Common use of No Approvals or Conflicts Clause in Contracts

No Approvals or Conflicts. The execution, delivery and performance by the Buyers of this Agreement and the French Offer Letter and the consummation by the Buyers of the transactions contemplated hereby will not (i) violate, conflict with or result in a breach by the Buyers of any provision of the certificates of incorporation or by laws of the Buyers, (ii) 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 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 any of the Buyers' properties under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument or understanding to which the Buyers or any of their properties may be bound, (iii) violate or result in a breach in any material respect of any Law applicable to any Buyer or any of their respective properties, or (iv) 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, application, qualification or registration with, any Governmental Authority.

No Approvals or Conflicts. The Except as set forth in Section 4.3 of ------------------------- the Purchaser Disclosure Schedule neither the execution, delivery and or performance by the Buyers Purchaser of this Agreement and the French Offer Letter and nor the consummation by the Buyers Purchaser of the transactions contemplated hereby will not (ia) violate, conflict with or result in a breach by the Buyers of any provision of the certificates articles of incorporation incorporation, bylaws or by laws other governing documents of Purchaser, and, to the Buyersbest of Purchaser's knowledge, and subject to Purchaser obtaining any and all required consents, approvals and authorization from third parties and/or Governmental Authorities, (iib) violate, conflict with or result in a breach of any provision of, or constitute a default by the Buyers (with or create an event which, with without notice or lapse of time or both, would constitute ) a default) 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 Encumbrance upon party the right to create any Lien on any of the Buyers' assets or properties of Purchaser under, any material note, bond, mortgage, indentureloan agreement, deed of trust, license, franchise, permit, lease, contract, agreement permit or other instrument or understanding Contract to which the Buyers Purchaser or any of their its properties may be bound, (iiic) violate or result in a breach in any material respect of any Law applicable to any Buyer Purchaser or any of their respective its assets or properties, or (ivd) 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, application, qualification filing or registration with, any Governmental AuthorityAuthority 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. The executionExcept as set forth in Section 3.3 of the Disclosure Schedule, neither the execution and delivery and performance by the Buyers Purchaser of this Agreement and the French Offer Letter and Note nor the consummation by the Buyers Purchaser of the transactions contemplated hereby and thereby will not (i) violate, conflict with or result in a breach by the Buyers of any provision of the certificates charter or bylaws of incorporation or by laws of the BuyersPurchaser, (ii) 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 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 any of the Buyers' Purchaser's properties under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument or understanding to which the Buyers Purchaser or its subsidiaries or any of their respective properties may be bound, (iii) violate any order, injunction, judgment, ruling, law or result in a breach in any material respect regulation of any Law court or governmental authority applicable to any Buyer Purchaser or its subsidiaries or any of their respective properties, or (iv) except for applicable requirements of the Exchange Act and 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")Act, require any material order, consent, clearance, approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration with, any Governmental Authoritygovernmental or regulatory authority or other third party, which, in the case 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. The execution, delivery and performance by the Buyers Buyer of this Agreement and the French Offer Letter and the consummation by the Buyers Buyer of the transactions contemplated hereby do not and will not (i) violate, conflict with or result in a breach by the Buyers of any provision Buyer of the certificates certificate of incorporation or by laws memorandum and articles of association of the BuyersBuyer, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Buyers 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 any of the Buyers' properties of the Buyer under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument or understanding to which the Buyers Buyer or any of their its properties may be bound, (iii) violate or result in a breach in any material respect of any Governmental Order or Law applicable to any the Buyer or any of their respective properties, its properties or (iv) 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, application, qualification or registration 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 expected to have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is a party.