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

No Approvals or Notices Required; No Conflict. Neither the execution and delivery of this Agreement nor the performance by EVI or Sub of its obligations hereunder, nor the consummation of the transactions contemplated hereby by EVI and Sub, will (i) conflict with the EVI Certificate or the bylaws of EVI or Sub; (ii) assuming satisfaction of the requirements set forth in clause (iii) below, violate any provision of law applicable to EVI or any of the EVI Subsidiaries; (iii) except for (A) requirements of Federal or state securities laws, (B) requirements arising out of the Hart-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (xxx "XXX Xxx"), (X) xxxuirements of notice filings in such foreign jurisdictions as may be applicable, and (D) the filing of a Certificate of Merger by Sub in accordance with the DGCL, require any consent or approval of, or filing with or notice to, any public body or authority, domestic or foreign, under any provision of law applicable to EVI or any of the EVI Subsidiaries; or (iv) require any consent, approval or notice under, or violate, breach, be in conflict with or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the creation or imposition of any lien, mortgage, pledge, security interest, restriction on transfer, option, charge, right of any third Person or any other encumbrance of any nature (a "Lien") upon any properties, assets or business of EVI or any of the EVI Subsidiaries under, any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument or other agreement or commitment or any order, judgment or decree to which EVI or any of the EVI Subsidiaries is a party or by which EVI or any of the EVI Subsidiaries or any of its or their assets or properties is bound or encumbered, except (A) those that have already been given, obtained or filed and (B) those that, in the aggregate, would not have an EVI MAE.

No Approvals or Notices Required; No Conflict. Neither the execution and delivery of this Agreement nor the performance by EVI Xxxxxxxxxxx or Sub of its obligations hereunder, nor the consummation of the transactions contemplated hereby by EVI Weatherford and Sub, will (i) conflict with the EVI Weatherford Certificate or the bylaws of EVI Xxxxxxxxxxx or Sub; (ii) assuming satisfaction of the requirements set forth in clause (iii) below, violate any provision of law applicable to EVI Xxxxxxxxxxx or any of the EVI Weatherford Subsidiaries; (iii) except for (A) requirements of Federal or state securities laws, (B) requirements arising out of the HartXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 0000 (xxx "XXX Xxx"), (X) xxxuirements requirements of notice filings in such foreign jurisdictions as may be applicable, and (D) the filing of a Certificate of Articles Merger by Sub in accordance with the DGCLWBCL, require any consent or approval of, or filing with or notice to, any public body or authority, domestic or foreign, under any provision of law applicable to EVI Xxxxxxxxxxx or any of the EVI Weatherford Subsidiaries; or (iv) require any consent, approval or notice under, or violate, breach, be in conflict with or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the creation or imposition of any lien, mortgage, pledge, security interest, restriction on transfer, option, charge, right of any third Person or any other encumbrance of any nature (a "Lien") upon any properties, assets or business of EVI Xxxxxxxxxxx or any of the EVI Weatherford Subsidiaries under, any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument or other agreement or commitment or any order, judgment or decree to which EVI Xxxxxxxxxxx or any of the EVI Weatherford Subsidiaries is a party or by which EVI Xxxxxxxxxxx or any of the EVI Weatherford Subsidiaries or any of its or their assets or properties is bound or encumbered, except (A) those that have already been given, obtained or filed and (B) those that, in the aggregate, would not have an EVI MAEa Xxxxxxxxxxx XXX.

No Approvals or Notices Required; No Conflict. Neither the execution and delivery of this Agreement nor the performance by EVI or Sub of its obligations hereunder, nor the consummation of the transactions contemplated hereby by EVI and Sub, will (i) conflict with the EVI Certificate or the bylaws of EVI or Sub; (ii) assuming satisfaction of the requirements set forth in clause (iii) below, violate any provision of law applicable to EVI or any of the EVI Subsidiaries; (iii) except for (A) requirements of Federal or state securities laws, (B) requirements arising out of the Hart-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (xxx "XXX Xxx"), (X) xxxuirements of notice filings in such foreign jurisdictions as may be applicable, and (D) the filing of a Certificate of Merger by Sub in accordance with the DGCLWGCL, require any consent or approval of, or filing with or notice to, any public body or authority, domestic or foreign, under any provision of law applicable to EVI or any of the EVI Subsidiaries; or (iv) require any consent, approval or notice under, or violate, breach, be in conflict with or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the creation or imposition of any lien, mortgage, pledge, security interest, restriction on transfer, option, charge, right of any third Person or any other encumbrance of any nature (a "Lien") upon any properties, assets or business of EVI or any of the EVI Subsidiaries under, any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument or other agreement or commitment or any order, judgment or decree to which EVI or any of the EVI Subsidiaries is a party or by which EVI or any of the EVI Subsidiaries or any of its or their assets or properties is bound or encumbered, except (A) those that have already been given, obtained or filed and (B) those that, in the aggregate, would not have an EVI MAE.

