Common use of No Approvals or Conflicts Clause in Contracts

No Approvals or Conflicts. Except as set forth in Section 4.3 of ------------------------- the Purchaser Disclosure Schedule neither the execution, delivery or performance by Purchaser of this Agreement nor the consummation by Purchaser of the transactions contemplated hereby will (a) violate, conflict with or result in a breach of any provision of the articles of incorporation, bylaws or other governing documents of Purchaser, and, to the best of Purchaser's knowledge, and subject to Purchaser obtaining any and all required consents, approvals and authorization from third parties and/or Governmental Authorities, (b) violate, conflict with or result in a breach of any provision of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the termination of, or accelerate or alter in any material way the performance required by or result in the creation of or give any party the right to create any Lien on any of the assets or properties of Purchaser under, any note, bond, mortgage, loan agreement, deed of trust, franchise, permit or other instrument or Contract to which Purchaser or any of its properties may be bound, (c) violate any Law applicable to Purchaser or any of its assets or properties, or (d) require any consent, approval or authorization of, or notice to, or declaration, filing or registration with, any Governmental Authority or other third party in connection with the execution, delivery and performance of this Agreement by Purchaser or to enable Purchaser to continue to conduct its business and operations immediately after the Closing Date in the same manner in which they are presently conducted.

No Approvals or Conflicts. Except as set forth in Section 4.3 of ------------------------- the Purchaser Disclosure Schedule neither the The execution, delivery or and performance by Purchaser the Buyers of this Agreement nor and the French Offer Letter and the consummation by Purchaser the Buyers of the transactions contemplated hereby will not (ai) violate, conflict with or result in a breach by the Buyers of any provision of the articles certificates of incorporation, bylaws incorporation or other governing documents by laws of Purchaser, and, to the best of Purchaser's knowledge, and subject to Purchaser obtaining any and all required consents, approvals and authorization from third parties and/or Governmental AuthoritiesBuyers, (bii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Buyers (or create an event which, with or without notice or lapse of time or both, would constitute a default) a default (or give rise to any right of termination, cancellation or acceleration) acceleration under, or result in the termination of, or accelerate or alter in any material way the performance required by or result in the creation of or give any party the right to create any Lien on Encumbrance upon any of the assets or Buyers' properties of Purchaser under, any material note, bond, mortgage, loan agreementindenture, deed of trust, license, franchise, permit permit, lease, contract, agreement or other instrument or Contract understanding to which Purchaser the Buyers or any of its their properties may be bound, (ciii) violate or result in a breach in any material respect of any Law applicable to Purchaser any Buyer or any of its assets or their respective properties, or (div) except for applicable requirements of the HSR Act or any other Competition/Investment Law and, in each case, as set forth in Section 3.3 of the disclosure schedule being delivered by the Buyers to the Sellers simultaneously with the execution of this Agreement and forming a part of this Agreement (the "Buyers' Disclosure Schedule"), require any material order, consent, clearance, approval or authorization of, or notice to, or declaration, filing filing, application, qualification or registration with, any Governmental Authority or other third party in connection with the execution, delivery and performance of this Agreement by Purchaser or to enable Purchaser to continue to conduct its business and operations immediately after the Closing Date in the same manner in which they are presently conductedAuthority.

No Approvals or Conflicts. Except as set forth in Section 4.3 3.3 of ------------------------- the Purchaser Disclosure Schedule Schedule, neither the execution, execution and delivery or performance by Purchaser of this Agreement and the Note nor the consummation by Purchaser of the transactions contemplated hereby and thereby will (ai) violate, conflict with or result in a breach of any provision of the articles of incorporation, charter or bylaws or other governing documents of Purchaser, and, to the best of Purchaser's knowledge, and subject to Purchaser obtaining any and all required consents, approvals and authorization from third parties and/or Governmental Authorities, (bii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with or without notice or lapse of time or both) , would constitute a default (or give rise to any right of termination, cancellation or accelerationdefault) under, or result in the termination of, or accelerate or alter in any material way the performance required by or result in the creation of any lien, security interest, charge or give any party the right to create any Lien on encumbrance upon any of the assets or Purchaser's properties of Purchaser under, any note, bond, mortgage, loan agreementindenture, deed of trust, license, franchise, permit permit, lease, contract, agreement or other instrument or Contract to which Purchaser or its subsidiaries or any of its their respective properties may be bound, (ciii) violate any Law order, injunction, judgment, ruling, law or regulation of any court or governmental authority applicable to Purchaser or its subsidiaries or any of its assets or their respective properties, or (div) except for applicable requirements of the Exchange Act and the HSR Act, require any consent, approval or authorization of, or notice to, or declaration, filing or registration with, any Governmental Authority governmental or regulatory authority or other third party in connection with the executionparty, delivery and performance of this Agreement by Purchaser or to enable Purchaser to continue to conduct its business and operations immediately after the Closing Date which, in the same manner in which they are presently conductedcase of clauses (ii), (iii) and (iv) above, would 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 to consummate the transactions contemplated hereby.

