Common use of No Conflict; Consents Clause in Contracts

No Conflict; Consents. Neither the execution and delivery of this Agreement or the Ancillary Agreements to which the Seller, PPPI or the Shareholders are a party nor the consummation or performance of any of the transactions or obligations contemplated hereunder or thereunder by the Seller, PPPI or the Shareholders will (a) contravene, conflict with, or result in a violation of or default under any provision of the Organizational Documents of the Seller or PPPI; (b) contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which the Seller, PPPI or the Shareholders are subject or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Legal Requirement or Order; or (c) except as set forth on Schedule 3.2, violate or conflict with, or result in a default or an event of default under, or give any Person the right to exercise any remedy or impose any additional obligation under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract (x) to which the Seller or PPPI is a party, (y) by which the Seller, PPPI or any of their respective assets is bound or (z) of which the Seller or PPPI is a beneficiary, or result in the imposition or creation of any Lien upon or with respect to any of the assets owned, used, leased or licensed by the Seller or PPPI. No action, consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Body is required to be obtained or made by the Seller or PPPI in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which either the Seller or PPPI is a party or the consummation by the Seller or PPPI of any of the transactions contemplated hereby.

No Conflict; Consents. Neither Except as set forth on Schedule 3.4(a) of the Disclosure Schedule, the execution and delivery of this Agreement by Seller does not, and the performance of the terms of this Agreement and each Related Agreement by Seller will not, directly or the Ancillary Agreements to which the Seller, PPPI indirectly (with or the Shareholders are a party nor the consummation without notice or performance lapse of time): (i) Breach any provision of any of the transactions or obligations contemplated hereunder or thereunder by the organizational documents of Seller, PPPI or the Shareholders will (aii) contraveneBreach or, conflict withto Seller’s Knowledge, or result in a violation of or default under any provision of the Organizational Documents of the Seller or PPPI; (b) contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which the Seller, PPPI or the Shareholders are subject or give any Governmental Body Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements any Related Agreement, or to exercise any remedy, remedy or obtain any relief under or revoke or otherwise modify result in the loss of any rights held benefit under, any such Legal Requirement Requirement, Order or OrderContract to which Seller, the Business or any of the Purchased Assets may be subject; or (ciii) except as set forth on Schedule 3.2contravene, violate or conflict with, with or result in a default material violation or an event Breach of default underany of the terms or requirements of, or give any Person Governmental Authority the right to exercise any remedy or impose any additional obligation underrevoke, or to accelerate the maturity or performance ofwithdraw, or to suspend, cancel, terminate or modify, or result in the loss of any Material Contract benefit under, any Governmental Authorization that is held by Seller and that relates to the Purchased Assets or to the Business; (xiv) to which the Seller or PPPI is a party, (y) by which the Seller, PPPI or Breach any of their respective assets is bound Assumed Contract; or (zv) of which the Seller or PPPI is a beneficiary, or result in the imposition or creation of any Lien Encumbrance (except for any Permitted Encumbrance) upon or with respect to any of the assets ownedPurchased Assets. Except for the consents and filings specified in Schedule 3.4(b) of the Disclosure Schedule, usedor consents the failure of which to obtain would not, leased individually or licensed by in the Seller aggregate, reasonably be expected to be material to the Business, the Purchased Assets or PPPI. No actionAssumed Liabilities, no consent, approval, order filing with or authorization of, registration, declaration or filing withapproval from, or notice to, any Governmental Body Authority or any other Person is required to be obtained or made by the Seller or PPPI in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements Agreement. No Breach of, or event giving rise to which either the Seller any right of termination, amendment or PPPI is a party or the consummation by the Seller or PPPI cancellation of any of Governmental Authorizations material to the transactions contemplated herebyBusiness, Purchased Assets or Assumed Liabilities has occurred.