No Approvals or Notices Required; No Conflict. Neither the execution and delivery of this Agreement nor the performance by EVI or Sub of its obligations hereunder, nor the consummation of the transactions contemplated hereby by EVI and Sub, will (i) conflict with the EVI Certificate or the bylaws of EVI or Sub; (ii) assuming satisfaction of the requirements set forth in clause (iii) below, violate any provision of law applicable to EVI or any of the EVI Subsidiaries; (iii) except for (A) requirements of Federal or state securities laws, (B) requirements arising out of the Hart-Xxxxx-Xxxxxx Scott- Rodino Antitrust Improvements Act of 1976 (xxx the "XXX Xxx"), (XC) xxxuirements xxquirements of notice filings in such foreign jurisdictions xxxx xxxxxxx xxxxxxxxxxxns as may be applicable, and (D) the filing of a Certificate of Merger by Sub in accordance with the DGCLWGCL, require any consent or approval of, or filing with or notice to, any public body or authority, domestic or foreign, under any provision of law applicable to EVI or any of the EVI Subsidiaries; or (iv) require any consent, approval or notice under, or violate, breach, be in conflict with or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the creation or imposition of any lien, mortgage, pledge, security interest, restriction on transfer, option, charge, right of any third Person or any other encumbrance of any nature (a "Lien") upon any properties, assets or business of EVI or any of the EVI Subsidiaries under, any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument or other agreement or commitment or any order, judgment or decree to which EVI or any of the EVI Subsidiaries is a party or by which EVI or any of the EVI Subsidiaries or any of its or their assets or properties is bound or encumbered, except (A) those that have already been given, obtained or filed and (B) those that, in the aggregate, would not have an EVI MAE.

No Approvals or Notices Required; No Conflict. Neither Except as set forth in Section 2.1(e) of the Carrollton Disclosure Letter, neither the execution and delivery of this Agreement nor the performance by EVI or Sub Carrollton of its obligations hereunder, nor the consummation of the transactions contemplated hereby by EVI and SubCarrollton, will (i) conflict with the EVI Certificate Carrollton Organizational Documents or the charter or bylaws of EVI or Subthe Carrollton Subsidiary; (ii) assuming satisfaction of the requirements set forth in clause (iii) below, violate any provision of law applicable to EVI Carrollton or any of the EVI SubsidiariesCarrollton Subsidiary; (iii) except for (A) requirements of Federal or state securities laws, (B) requirements arising out of the Hart-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (xxx "XXX Xxx")HSR Act, (XC) xxxuirements requirements of notice filings in such foreign jurisdictions as may be applicable, and (D) the filing of a Certificate articles of Merger by Sub merger in accordance with the LLLC and the DGCL, require any consent or approval of, or filing with or notice to, any public body or authorityGovernmental Entity, domestic or foreign, under any provision of law applicable to EVI Carrollton or any of the EVI SubsidiariesCarrollton Subsidiary; or (iv) require any consent, approval or notice under, or violate, breach, be in conflict with or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the creation or imposition of any lien, mortgage, pledge, security interest, restriction on transfer, option, charge, right of any third Person or any other encumbrance of any nature (a "Lien") lien upon any properties, assets or business of EVI Carrollton or any of the EVI Subsidiaries Carrollton Subsidiary under, any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument instrument, partnership agreement or other agreement or commitment or any order, judgment or decree to which EVI Carrollton or any of the EVI Subsidiaries Carrollton Subsidiary is a party or by which EVI Carrollton or the Carrollton Subsidiary or any of the EVI Subsidiaries or any of its or their assets or properties is bound or encumbered, except (A) those that have already been given, obtained or filed filed, (B) those that are required pursuant to bank loan agreements or leasing arrangements, as set forth in Section 2.1(e) of the Carrollton Disclosure Letter, which will be obtained prior to the Effective Time, and (BC) those that, in the aggregate, would not reasonably be expected to have an EVI MAE.a Material Adverse Effect. No property of Carrollton or the Carrollton Subsidiary is subject to a preferential right to purchase that is applicable to the transactions contemplated by this Agreement