict with, or result in a breach of any Law of any Governmental Authority applicable to the Buyer, ICL or any of their respective properties or (iv) except for applicable requirements of the HSR Act or any other Competition/Investment Law, and except for reports to be filed under the Exchange Act or foreign securities Laws, require any material order, Consent, clearance, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authority, or other Person, except in each case with respect to subclauses (ii), (iii) and (iv), where such violation, conflict, breach, default, right, Encumbrance or requirement does not have, or is not reasonably expected to have, individually or in the aggregate, a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Transaction Documents without material delay.

No Approvals or Conflicts. The execution, Neither the execution and delivery and performance by the Buyer and ICL Brim and/or Newsub of this Agreement and nor the consummation by the Buyer and ICL Brim and/or Newsub of the transactions contemplated hereby to be consummated by each of them will not (i) violate, conflict with or result in a breach by the Buyer or ICL of any provision of the certificate of incorporationincorporation or by-laws of Brim or any of its subsidiaries, bylaws or equivalent formation or governance document of the Buyer or ICLincluding Newsub, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Buyer or ICL (or create an event which, with notice or lapse of time or both, would constitute such a default) under, or give rise to any result in the termination or in a right of terminationtermination or cancellation of, cancellation, modification or acceleration of or underaccelerate the performance required by, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon any of Brim's or its subsidiaries' properties, or result in any of the Buyer’s terms, conditions or ICL’s properties or give to others any interests or rights therein underprovisions of, any material note, bond, mortgage, indenture, deed of trust, license, franchise, Permitpermit, lease, contract, agreement or other instrument or understanding to commitment or obligation which the Buyer binds or ICL affects Brim or its subsidiaries, including Newsub, or any of their respective properties may be bound being declared void, voidable or subjectwithout further binding effect, (iii) violateviolate any order, conflict withwrit, injunction, decree, judgment, ruling, law, rule or result in a breach regulation of any Law of any Governmental Authority court or governmental authority, domestic or foreign, applicable to the BuyerBrim or its subsidiaries, ICL including Newsub, or any of their respective properties properties, or (iv) except for applicable requirements of the HSR Act or any other Competition/Investment Law, and except for reports to be filed under the Exchange Act or foreign securities Laws, require any material order, Consent, clearanceconsent, approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration with, any Governmental Authoritygovernmental or regulatory authority in connection with the execution, or other Persondelivery and performance of this Agreement by Brim and/or Newsub, except which, in each the case with respect to subclauses of clauses (ii), (iii) and (iv)) above, where such violation, conflict, breach, default, right, Encumbrance or requirement does not have, or is not reasonably expected to have, individually or in the aggregate, would have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Transaction Documents without material delayBrim Material Adverse Effect.

No Approvals or Conflicts. The executionExcept as set forth in ------------------------- Section 2.6 of the Disclosure Schedule, neither the execution and delivery and performance by the Buyer and ICL Seller of this Agreement and nor the consummation by the Buyer and ICL Seller of the transactions contemplated hereby to be consummated by each of them will not (i) violate, conflict with or result in a breach by the Buyer or ICL of violate any provision of the certificate charter or bylaws of incorporationSeller, bylaws the Company or equivalent formation or governance document of the Buyer or ICLSubsidiary, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Buyer or ICL (or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation, modification or acceleration of or under, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon any of the Buyer’s properties of the Company or ICL’s properties the Subsidiary or give to others on Seller's interest in the Shares under any interests or rights therein under, any material note, bond, mortgage, indenture, indenture or deed of trust, license(iii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under any franchise, Permitpermit, lease, license, contract, agreement or other instrument or understanding to which Seller, the Buyer or ICL Company, the Subsidiary or any of their respective properties may be bound or subjectbound, (iiiiv) violateviolate any order, conflict withinjunction, judgment or result in a breach ruling applicable to Seller, the Company or the Subsidiary or any of their respective properties, (v) violate any law or regulation of any Law of any Governmental Authority governmental authority applicable to Seller, the Buyer, ICL Company or the Subsidiary or any of their respective properties or (ivvi) except for applicable requirements re- quirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act or any other Competition/Investment Law, and except for reports to be filed under the Exchange Act or foreign securities LawsAct"), require any material order, Consent, clearanceconsent, approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration with, any Governmental Authority, governmental or other Person, regulatory authority; except in each the case with respect to subclauses of clause (iiiii), (iiiv) and or (iv)vi) for such xxxxx- tions, where such violation, conflict, breach, default, right, Encumbrance breaches or requirement does not havedefaults which, or is not reasonably expected filings, registrations, notifications, authorizations, consents or approvals the failure of which to haveobtain would become applicable solely as a result of any acts or omissions by, individually or in the aggregate, a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Transaction Documents without material delaystatus of any facts pertaining to, Purchaser.