No Conflict; Consents. Neither the The execution and delivery by Seller of this Agreement or the and each Ancillary Agreements to which the SellerAgreement will not, PPPI or the Shareholders are a party nor and the consummation or performance of any of the transactions or obligations contemplated hereunder or thereunder by hereby and thereby and Seller's compliance with the Seller, PPPI or the Shareholders terms hereof and thereof will (a) contravene, not conflict with, or result in a any violation of or default under (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any provision obligation or to loss of the Organizational Documents a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of the Seller or PPPI; (b) contravene, conflict withany Person under, or result in a violation the creation of or default under any Legal Requirement or Encumbrance upon any Order to which the Seller, PPPI Purchased Asset or the Shareholders are subject or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held Business under, any such Legal Requirement provision of (i) the Restated Certificate of Incorporation or Order; By-laws or other organizational documents of Seller, (cii) except as set forth on Schedule 3.23.03, violate any Assigned Contract which is material to the Business or conflict withthe ability of Seller to consummate the transactions contemplated hereby or by the Ancillary Agreements, or result in a default by which any Purchased Asset is bound; (iii) any judgment, order, writ, injunction, award or an event of default under, decree ("Judgment") or give any Person the right Applicable Law applicable to exercise any remedy or impose any additional obligation under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract (x) to which the Seller or PPPI is a party, (y) by which the Seller, PPPI or any of their respective assets is bound Purchased Asset; or (ziv) of which the Seller or PPPI is a beneficiary, or result in the imposition or creation of any Lien upon or with respect to any of the assets owned, used, leased or licensed by Assigned Permits that is material to the Seller or PPPIBusiness. No action, consent, approval, license, permit, order or authorization ("Consent") of, or registration, declaration or filing with, or notice to, any Governmental Body Authority is required to be obtained or made by the or with respect to Seller or PPPI in connection with the execution, delivery and performance of this Agreement and the or any Ancillary Agreements to which either the Seller or PPPI is a party Agreement or the consummation by the Seller or PPPI of any of the transactions contemplated herebyhereby and thereby, other than (i) those set forth on Schedule 3.03, (ii) those that may be required solely by reason of Buyer's (as opposed to any other Third Party's) participation in the transactions contemplated hereby and by the Ancillary Agreements and (iii) those that, if not obtained or made by Seller, such failure would not be reasonably likely to be or cause a Material Adverse Change.

No Conflict; Consents. Neither The execution, delivery and performance of the execution Transaction Documents and delivery of this Agreement or the Ancillary Agreements to which the Seller, PPPI or the Shareholders are a party nor the consummation of the Contemplated Transactions do not and will not (a) result in any conflict with, or performance a breach or violation, with or without the passage of time and giving of notice, of any of the transactions terms, conditions or obligations contemplated hereunder provisions of, or thereunder by give rise to rights to others (including rights of termination, cancellation or acceleration) under: (i) the SellerCompany, PPPI the Company Subsidiary or the Shareholders will Acquirer’s Articles of Association or Charter Documents (aas defined below); (ii) contraveneany judgment, conflict withinjunction, order, writ, decree or result in ruling of any court or governmental authority, domestic or foreign, to which the Company, the Company Subsidiary or the Acquirer, is subject; (iii) any material contract or agreement, lease, license or commitment to which the Company, the Company Subsidiary or the Acquirer is a violation of party or default under by which it is bound; or (iv) any provision of the Organizational Documents of the Seller or PPPIapplicable law; (b) contraveneresult in the creation of any Encumbrance upon any asset of the Company, conflict withthe Company Subsidiary or the Acquirer or the suspension, revocation, forfeiture, or result in a violation nonrenewal of any permit or default under any Legal Requirement or any Order license applicable to which the SellerCompany, PPPI or the Shareholders are subject or give any Governmental Body or other Person Company Subsidiary and the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Legal Requirement or OrderAcquirer; or (c) except as set forth on Schedule 3.2, violate or conflict with, or result in a default or an event of default under, or give any Person require the right to exercise any remedy or impose any additional obligation under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract (x) to which the Seller or PPPI is a party, (y) by which the Seller, PPPI or any of their respective assets is bound or (z) of which the Seller or PPPI is a beneficiary, or result in the imposition or creation of any Lien upon or with respect to any of the assets owned, used, leased or licensed by the Seller or PPPI. No action, consent, approval, order approval or authorization of, registration, declaration qualification or filing with, or notice toto any Person or any federal, any Governmental Body is required to state, local or foreign governmental authority or regulatory authority or agency, in each case which has not heretofore been obtained or made or will be obtained or made by prior to Closing, except the Seller or PPPI in connection filing of the Restated Articles and the other required notices with the Israeli Registrar of Companies, each of which shall be made as soon as practicable following the Closing, and, if applicable, the Deferred Closing, respectively. “Person” means any natural person, company, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, trust, estate, proprietorship, joint venture, business organization or governmental entity. The execution, delivery and performance of this Agreement the Transaction Documents and the Ancillary Agreements consummation of the Contemplated Transactions do not and will not result in any conflict with, or a breach or violation, with or without the passage of time and giving of notice, of any of the terms, conditions or provisions of, or give rise to rights to others (including rights of termination, cancellation or acceleration) in any material respect under any contract or agreement, lease, license or commitment to which either the Seller or PPPI Parent is a party or the consummation by the Seller which it or PPPI of any of the transactions contemplated herebyTransferred Assets is bound.

