Common use of No Approvals or Conflicts Clause in Contracts

No Approvals or Conflicts. Assuming the Regulatory Approvals are sought and obtained in accordance with this Agreement, neither the execution and delivery by each Seller of this Agreement or the Ancillary Agreements to which it is a party, nor the consummation by such Seller or any of its Affiliates of the Transaction, will (a) conflict with or violate any provision of such Seller’s Governing Documents, (b) subject to Section 14.12, conflict with the consummation of the NTM Merger in accordance with its terms or conflict with, or result in any violation of or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, loss of rights, adverse modification of provisions, cancellation or acceleration of any obligation under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the Transferred Assets under any provision of the NTM Merger Agreement, (c) require on the part of such Seller any Permit, (d) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or create in any Person any right to terminate or cancel any Transferred Contract under clauses (i) or (ii) of the definition of Transferred Contract, or (e) violate any Law or Governmental Order, other than, in the case of clauses (c), (d) and (e), any such conflict, breach, default, termination, cancellation, imposition or violation that, or notice, consent, waiver, or Permit, the failure of which to make or be obtained, would not, individually or in the aggregate, reasonably be expected to be material to the Business.

No Approvals or Conflicts. Assuming Other than in respect of the Regulatory Approvals are sought and obtained in accordance with this Agreementthe Subsequent Regulatory Approvals, neither none of the execution and delivery by each Seller Buyer of this Agreement or the Ancillary Agreements Transaction Documents to which it is a party, nor the performance by Buyer of its obligations hereunder or thereunder, or the consummation by such Seller Buyer or any of its Affiliates of the Transaction, will (a) conflict with or violate any provision of such SellerBuyer’s Governing Documents, (b) subject to Section 14.12, conflict with the consummation of the NTM Merger in accordance with its terms or conflict with, or result in any violation of or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, loss of rights, adverse modification of provisions, cancellation or acceleration of any obligation under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the Transferred Assets under any provision of the NTM Merger Agreement, (c) require on the part of such Seller Buyer any Permit, (dc) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, violate, or create in any Person any right to terminate modify, terminate, accelerate or cancel any Transferred obligation under any material Contract under clauses to which Buyer is party or by which its assets are bound, (i) or (ii) of the definition of Transferred Contract, or (ed) violate any Law or Governmental OrderOrder or (e) result in the creation or imposition of any Encumbrance other than a Permitted Encumbrance on any of its assets, other than, in the case of clauses (c), (db) and through (e), any such Permit, conflict, breach, default, violation, termination, cancellation, imposition or violation that, or notice, consent, waiver, or Permit, the failure of which to make or be obtained, would not, individually or in the aggregate, would not reasonably be expected to be have a material adverse effect on the ability of Buyer to consummate the BusinessTransaction in accordance with the terms hereof.

No Approvals or Conflicts. Assuming the Regulatory Approvals are sought and obtained in accordance with this Agreement, neither the The execution and delivery by each Seller the Company of this Agreement or and the Ancillary Related Agreements to which it is a party, nor and the consummation by such Seller or any of its Affiliates the Company of the Transactiontransactions contemplated hereby and thereby will not (i) violate, will (a) conflict with or violate result in a breach of any provision of such Seller’s Governing Documentsthe Certificate of Incorporation or Bylaws of the Company, (bii) subject to Section 14.12violate, conflict with the consummation of the NTM Merger in accordance with its terms or conflict with, or result in a breach of any violation of provision of, or constitute a default (or an event which, with notice or without notice, lapse of time, time or both, would constitute a default) under, or give rise to a right of termination, loss of rights, adverse modification of provisions, cancellation or acceleration of any obligation under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) lien, security interest, charge or encumbrance upon any of the Transferred Assets under any provision properties of the NTM Merger Company or the Subsidiaries under, any contract to which the Company or any Subsidiary is a party or by which the Company, any Subsidiary, or any of their respective properties may be bound, (iii) violate any order, injunction, judgement, ruling, law or regulation of any court or governmental authority applicable to the Company, any Subsidiary or any of their respective properties and (iv) require any order, license, consent, approval, waiver, permit or authorization of, or notice to, or declaration, filing or registration with, or the granting of any exemption by, or the taking of any other action in respect of, any governmental or regulatory authority or other person not a party to this Agreement except (a) the consents and waivers set forth in Exhibit F hereto, and (b) the orders, filings, registrations or other actions contemplated by the Shareholder Agreement, and except where the occurrence of any of the events in clauses (c) require on the part of such Seller any Permitii), (diii) conflict with, or (iv) above would not result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or create in any Person any right to terminate or cancel any Transferred Contract under clauses (i) or (ii) of the definition of Transferred Contract, or (e) violate any Law or Governmental Order, other than, in the case of clauses (c), (d) and (e), any such conflict, breach, default, termination, cancellation, imposition or violation that, or notice, consent, waiver, or Permit, the failure of which to make or be obtained, would not, individually or in the aggregate, reasonably be expected to be material to the BusinessMaterial Adverse Effect.

No Approvals or Conflicts. Assuming Except as set forth in Section 3.3 of the Regulatory Approvals are sought Disclosure Schedule and, in the case of Solutia, subject to the Approval Order (with respect to the matters not covered by the Initial Relief Order) having been entered and obtained still being in accordance with this Agreementeffect and not subject to any stay pending appeal at the time of the Closing, neither the execution execution, delivery and delivery performance by each Seller such Owner of this Agreement or the Ancillary Agreements to which it is a party, nor and the consummation by such Seller or any of its Affiliates Owner of the Transactiontransactions contemplated hereby to be consummated by it will not (i) violate, will (a) conflict with or violate result in a breach by such Owner of any provision of any charter, bylaws or equivalent formation or governance document of such Seller’s Governing DocumentsOwner, (bii) subject to Section 14.12violate, conflict with the consummation of the NTM Merger in accordance with its terms or conflict with, or result in a breach of any violation of provision of, or constitute a default by such Owner (or create an event which, with notice or without notice, lapse of time, time or both, would constitute such a default) under, or give rise to a any right of termination, loss of rightscancellation, adverse modification of provisions, cancellation or acceleration of any obligation or under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the Transferred Acquired Assets under or give to others any provision 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 such Owner is a party, or by which the Business or any of the NTM Merger AgreementAcquired Assets may be bound or subject, (ciii) require on the part of such Seller any Permitviolate, (d) conflict with, with or result in a breach of, constitute (with any Law of any Governmental Authority applicable to such Owner or without due notice any of its properties or lapse of time or both) a default under, or create in any Person any right to terminate or cancel any Transferred Contract under clauses (i) or (ii) of the definition of Transferred ContractBusiness, or (eiv) violate except for applicable requirements of the HSR Act or any Law other Competition/Investment Law, and except for reports to be filed under the Exchange Act, require any material order, Consent, clearance, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental OrderAuthority or other Person, other than, except in the each case of clauses with respect to subclauses (cii), (diii) and (eiv), any where such violation, conflict, breach, default, termination42 right, cancellation, imposition Encumbrance or violation thatrequirement does not have, or notice, consent, waiver, or Permit, the failure of which is not reasonably expected to make or be obtained, would nothave, individually or in the aggregate, reasonably be expected a Material Adverse Effect or a material adverse effect on the ability of such Owner to be consummate the transactions contemplated by this Agreement or the Transaction Documents without material to the Businessdelay.