No Approvals or Conflicts. The Except as set forth in Section 2.7 of the Disclosure Schedule, the execution, delivery and performance by the Buyer and ICL Sellers of this Agreement and the consummation by the Buyer and ICL Sellers of the transactions contemplated hereby to be consummated by each of them will not (i) violate, conflict with or result in a breach by the Buyer Sellers or ICL the Company of any provision of the certificate of incorporationLetters Patent, bylaws as amended, or equivalent formation or governance document Bylaws of the Buyer or ICLCompany, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Buyer Sellers or ICL the Company (or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation, modification cancellation or acceleration of or under, or result in the creation of any Encumbrance upon any of the Buyer’s properties of the Company or ICL’s properties the Subsidiaries or give to others any interests or rights therein on the Sellers' interest in the Shares under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, Permitpermit, lease, contract, agreement or other instrument or understanding to which any of the Buyer or ICL Sellers, the Company, the Subsidiaries or any of their respective properties may be bound or subjectbound, (iii) violate, conflict with, violate or result in a breach of any Law order, injunction, judgment, ruling, law or regulation of any Governmental Authority (as defined in Section 2.12) applicable to any of the BuyerSellers, ICL the Company, the Subsidiaries or any of their respective properties or (iv) except for applicable requirements of require the HSR Act Sellers or the Company or any other Competition/Investment Law, and except for reports Subsidiary to be filed under the Exchange Act obtain or foreign securities Laws, require make any material order, Consent, clearanceconsent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authority, or other Person, except in each case with respect to subclauses excluding from the foregoing clauses (ii), ) and (iii) and (iv)above, where such violationviolations, conflictconflicts, breachbreaches, defaultdefaults, rightrights of termination, Encumbrance cancellation or requirement does not haveacceleration or creation of Encumbrances, or is not reasonably expected to havewhich, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Transaction Documents without material delayMaterial Adverse Effect.

No Approvals or Conflicts. The executionExcept as set forth in Section 2.06 of the Disclosure Schedule, neither the execution and delivery and performance by the Buyer and ICL Seller or Fort Mill of this Agreement and Agreement, nor the consummation by the Buyer Seller and ICL Fort Mill of the transactions contemplated hereby to be consummated by each of them will not (ia) violate, conflict with or result in a breach by the Buyer or ICL of any provision of the certificate of incorporation, incorporation or bylaws or equivalent formation partnership documents, as applicable, of Seller or governance document of the Buyer or ICLPurchased Entities, (iib) violate, conflict with or result in a breach of any provision of, or constitute a default by the Buyer or ICL (or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation, modification or acceleration of or under, or result in the creation of any Encumbrance Lien upon any of the Buyer’s properties of Seller or ICL’s properties the Purchased Entities under, or cause the termination or modification of, or give any other Person the right to others any interests terminate or rights therein undermodify, any material note, bond, mortgage, indenture, deed of trust, license, franchise, Permitpermit, lease, contract, agreement or other instrument or understanding to which any of Seller or the Buyer Purchased Entities are parties or ICL by which any of their respective properties are bound, (c) violate any order, injunction, judgment, ruling, Law applicable to Seller or the Purchased Entities or any of their respective properties may be bound or subject, (iii) violate, conflict withproperties, or result in a breach of any Law of any Governmental Authority applicable to the Buyer, ICL or any of their respective properties or (ivd) except for applicable disclosure requirements of the Securities Exchange Act, and the rules and regulations promulgated thereunder, and filings under the HSR Act or any other Competition/Investment Law, and except for reports to be filed under the Exchange Act or foreign securities Lawsfiling of the Certificate of Merger with the Secretary of State of the State of Delaware, require any material order, Consent, clearanceconsent, approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration with, any Governmental Authority, Body or other Personthird party; provided, except in each case with respect to subclauses (ii)however, (iii) and (iv), where such violation, conflict, breach, default, right, Encumbrance or requirement does not have, or is not reasonably expected to have, individually or in the aggregate, a material adverse effect on the ability that all of the Buyer foregoing representations in respect of Interglas and Asahi are made by Seller only to consummate the transactions contemplated by this Agreement knowledge of the Seller or the Transaction Documents without material delayCompany Executives.