No Approvals or Conflicts. (a) Except as set forth in Section 4.3 of ------------------------- the Purchaser Disclosure on Schedule neither 3.5, the execution, delivery or and performance by Purchaser the Seller of this Agreement nor and the Ancillary Agreements to which it is a party and the consummation by Purchaser the Seller of the transactions and performance of its obligations contemplated hereby and thereby do not and will not (ai) violate, conflict with or result in a breach by the Seller of any provision its organizational documents (including its certificate of the articles of incorporation, bylaws or other governing documents of Purchaser, and, to the best of Purchaser's knowledge, formation and subject to Purchaser obtaining any and all required consents, approvals and authorization from third parties and/or Governmental Authoritieslimited liability company agreement), (bii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Seller (or create an event that, with or without notice or lapse of time or both, would constitute a default) a default (or give rise to any payment or other penalty or any right of termination, cancellation or acceleration) underacceleration that could be materially adverse to the transactions contemplated by this Agreement, or result in the termination of, or accelerate or alter in any material way the performance required by or result in the creation of or give any party the right to create any Lien on Encumbrance upon any of the assets or properties of Purchaser underSold Assets, under any material note, bond, mortgage, loan agreementindenture, deed of trust, license, franchise, permit (including the permits listed on Schedule 3.13), lease, contract or other instrument or Contract to which Purchaser the Seller or any of its properties the Sold Assets may be bound, (ciii) violate or result in a material breach of any Governmental Order or Law applicable to Purchaser the Seller or any of its assets or properties, the Sold Assets or (div) except for filings with the Bankruptcy Court and the issuance of the Sale Order and as may be required by any unique aspect of Buyer, require any order, consent, approval or authorization of, or notice to, or declaration, filing filing, application, qualification or registration with, any Governmental Authority or other third party in connection with the execution, delivery and performance of this Agreement by Purchaser or to enable Purchaser to continue to conduct its business and operations immediately after the Closing Date in the same manner in which they are presently conductedAuthority.

No Approvals or Conflicts. Except as set forth in Section 4.3 of ------------------------- the Purchaser Disclosure Schedule neither the execution, The execution and delivery or performance by Purchaser of this Agreement nor and the consummation by Purchaser of the transactions contemplated hereby will not (ai) violate, violate or conflict with or result in a breach of any provision of the articles of incorporation, bylaws or other governing organizational documents of the Purchaser, and, to the best of Purchaser's knowledge, and subject to Purchaser obtaining any and all required consents, approvals and authorization from third parties and/or Governmental Authorities, (bii) violate, violate or conflict with or result in a breach of any provision of, or constitute a default (or an event which, with or without notice or lapse of time or both) , would constitute a default (or give rise to any right of termination, cancellation or accelerationdefault) under, or result in the termination of, or accelerate or alter in any material way the performance required by or result in the creation of a lien, security interest, charge or give any party the right to create any Lien on encumbrance upon any of the assets or properties of the Purchaser under, any note, bond, mortgage, loan agreement, deed of trust, franchise, permit or other instrument or Contract contract to which the Purchaser is a party or by which the Purchaser or any of its properties may be property is bound, (ciii) violate any Law order, injunction, judgment, ruling, law or regulation of any court or governmental authority, applicable to Purchaser or any of its assets or properties, properties or (div) require any order, license, consent, approval approval, waiver, permit or authorization of, or notice to, or declaration, filing or registration with, or the granting of any Governmental Authority exemption by, or the taking of any other action in respect of, any governmental or regulatory authority or other third person not a party to this Agreement, except where the occurrence of any of the events in connection with the executionclauses (ii), delivery and performance of this Agreement by Purchaser (iii) or to enable Purchaser to continue to conduct its business and operations immediately after the Closing Date in the same manner in which they are presently conducted(iv) above would not have a material adverse effect on Purchaser.

No Approvals or Conflicts. Except as set forth in Section 4.3 of ------------------------- the Purchaser Disclosure Schedule Schedule, neither the execution, execution and delivery or performance by Purchaser of this Agreement nor the consummation by Purchaser of the transactions contemplated hereby will (ai) violate, conflict with or result in a breach of any provision of the articles Certificate of incorporation, bylaws Incorporation or other governing documents By-laws of Purchaser, and, to the best of Purchaser's knowledge, and subject to Purchaser obtaining any and all required consents, approvals and authorization from third parties and/or Governmental Authorities, (bii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with or without notice or lapse of time or both) , would constitute a default (or give rise to any right of termination, cancellation or accelerationdefault) under, or result in the termination of, or accelerate or alter in any material way the performance required by or result in the creation of any lien, security interest, charge or give any party the right to create any Lien on encumbrance upon any of the assets or Purchaser's properties of Purchaser under, any note, bond, mortgage, loan agreementindenture, deed of trust, license, franchise, permit permit, lease, contract, agreement or other instrument or Contract to which Purchaser or its subsidiaries or any of its their respective properties may be bound, (ciii) violate any Law order, injunction, judgment, ruling, law or regulation of any court or governmental authority applicable to Purchaser or its subsidiaries or any of its assets or their respective properties, or (div) except for applicable requirements of the Exchange Act and the HSR Act, require any consent, approval or authorization of, or notice to, or declaration, filing or registration with, any Governmental Authority governmental or regulatory authority or other third party in connection with the executionparty, delivery and performance of this Agreement by Purchaser or to enable Purchaser to continue to conduct its business and operations immediately after the Closing Date which, in the same manner in which they are presently conductedcase of clauses (ii), (iii) and (iv) above, would 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 to consummate the transactions contemplated hereby.