No Conflict; Consents. Neither the The execution and delivery by Seller of this Agreement or the and each Ancillary Agreements to which the SellerAgreement will not, PPPI or the Shareholders are a party nor and the consummation or performance of any of the transactions or obligations contemplated hereunder or thereunder by hereby and thereby and Seller’s compliance with the Seller, PPPI or the Shareholders terms hereof and thereof will (a) contravene, not conflict with, or result in a any violation of or default under (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any provision obligation or to loss of the Organizational Documents a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of the Seller or PPPI; (b) contravene, conflict withany Person under, or result in a violation the creation of or default under any Legal Requirement or Encumbrance upon any Order to which the Seller, PPPI Purchased Asset or the Shareholders are subject or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held Business under, any such Legal Requirement provision of (i) the Restated Certificate of Incorporation or Order; By-laws or other organizational documents of Seller, (cii) except as set forth on Schedule 3.23.03, violate any Assigned Contract which is material to the Business or conflict withthe ability of Seller to consummate the transactions contemplated hereby or by the Ancillary Agreements, or result in a default by which any Purchased Asset is bound; (iii) any judgment, order, writ, injunction, award or an event of default under, decree (“Judgment”) or give any Person the right Applicable Law applicable to exercise any remedy or impose any additional obligation under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract (x) to which the Seller or PPPI is a party, (y) by which the Seller, PPPI or any of their respective assets is bound Purchased Asset; or (ziv) of which the Seller or PPPI is a beneficiary, or result in the imposition or creation of any Lien upon or with respect to any of the assets owned, used, leased or licensed by Assigned Permits that is material to the Seller or PPPIBusiness. No action, consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or notice to, any Governmental Body Authority is required to be obtained or made by the or with respect to Seller or PPPI in connection with the execution, delivery and performance of this Agreement and the or any Ancillary Agreements to which either the Seller or PPPI is a party Agreement or the consummation by the Seller or PPPI of any of the transactions contemplated herebyhereby and thereby, other than (i) those set forth on Schedule 3.03, (ii) those that may be required solely by reason of Buyer’s (as opposed to any other Third Party’s) participation in the transactions contemplated hereby and by the Ancillary Agreements and (iii) those that, if not obtained or made by Seller, such failure would not be reasonably likely to be or cause a Material Adverse Change.

No Conflict; Consents. Neither Except as set forth on SCHEDULE 2.4, the execution and delivery of this Agreement or the Ancillary Agreements to which the Sellerby each Seller does not, PPPI or the Shareholders are a party nor and the consummation or performance of any of the transactions or contemplated hereby and performance by such Seller of its obligations contemplated hereunder or thereunder by the Seller, PPPI or the Shareholders will not: (a) contraveneviolate, conflict with, or result in a violation breach by such Seller, or any POC Entity of any term, condition or default under any provision of the Organizational Charter Documents of the such Seller or PPPI; such POC Entity, (b) contraveneviolate, conflict with, or result in a violation breach of any term, condition, or provision of, or constitute a default under any Legal Requirement by such Seller or any Order to which POC Entity (or create an event which, with the Sellergiving of notice or lapse of time or both, PPPI or the Shareholders are subject would constitute such a default) or give rise to any Governmental Body right of termination, cancellation, or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held acceleration under, any agreement, lease, instrument, mortgage, license or franchise to which such Legal Requirement Seller, or Order; any POC Entities is a party, or by which any of their respective properties are bound, (c) except as set forth on Schedule 3.2violate, violate or conflict with, or result in a breach of any term, condition, or provision of, or constitute a default by such Seller or any POC Entity (or create an event which, with the giving of default notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation, or acceleration under, any joint venture agreement with respect to a POC Joint Venture Company, Harwat, or WilPro, (d) result in the creation of any Lien upon any of such Seller's or any POC Entity's respective properties or give to others any interest or right in any of their respective properties, including, but not limited to, a right to purchase any of such properties, or (e) except for applicable requirements of the HSR Act, and as otherwise set forth on SCHEDULE 2.4, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any governmental or regulatory authority. Except as set forth on SCHEDULE 2.4, the failure of any Person not a party hereto to authorize or approve this Agreement will not give any Person the right to exercise any remedy enjoin, rescind or impose any additional obligation under, otherwise prevent or impede the sale of the Schlumberger Equity Interests to Purchaser in accordance with the terms of this Agreement or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract (x) to which the Seller or PPPI is a party, (y) by which the Seller, PPPI or any of their respective assets is bound or (z) of which the Seller or PPPI is a beneficiary, or result claim ownership in the imposition or creation of any Lien upon or with respect to any of the assets owned, used, leased Schlumberger Equity Interests following the Closing or licensed by the Seller or PPPI. No action, consent, approval, order or authorization of, registration, declaration or filing withto obtain damages from, or notice toany other judicial relief against, any Governmental Body is required to be obtained or made by the Seller or PPPI in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which either the Seller or PPPI is Purchaser as a party or the consummation by the Seller or PPPI of any result of the transactions contemplated herebycarried out in accordance with the provisions of this Agreement.