No Approvals or Conflicts. The execution, delivery and performance by the Buyer and ICL Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by the Buyer and ICL Seller of the transactions contemplated hereby to be consummated by each of them and thereby do not and will not (ia) violate, conflict with or result in a breach by the Buyer or ICL Seller of any provision of the certificate its organizational documents (including its articles of incorporation, bylaws or equivalent formation or governance document and code of the Buyer or ICL, regulations); (iib) violate, conflict with or result in a breach of any provision of, or constitute a default by the Buyer or ICL Seller (or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any payment or other penalty or any right of termination, cancellation, modification or acceleration under, loss of right or benefit under, or result in the creation of any Encumbrance upon any of the Buyer’s or ICL’s properties or give to others any interests or rights therein Sold Assets under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, Permit, lease, contract, agreement lease or other instrument or understanding contract to which the Buyer or ICL Seller (with respect to the Business) or any of their respective its properties used primarily in the Business may be bound or subject, bound; (iiic) violate, conflict with, violate or result in a breach of any Governmental Order or Law of any Governmental Authority applicable to the Buyer, ICL Seller (with respect to the Business) or any of their respective its properties used primarily in the Business; or (ivd) except for applicable requirements of the HSR Act or any other Competition/Investment Law, and except for reports to be filed under the Exchange Act or foreign securities Laws, require any material order, Consent, clearanceconsent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Person or Governmental Authority, or other Person, except in each case with respect to subclauses the foregoing clauses (iib), (iiic) and (iv)d) above, where as would not be material to the Business. Schedule 3.5 sets forth all necessary notices, consents, waivers and approvals of parties to any Sold Contracts as are required thereunder in connection with this Agreement and any Ancillary Agreement, or for any such violationSold Contract to remain in full force and effect, conflictand without limitation, breach, defaultmodification, right, Encumbrance or requirement does not haveacceleration, or is not reasonably expected alteration so as to havepreserve all rights of, individually or in the aggregate, a material adverse effect on the ability of and benefits to the Buyer under such Sold Contracts immediately after the Closing. Following the Closing, the Buyer will continue to consummate be permitted to exercise all rights under the Sold Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Seller otherwise be required to pay pursuant to the terms of such contracts had the transactions contemplated by this Agreement or the Transaction Documents without material delay.not occurred. 3.6

No Approvals or Conflicts. The executionExcept as set forth in Section 2.6 of the Disclosure Schedule, neither the execution and delivery by Sellers and performance by the Buyer and ICL Company of this Agreement, the Indemnification Escrow Agreement and and, if applicable, the Deposit Escrow Agreement nor the consummation by Sellers and the Buyer and ICL Company of the transactions contemplated hereby to be consummated by each of them and thereby will not (i) violate, conflict with or result in a breach by the Buyer or ICL of any provision of the certificate charter or bylaws of incorporation, bylaws or equivalent formation or governance document any of the Buyer or ICLCompany and the Subsidiaries, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by under, or result in the Buyer termination or ICL (cancellation of, or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation, modification or acceleration of or underaccelerate the performance required by, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon any of the Buyer’s properties of any of the Company and the Subsidiaries or ICL’s properties or give to others upon any interests or rights therein Seller's interest in the Securities under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, Permitpermit, lease, contract, agreement or other instrument or understanding commitment or obligation to which any Seller or any of the Buyer or ICL Company and the Subsidiaries or any of their respective properties may be bound or subjectaffected, (iii) violateviolate any order, conflict withwrit, injunction, decree, judgment, ruling, law, rule or result in a breach regulation of any Law of any Governmental Authority court or governmental authority, domestic or foreign, applicable to any Seller or any of the Buyer, ICL Company and the Subsidiaries or any of their respective properties properties, or (iv) except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act or any other Competition/Investment LawAct"), and except for reports to be filed under approvals of the Exchange Act or foreign securities LawsFederal Communications Commission (the "FCC") and the Connecticut Department of Public Utility Control (the "PUC"), require any material order, Consent, clearanceconsent, approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration with, any Governmental Authority, governmental or regulatory authority or other Personthird party in connection with the execution, except delivery and performance of this Agreement by any Seller or the Company or to enable the Company and the Included Subsidiaries to continue fully to conduct the Business after the Closing Date in each a manner which is in all material respects consistent with that in which it is presently conducted, which, in the case with respect to subclauses of clauses (ii), (iii) and (iv)) above, where such violation, conflict, breach, default, right, Encumbrance or requirement does not have, or is not reasonably expected to havewould, individually or in the aggregate, be reasonably likely to have a material adverse effect on the ability Material Adverse Effect. The Company has received from Southern New England Telephone Company ("SNET") a waiver of the Buyer any and all rights SNET and its affiliates may have with respect to consummate the transactions contemplated by this Agreement or Agreement. A true and correct copy of the Transaction Documents without material delayaforementioned waiver has been delivered to Buyer.

