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

No Approvals or Notices Required; No Conflict with Instruments. Except as set forth on Schedule 3.1(c), the execution, delivery and performance of this Agreement by the Sellers, Cohl and the Companies and the consummation by 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 Buyer or its Affiliates and restrictions on transfers that may be imposed by Applicable Laws) on the Purchased Interests or any Equity Interests of 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 Sellers or the CPI Companies under, or (iii) result in the creation of an Encumbrance upon any asset of the CPI Companies pursuant to: (A) Applicable Law, (B) any Permit (including liquor licenses), (C) the charters or bylaws of the CPI Companies, or (D) any instrument or other agreement to which the Sellers or the Companies are a party or by which any of them or any of their assets are bound or affected. The Purchased Interests are transferable and assignable to 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 Purchased Interests or the Business other than as disclosed on Schedule 3.1(b)(iii).

No Approvals or Notices Required; No Conflict with Instruments. Except as set forth on described in Schedule 3.1(c)3.3 hereto, the execution, delivery and performance of this Agreement by the SellersSeller, Cohl Trey and the Companies Company and the consummation by 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 Buyer or its Affiliates and restrictions on transfers that may be imposed by Applicable Laws) on the Purchased Interests Trey Shares or any Equity Interests of any CPI Company the 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 Sellers Seller, Trey or the CPI Companies Company under, or (iii) result in the creation of an Encumbrance upon any asset portion of the CPI Companies assets of Trey or the Company pursuant to: (A) Applicable Law, (B) any Permit (including liquor licenses), (C) the charters or bylaws by-laws of Trey or the CPI CompaniesCompany, or (D) any indenture, mortgage, deed of trust, lease, licensing agreement, contract, instrument or other agreement to which the Sellers Seller, Trey or the Companies are Company is a party or by which any of them or any of their assets are bound or affected. The Purchased Interests Trey Shares are transferable and assignable to 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 Purchased Interests Trey Shares, the Company Shares or the Business other than as disclosed on Schedule 3.1(b)(iii)business or any of the assets of the Company or Trey.

No Approvals or Notices Required; No Conflict with Instruments. Except as set forth on Schedule 3.1(c), the execution, delivery and performance of this Agreement by the Sellers, Cohl and the Companies and the consummation by 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 Buyer or its Affiliates and restrictions on transfers that may be imposed by Applicable Laws) on the Purchased Interests or any Equity Interests of 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 Sellers Sellers, Cohl or the CPI Companies under, or (iii) result in the creation of an Encumbrance upon any asset of the CPI Companies pursuant to: (A) Applicable Law, (B) any Permit (including liquor licenses), (C) the charters or bylaws of the CPI Companies, or (D) any instrument or other agreement to which the Sellers Sellers, Cohl or the Companies are a party or by which any of them or any of their assets are bound or affected. The Purchased Interests are transferable and assignable to 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 Purchased Interests or the Business other than as disclosed on Schedule 3.1(b)(iii).

No Approvals or Notices Required; No Conflict with Instruments. Except as set forth on Schedule 3.1(c), the execution, delivery and performance of this Agreement by the Sellers, Cohl Sellers and the Companies Company and the consummation by 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 Buyer or its Affiliates and restrictions on transfers that may be imposed by Applicable Laws) on the Purchased Interests or any Equity Interests of any CPI the 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 Sellers or the CPI Companies Company under, or (iii) result in the creation of an Encumbrance upon any asset of the CPI Companies Company pursuant to: (A) Applicable Law, (B) any Permit (including liquor licenses)Permit, (C) the charters or bylaws articles of incorporation of the CPI CompaniesCompany, or (D) any instrument or other agreement to which the Sellers or the Companies are Company is a party party, or by which any of them or any of their assets are bound or affected. The Purchased Interests are transferable and assignable to 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 Purchased Interests or the Business other than as disclosed on Schedule 3.1(b)(iii3.1 (b)(iii).

No Approvals or Notices Required; No Conflict with Instruments. Except as set forth on Schedule 3.1(c), the The execution, delivery and performance of this Agreement by the Sellers, Cohl and the Companies Transferee and the consummation by them 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 Buyer Transferor or its Affiliates affiliates and restrictions on transfers that may be imposed by Applicable Laws) on the Purchased Interests Transferee Stock or any Equity Interests equity interests of any CPI Company 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 Sellers or the CPI Companies Transferee under, or (iii) result in the creation of an Encumbrance encumbrance upon any asset of the CPI Companies Transferee pursuant to: (A) Applicable Lawapplicable law, (B) any Permit (including liquor licenses)permit, (C) the limited liability charters or bylaws of the CPI CompaniesTransferee, or (D) any instrument or other agreement to which the Sellers or the Companies are Transferee is a party or by which any of them or any of their its assets are bound or affected. The Purchased Interests newly issued restricted shares of the Transferee’s Common Stock are transferable and assignable to Buyer 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 person with respect of any of the Purchased Interests Transferee Stock or the Business other than as disclosed on Schedule 3.1(b)(iii)business.