No Conflict; Consents. Neither Except as set forth on Schedule 3.3, the execution execution, delivery and delivery performance by each Seller of this Agreement or the and each Ancillary Agreements Agreement to which the Sellereach Seller is a party, PPPI or the Shareholders are a party nor and the consummation or performance of any by each Seller of the transactions contemplated hereby and thereby does not and will not, with or obligations contemplated hereunder or thereunder by without the Seller, PPPI giving of notice or the Shareholders will lapse of time, or both, (a) contraveneviolate any provision of any Law or Governmental Order to which any Seller, conflict withthe Company or Subsidiary is subject, or result in a violation of or default under (b) violate any provision of the Organizational Documents of the Seller Company or PPPI; (b) contraveneSubsidiary, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which the Seller, PPPI or the Shareholders are subject or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Legal Requirement or Order; or (c) except as set forth on Schedule 3.2, 3.3 ,violate or conflict withresult in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice, or both, constitute a default) under, or require the consent of any third party under, or result in a default or an event permit the termination or amendment of default underany provision of, or give any Person result in or permit the right to exercise any remedy or impose any additional obligation under, or to accelerate acceleration of the maturity or cancellation of performance of, or to cancel, terminate or modify, of any Material Contract (x) to which the Seller or PPPI is a party, (y) by which the Seller, PPPI or any of their respective assets is bound or (z) of which the Seller or PPPI is a beneficiaryobligation under, or result in the creation or imposition or creation of any Lien Encumbrance of any nature whatsoever upon or with respect to any of the assets ownedof any Seller, usedthe Company or Subsidiary or give to others any interests or rights therein under, leased any Contract or licensed Permit to which any Seller, the Company or Subsidiary is a party or by which any Seller, the Seller Company or PPPISubsidiary may be bound or affected. No actionExcept as set forth on Schedule 3.3, no consent, approval, order or authorization of, registrationor exemption by, declaration or filing with, any Authority or notice to, any Governmental Body other Person is required to be obtained or made by any Seller, the Seller Company or PPPI Subsidiary in connection with the execution, delivery delivery, and performance by Sellers of this Agreement and the or any Ancillary Agreements Agreement to which either the any Seller or PPPI is a party party, or the consummation taking by any Seller, the Seller Company or PPPI Subsidiary of any of the transactions other action contemplated herebyhereby or thereby.