No Approvals or Conflicts. The executionExcept as set forth in Section 3.7 of the Disclosure Schedule, neither the execution and delivery by Sellers and performance by the Buyer and ICL Company of this Agreement and nor the consummation by Sellers and the Buyer and ICL Company of the transactions contemplated hereby to be consummated by each of them will not (i) violate, conflict with or result in a breach by the Buyer or ICL of any provision of the certificate Certificate of incorporation, bylaws or equivalent formation or governance document Incorporation of the Buyer Company or ICLthe Subsidiary or the By-Laws of the Company or the Subsidiary, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Buyer or ICL (or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation, modification or acceleration of or under, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon any of the Buyer’s properties of the Sellers, the Company or ICL’s properties the Subsidiary or give to others on any interests or rights therein of the Sellers' interest in the Shares under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, Permitpermit, lease, contract, agreement or other instrument or understanding to which the Buyer or ICL Sellers, the Company, the Subsidiary or any of their respective properties may be bound or subjectbound, (iii) violateviolate any order, conflict withinjunction, judgment, ruling, law or result in a breach regulation of any Law of any Governmental Authority court or governmental authority applicable to the BuyerSellers, ICL the Company or the Subsidiary or any of their respective properties or (iv) except for applicable requirements of the HSR Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act or any other Competition/Investment Lawof 1976, and except for reports to be filed under the Exchange Act or foreign securities Lawsas amended (xxx "XXX Xxx"), require any material order, Consent, clearanceconsent, approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration with, any Governmental Authoritygovernmental or regulatory authority, or other Personwhich, except in each the case with respect to subclauses of clauses (ii), (iii) and (iv)) above, where such violation, conflict, breach, default, right, Encumbrance or requirement does not have, or is not reasonably expected to have, individually or in the aggregate, would have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Transaction Documents without material delayMaterial Adverse Effect.

No Approvals or Conflicts. The execution, delivery and performance by the Buyer and ICL Company of this Agreement and by the Company or any of its Affiliates of the Ancillary Agreements to which they are a party and the consummation by the Buyer Company and ICL the Sellers of the transactions contemplated hereby to be consummated by each of them and thereby do not and will not (iwhether with or without notice or lapse of time or both) (a) violate, conflict with or result in a breach by the Buyer Company, any Seller or ICL Divested Company of any provision of the its organizational documents (including its certificate of incorporation, bylaws or equivalent formation or governance document of the Buyer or ICLincorporation and by‑laws and similar documents), (iib) violate, conflict with or result in a material breach of any provision of, or constitute a material default by the Buyer Company, any Seller or ICL Divested Company (or create an event which, with notice or lapse of time or both, would constitute such a material default) or give rise to any payment or other penalty or any right of termination, cancellation, modification cancellation or acceleration of or under, or result in the creation of any Encumbrance upon any of the Buyer’s properties of the Asset Sellers, the Divested Companies or ICL’s properties on the Shares or give to others any interests the Sold Assets or rights therein under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, Permit, lease, contract, agreement lease or other instrument or understanding Contract to which any of the Buyer Asset Sellers, the Divested Companies or ICL or pursuant to which any of their respective assets or properties may be bound or subjectbound, (iiic) violateexcept for applicable requirements of any applicable Competition/Foreign Investment Law, conflict withor filings for payment of Duty, violate or result in a material breach of any Governmental Order or Law of any Governmental Authority applicable to the Buyer, ICL any Seller or Divested Company or any of their respective properties or (ivd) except for applicable requirements of the HSR Act or any other applicable Competition/Foreign Investment Law, and except or filings for reports to payment of Duty, filings or approvals that may be filed required under the Exchange Act or foreign securities Lawsany other applicable Law and as may be required by the nature of the business or ownership of the Buyer, require any material order, Consent, clearanceGovernmental Order or consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authority, or other Person, except in each case with respect to subclauses (ii), (iii) and (iv), where such violation, conflict, breach, default, right, Encumbrance or requirement does not have, or is not reasonably expected to have, individually or in the aggregate, a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Transaction Documents without material delay.

