Common use of No Approvals or Notices Required; No Conflict with Instruments Clause in Contracts

No Approvals or Notices Required; No Conflict with Instruments. The execution, delivery and performance of this Agreement by the Transferee and the consummation by it of the transactions contemplated hereby (i) does not violate (with or without the giving of notice or the lapse of time or both) or require any consent, approval, filing or notice under, (ii) does not result in the creation of any Encumbrance (except pursuant to this Agreement and those arising by virtue of any action taken by or on behalf of Transferor or its affiliates and restrictions on transfers that may be imposed by Applicable Laws) on the Transferee Stock or any equity interests of the Transferee under, conflict with, or result in the breach or termination of any provision of, or constitute a default under, or result in the acceleration of the performance of the obligations of the Transferee under, or (iii) result in the creation of an encumbrance upon any asset of the Transferee pursuant to: (A) applicable law, (B) any permit, (C) the limited liability charters or bylaws of the Transferee, or (D) any instrument or other agreement to which the Transferee is a party or by which any of its assets are bound or affected. The newly issued restricted shares of the Transferee’s Common Stock are transferable and assignable to Transferor as contemplated by this Agreement without the waiver of any right of first refusal or the consent of any other party being obtained, and there exists no preferential right of purchase in favor of any person with respect of any of the Transferee Stock or the business.

No Approvals or Notices Required; No Conflict with Instruments. The Except as set forth on Schedule 3.1(c), the execution, delivery and performance of this Agreement by the Transferee Sellers, Cohl and the Companies and the consummation by it them of the transactions contemplated hereby (i) does not violate (with or without the giving of notice or the lapse of time or both) or require any consent, approval, filing or notice under, (ii) does not result in the creation of any Encumbrance (except pursuant to this Agreement and those arising by virtue of any action taken by or on behalf of Transferor Buyer or its affiliates Affiliates and restrictions on transfers that may be imposed by Applicable Laws) on the Transferee Stock Purchased Interests or any equity interests Equity Interests of the Transferee any CPI Company under, conflict with, or result in the breach or termination of any provision of, or constitute a default under, or result in the acceleration of the performance of the obligations of the Transferee Sellers or the CPI Companies under, or (iii) result in the creation of an encumbrance Encumbrance upon any asset of the Transferee CPI Companies pursuant to: (A) applicable lawApplicable Law, (B) any permitPermit (including liquor licenses), (C) the limited liability charters or bylaws of the TransfereeCPI Companies, or (D) any instrument or other agreement to which the Transferee is Sellers or the Companies are a party or by which any of its them or any of their assets are bound or affected. The newly issued restricted shares of the Transferee’s Common Stock Purchased Interests are transferable and assignable to Transferor Buyer as contemplated by this Agreement without the waiver of any right of first refusal or the consent of any other party being obtained, and there exists no preferential right of purchase in favor of any person Person with respect of any of the Transferee Stock Purchased Interests or the businessBusiness other than as disclosed on Schedule 3.1(b)(iii).

No Approvals or Notices Required; No Conflict with Instruments. The Except as set forth on Schedule 3.1(c), the execution, delivery and performance of this Agreement by the Transferee Sellers, Cohl and the Companies and the consummation by it them of the transactions contemplated hereby (i) does not violate (with or without the giving of notice or the lapse of time or both) or require any consent, approval, filing or notice under, (ii) does not result in the creation of any Encumbrance (except pursuant to this Agreement and the Securityholders Agreement, those arising by virtue of any action taken by or on behalf of Transferor Buyer or its affiliates Affiliates and restrictions on transfers that may be imposed by Applicable Laws) on the Transferee Stock Purchased Interests or any equity interests Equity Interests of the Transferee any CPI Company under, conflict with, or result in the breach or termination of any provision of, or constitute a default under, or result in the acceleration of the performance of the obligations of the Transferee Sellers, Cohl or the CPI Companies under, or (iii) result in the creation of an encumbrance Encumbrance upon any asset of the Transferee CPI Companies pursuant to: (A) applicable lawApplicable Law, (B) any permitPermit (including liquor licenses), (C) the limited liability charters or bylaws of the TransfereeCPI Companies, or (D) any instrument or other agreement to which the Transferee is Sellers, Cohl or the Companies are a party or by which any of its them or any of their assets are bound or affected. The newly issued restricted shares of the Transferee’s Common Stock Purchased Interests are transferable and assignable to Transferor Buyer as contemplated by this Agreement without the waiver of any right of first refusal or the consent of any other party being obtained, and there exists no preferential right of purchase in favor of any person Person with respect of any of the Transferee Stock Purchased Interests or the businessBusiness other than as disclosed on Schedule 3.1(b)(iii).