No Conflict; Consents. Neither Except as set forth on Schedule 3.3, the execution execution, delivery and delivery performance by each Seller of this Agreement or the and each Ancillary Agreements Agreement to which the Sellereach Seller is a party, PPPI or the Shareholders are a party nor and the consummation or performance of any by each Seller of the transactions contemplated hereby and thereby does not and will not, with or obligations contemplated hereunder or thereunder by without the Seller, PPPI giving of notice or the Shareholders will lapse of time, or both, (a) contraveneviolate any provision of any Law or Governmental Order to which any Seller, conflict withthe Company or Subsidiary is subject, or result in a violation of or default under (b) violate any provision of the Organizational Documents of the Seller Company or PPPI; (b) contraveneSubsidiary, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which the Seller, PPPI or the Shareholders are subject or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Legal Requirement or Order; or (c) except as set forth on Schedule 3.23.3, violate or conflict withresult in a breach of or constitute a default (or an event which might, with the passage of time or the giving of notice, or both, constitute a default) under, or require the consent of any third party under, or result in a default or an event permit the termination or amendment of default underany provision of, or give any Person result in or permit the right to exercise any remedy or impose any additional obligation under, or to accelerate acceleration of the maturity or cancellation of performance of, or to cancel, terminate or modify, of any Material Contract (x) to which the Seller or PPPI is a party, (y) by which the Seller, PPPI or any of their respective assets is bound or (z) of which the Seller or PPPI is a beneficiaryobligation under, or result in the creation or imposition or creation of any Lien Encumbrance of any nature whatsoever upon or with respect to any of the assets ownedof any Seller, usedthe Company or Subsidiary or give to others any interests or rights therein under, leased any Contract or licensed Permit to which any Seller, the Company or Subsidiary is a party or by which any Seller, the Seller Company or PPPISubsidiary may be bound or affected. No actionExcept as set forth on Schedule 3.3, no consent, approval, order or authorization of, registrationor exemption by, declaration or filing with, any Authority or notice to, any Governmental Body other Person is required to be obtained or made by any Seller, the Seller Company or PPPI Subsidiary in connection with the execution, delivery delivery, and performance by Sellers of this Agreement and the or any Ancillary Agreements Agreement to which either the any Seller or PPPI is a party party, or the consummation taking by any Seller, the Seller Company or PPPI Subsidiary of any of the transactions other action contemplated herebyhereby or thereby.

No Conflict; Consents. Neither (a) Except as set forth in Section 2.4(a) of the Seller Disclosure Schedule, the execution and delivery by the Company of this Agreement or the Ancillary Agreements and each other Transaction Document to which it will be a party, the Sellerperformance by the Company under this Agreement and each such Transaction Document, PPPI or the Shareholders are a party nor and the consummation or performance of any of the transactions contemplated hereby and thereby, will not (i) violate or obligations contemplated hereunder conflict with any Organizational Document of the Company, (ii) violate or thereunder by conflict with any Law applicable to the Seller, PPPI Company or any of its assets or properties or the Shareholders will Shares, (aiii) contravenewith or without the passage of time or the giving of notice, or both, violate, conflict withwith or result in a breach of the terms or conditions or provisions of, or constitute a default (or an event which might, with the passage of time or the giving of notice or both, constitute a default) under, or result in or give rise to a violation right of termination, modification, acceleration or default under cancellation of any provision of the Organizational Documents of the Seller or PPPI; (b) contraveneobligation under, conflict with, or result in a violation of or default under any Legal Requirement or any Order Contract to which the Seller, PPPI Company is a Party or by which any of its assets or properties or the Shareholders Shares are subject bound, (iv) result in the creation or imposition of any Lien upon any of the assets or properties of the Company or upon the Shares (other than any Liens arising due to actions of Purchaser) or (v) result in the termination, suspension, revocation, impairment, forfeiture, nonrenewal or other adverse modification of any Company Permit or give any Governmental Body or other Person Authority the right to challenge revoke, suspend, modify or terminate any of Company Permit. Notwithstanding the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedyforegoing, obtain any relief under or revoke or otherwise modify any rights held under, any such Legal Requirement or Order; or (c) except as set forth on Schedule 3.2, violate or conflict with, or result in a default or an event of default under, or give any Person the right to exercise any remedy or impose any additional obligation under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract (x) to which the Seller or PPPI is a party, (y) by which the Seller, PPPI or any of their respective assets is bound or (z) of which the Seller or PPPI is a beneficiary, or result in the imposition or creation of any Lien upon or solely with respect to any consent to assignment that would be required to assign a Contract to CloudCo under the Contribution Agreement, on or before the Allocation Date the Company or Seller may deliver to Purchaser an updated Section 2.4(a) of the assets ownedSeller Disclosure Schedule with respect to the foregoing clause (iii), usedsolely to add any such consents, leased or licensed by and such update shall be deemed to have been made and modify such representation for all purposes under this Agreement as of the Seller or PPPI. No action, consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Body is required to be obtained or made by the Seller or PPPI in connection with the execution, delivery and performance date of this Agreement and the Ancillary Agreements to which either the Seller or PPPI is a party or the consummation by the Seller or PPPI of any of the transactions contemplated herebyAgreement.