No Approvals or Conflicts. The Except as set forth in Section 2.7 of the Disclosure Schedule, the execution, delivery and performance by the Buyer and ICL Seller of this Agreement and the consummation by Seller and the Buyer and ICL Subsidiaries of the transactions contemplated hereby to be consummated by each of them will not (i) violate, conflict with or result in a breach by the Buyer Seller or ICL any Subsidiary of any provision of the certificate of incorporation, bylaws organizational documents or equivalent formation the charter (or governance equivalent) document of the Buyer Seller or ICLany Subsidiary, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Buyer Seller or ICL any Subsidiary (or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation, modification cancellation or acceleration of or under, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon any of the Buyer’s properties of any Seller or ICL’s properties any Subsidiary included in the Assets or give to others any interests the Compression Services Business or rights therein on the Subsidiary Interests under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, Permitpermit, lease, contract, agreement or other instrument or understanding to which the Buyer or ICL Seller, any Transferred Subsidiary or any of their respective properties may be bound or subjectbound, (iii) violate, conflict with, violate or result in a breach of any Law order, injunction, judgment, ruling, law or regulation of any Governmental Authority court or governmental authority applicable to the BuyerSeller, ICL any Subsidiary or any of their respective properties or (iv) except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act or any other Competition/Investment LawAct"), and except for reports to be filed under as otherwise set forth in Section 2.7 of the Exchange Act or foreign securities LawsDisclosure Schedule, require any material order, Consent, clearanceconsent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authoritygovernmental or regulatory authority, or other Personexcept, except in each case with respect to subclauses the foregoing clauses (ii), (iii) and (iv), where such violation, conflict, breach, default, right, Encumbrance or requirement does not have, or is not reasonably expected ) above as they apply to havematters that are not, individually or in the aggregate, material to the conduct of the Compression Services Business, as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Seller or the Buyer Subsidiaries to consummate the transactions contemplated by this Agreement or the Transaction Documents without material delayAgreement.

No Approvals or Conflicts. The execution, delivery and performance by the Buyer and ICL of this Agreement and the consummation by the Buyer and ICL of the transactions contemplated hereby to be consummated by each of them will not (i) violate, conflict with or result in a breach by the Buyer or ICL of any provision of the certificate of incorporation, bylaws or equivalent formation or governance document of the Buyer or ICL, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Buyer or ICL (or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation, modification or acceleration of or under, or result in the creation of any Encumbrance upon any of the Buyer’s 's or ICL’s 's properties or give to others any interests or rights therein under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, Permit, lease, contract, agreement or other instrument or understanding to which the Buyer or ICL or any of their respective properties may be bound or subject, (iii) violate, conflict with, or result in a breach of any Law of any Governmental Authority applicable to the Buyer, ICL or any of their respective properties or (iv) except for applicable requirements of the HSR Act or any other Competition/Investment Law, and except for reports to be filed under the Exchange Act or foreign securities Laws, require any material order, Consent, clearance, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authority, or other Person, except in each case with respect to subclauses (ii), (iii) and (iv), where such violation, conflict, breach, default, right, Encumbrance or requirement does not have, or is not reasonably expected to have, individually or in the aggregate, a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Transaction Documents without material delay.

No Approvals or Conflicts. The Except as set forth in Section 3.6 of the Disclosure Schedule, the execution, delivery and performance by Entrada and the Buyer and ICL Shareholder of this Agreement and the consummation by Entrada and the Buyer and ICL Shareholder of the transactions contemplated hereby to be consummated by each of them will not (i) violate, conflict with or result in a breach by the Buyer or ICL Entrada of any provision of the certificate of incorporation, bylaws incorporation or equivalent formation by-laws of Entrada or governance document any of the Buyer or ICLits Subsidiaries, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Buyer Entrada or ICL any of its Subsidiaries (or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation, modification cancellation or acceleration of or under, or result in the creation of any Encumbrance upon any of the Buyer’s properties of Entrada or ICL’s properties or give to others any interests or rights therein of its Subsidiaries under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, Permit, lease, contract, agreement or other instrument or understanding to which the Buyer or ICL or any of their respective properties may be bound or subjectEntrada Contract (as defined in Section 3.15), (iii) violate, conflict with, violate or result in a breach of any Law order, injunction, judgment, ruling, law or regulation of any Governmental Authority court or governmental authority applicable to the BuyerEntrada, ICL any of its Subsidiaries, or any of their respective properties or (iv) except for applicable requirements those required under or in relation to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of the HSR Act or any other Competition/Investment Law1976, as amended, and except for reports to be filed under the Exchange Act or foreign securities Lawsrules and regulations promulgated thereunder (the "HSR Act"), require any material order, Consent, clearanceconsent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authoritygovernmental or regulatory authority, or other Person, except in each case with respect to subclauses excluding from the foregoing clauses (ii), ) and (iii) above, such violations, conflicts and (iv), where such violation, conflict, breach, default, right, Encumbrance or requirement does not have, or is not reasonably expected to havebreaches which, individually or in the aggregate, would not have a material adverse effect Material Adverse Effect on Entrada or prevent or delay the ability consummation of the Buyer to consummate the transactions contemplated by this Agreement or the Transaction Documents without material delayhereby.