No Approvals or Notices Required; No Conflict with Instruments. The Except as set forth on Schedule 3.1(c), the execution, delivery and performance of this Agreement by the Transferee Sellers and the Company and the consummation by it them of the transactions contemplated hereby (i) does not violate (with or without the giving of notice or the lapse of time or both) or require any consent, approval, filing or notice under, (ii) does not result in the creation of any Encumbrance (except pursuant to this Agreement and Agreement, those arising by virtue of any action taken by or on behalf of Transferor Buyer or its affiliates Affiliates and restrictions on transfers that may be imposed by Applicable Laws) on the Transferee Stock Purchased Interests or any equity interests Equity Interests of the Transferee Company under, conflict with, or result in the breach or termination of any provision of, or constitute a default under, or result in the acceleration of the performance of the obligations of the Transferee Sellers or the Company under, or (iii) result in the creation of an encumbrance Encumbrance upon any asset of the Transferee Company pursuant to: (A) applicable lawApplicable Law, (B) any permitPermit, (C) the limited liability charters or bylaws articles of incorporation of the TransfereeCompany, or (D) any instrument or other agreement to which the Transferee Sellers or the Company is a party party, or by which any of its them or any of their assets are bound or affected. The newly issued restricted shares of the Transferee’s Common Stock Purchased Interests are transferable and assignable to Transferor Buyer as contemplated by this Agreement without the waiver of any right of first refusal or the consent of any other party being obtained, and there exists no preferential right of purchase in favor of any person Person with respect of any of the Transferee Stock Purchased Interests or the businessBusiness other than as disclosed on Schedule 3.1 (b)(iii).

No Approvals or Notices Required; No Conflict with Instruments. The Except as described in Schedule 3.3 hereto, the execution, delivery and performance of this Agreement by the Transferee Seller, Trey and the Company and the consummation by it them of the transactions contemplated hereby (i) does will not violate (with or without the giving of notice or the lapse of time or both) or require any consent, approval, filing or notice under, any provision of any Applicable Law and (ii) does will not result in the creation of any Encumbrance (except pursuant to this Agreement and those arising by virtue of any action taken by or on behalf of Transferor or its affiliates and restrictions on transfers that may be imposed by Applicable Laws) on the Transferee Stock Trey Shares or any equity interests of the Transferee Assets under, conflict with, or result in the breach or termination of any provision of, or constitute a default under, or result in the acceleration of the performance of the obligations of the Transferee Seller, Trey or the Company under, or (iii) result in the creation of an encumbrance Encumbrance upon any asset portion of the Transferee assets of Trey or the Company pursuant to: (A) applicable law, (B) any permit, (C) the limited liability charters or bylaws by-laws of Trey or the TransfereeCompany, or (D) any indenture, mortgage, deed of trust, lease, licensing agreement, contract, instrument or other agreement to which the Transferee Seller, Trey or the Company is a party or by which any of its their assets are bound or affected. The newly issued restricted shares of the Transferee’s Common Stock Trey Shares are transferable and assignable to Transferor Buyer as contemplated by this Agreement without the waiver of any right of first refusal or the consent of any other party being obtained, and there exists no preferential right of purchase in favor of any person with respect of any of the Transferee Stock Trey Shares, the Company Shares or the businessbusiness or any of the assets of the Company or Trey.

No Approvals or Notices Required; No Conflict with Instruments. The execution, execution and delivery and performance of this Agreement by the Transferee do not, and the consummation by it of the transactions contemplated hereby will not, (ia) does not conflict with or violate any provision of the Certificate of Incorporation or Bylaws of Purchaser, or equivalent charter documents of any of its subsidiaries or, to Purchaser's knowledge, any Equity Affiliate, (b) violate or conflict with any permit, order, license, decree, judgment, statute, law, ordinance, rule or regulation applicable to Purchaser or any of its subsidiaries or, to Purchaser's knowledge, any Equity Affiliate or the properties or assets of Purchaser or any of its subsidiaries or to Purchaser's knowledge, any Equity Affiliate, or (c) result in any breach or violation of, or constitute a default (with or without the giving of notice or the lapse of time time, or both) or require any consent, approval, filing or notice under, (ii) does not or give rise to any right of termination, cancellation or acceleration of, or result in the creation of any Encumbrance (except Lien on any of the properties or assets of Purchaser or any of its subsidiaries or, to Purchaser's knowledge, any Equity Affiliate pursuant to this Agreement and those arising by virtue to, or require any Contract Consent of any action taken by party to, any mortgage, indenture, lease, contract or on behalf of Transferor other agreement or its affiliates and restrictions on transfers that may be imposed by Applicable Laws) on the Transferee Stock instrument, bond, note, concession or franchise applicable to Purchaser or any equity interests of its subsidiaries or to Purchaser's knowledge, any Equity Affiliate or their properties or assets, except, in the case of clauses (b) and (c) only, where such conflict, violation, default, termination, cancellation, acceleration, Lien or lack of consent would not have and is not reasonably likely to have a Material Adverse Effect on Purchaser and its subsidiaries taken as a whole or to prevent consummation of the Transferee undertransactions contemplated hereby. No consent, conflict withapproval, order or result in the breach or termination of any provision authorization of, or constitute a default underregistration, declaration or result filing with, any Governmental Entity is required by or with respect to Purchaser or any of its subsidiaries or to Purchaser's knowledge, any Equity Affiliate in connection with the acceleration execution and delivery of this Agreement by Purchaser or the consummation by Purchaser of the performance transactions contemplated hereby, except for (i) the filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the obligations proxy statement to be sent to the stockholders of Purchaser in connection with the Transferee undermeeting of Purchaser's stockholders (the "Purchaser Stockholders Meeting") to consider the transactions contemplated hereby (such proxy statement as amended or supplemented is referred to herein as the "Proxy Statement"), or (ii) the filing of a Form 8-K as required under the Exchange Act, (iii) result in any filings as may be required under applicable state securities laws and the creation securities laws of an encumbrance upon any asset foreign country, and (iv) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not have a Material Adverse Effect on Purchaser and its subsidiaries taken as a whole and would not prevent or materially alter or delay any of the Transferee pursuant to: (A) applicable lawtransactions contemplated by this Agreement. None of Purchaser or its subsidiaries is or will be required to give any Contract Notice to any party to any material mortgage, (B) any permitindenture, (C) the limited liability charters or bylaws of the Transfereelease, or (D) any instrument contract or other agreement or instrument, bond, note, concession or franchise applicable to which the Transferee is a party or by which any of Purchaser's or its subsidiaries' properties or assets are bound in connection with the execution and delivery of this Agreement or affected. The newly issued restricted shares the consummation of the Transferee’s Common Stock are transferable and assignable to Transferor as transactions contemplated by this Agreement without the waiver of any right of first refusal or the consent of any other party being obtained, and there exists no preferential right of purchase in favor of any person with respect of any of the Transferee Stock or the businesshereby.