No Conflict; Consents. Neither The execution, delivery and performance by the execution and delivery Seller of this Agreement or and the Ancillary Agreements other Transaction Documents to which the Seller, PPPI or the Shareholders are Seller is a party nor and the consummation or performance of any of the transactions or obligations contemplated hereunder or thereunder by the Seller, PPPI or the Shareholders hereby and thereby do not and will not: (a) contraveneviolate or result in a violation of, conflict with, with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit under any provision of the Organizational Documents of the Seller or PPPISeller’s Governing Documents; (b) contraveneviolate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any Law, or any Governmental Order of, or any restriction imposed by, any Governmental Body applicable to the Seller; (c) require from the Seller any notice to, declaration or filing with, or consent or approval of any Governmental Body or other third party; (d) violate or result in a violation of, or conflict with or constitute or result in a violation of or default under any Legal Requirement (whether after the giving of notice, lapse of time or any Order to which the Seller, PPPI or the Shareholders are subject or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held both) under, accelerate any such Legal Requirement or Order; or (c) except as set forth on Schedule 3.2, violate or conflict with, or result in a default or an event of default obligation under, or give any Person the rise to a right to exercise any remedy or impose any additional obligation under, or to accelerate the maturity or performance of termination of, any material contract, agreement, permit, license, authorization or to cancel, terminate or modify, any Material Contract (x) other obligation to which the Seller or PPPI is a party, (y) party or by which the Seller, PPPI or any of their respective assets is bound or (z) of which the Seller or PPPI is its assets are bound, except as would be reasonably likely to have a beneficiary, material adverse effect on the Seller’s ability to consummate the transactions contemplated hereby; or (e) result in the creation or imposition or creation of any Lien upon Encumbrance on the Shares on any properties or with respect to any assets of the assets owned, used, leased or licensed by the Seller or PPPIAcquired Companies. No action, consent, approval, order or authorization ofPermit, registrationGovernmental Order, declaration or filing with, or notice to, any Governmental Body is required to be obtained or made by the Seller or PPPI in connection with the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements each other Transaction Document to which either the Seller or PPPI is a party or and the consummation by the Seller or PPPI of any of the transactions contemplated herebyhereby and thereby.

No Conflict; Consents. Neither the execution and delivery by Parent or Seller of this Agreement or and the Ancillary Agreements to which the Sellerother agreements, PPPI or the Shareholders are a party documents and instruments contemplated hereby, nor the consummation by Parent or performance of any Seller of the transactions in accordance with the terms hereof and thereof, conflicts with or obligations contemplated hereunder or thereunder by the Seller, PPPI or the Shareholders will (a) contravene, conflict with, or result results in a violation breach of or default under any provision provisions of the Organizational Documents of Parent or Seller. Except as set forth on Schedule 2.2 of Seller Disclosure Schedule and assuming the consents, approvals and authorizations set forth in Schedule 3.3 of the Buyer Disclosure Schedule are obtained and are in full effect and notices set forth in Schedule 3.3 of the Buyer Disclosure Schedule have been duly given, none of the execution, delivery or the performance by Parent or Seller of this Agreement and the other agreements, documents and instruments contemplated hereby, nor the consummation by transactions contemplated hereby: (a) results in the creation or PPPIimposition of any Lien on any of the property held by Parent or Seller; (b) contravenerequires consent to assignment or otherwise, conflict with, or as a result in a violation of or default under any Legal Requirement or any Order to which the Seller, PPPI or the Shareholders are subject or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement hereby (including to maintain in full force and effect any of the Material Contracts (as defined in Section 2.10) as a result of the transactions contemplated hereby), violates, or conflicts with, or results (or will violate, conflict with or result) in a breach of any provision of, or constitutes a default (or an event that, with or without notice or lapse of time or both, would constitute a default) or gives rise to any right of termination, cancellation or acceleration, change of control rights, modification, notification, enhancement of rights of third parties, revocation of grant of rights or assets, placement into or release from escrow of any assets of Parent or Seller or acceleration of any right or obligation of Parent or Seller or a loss of any benefit to which Parent or Seller is entitled under any of the Ancillary Agreements terms, conditions or to exercise provisions of any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Legal Requirement or OrderMaterial Contract; or (c) except as set forth on Schedule 3.2violates any order, violate writ, injunction, decree, statute, law, rule or conflict withregulation applicable to Parent or Seller, or result in a default or an event of default under, or give requires any Person the right to exercise filing with any remedy or impose any additional obligation under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract (x) to which the Seller or PPPI is a party, (y) by which the Seller, PPPI or any of their respective assets is bound or (z) of which the Seller or PPPI is a beneficiary, or result in the imposition or creation of any Lien upon or with respect to any of the assets owned, used, leased or licensed by the Seller or PPPI. No action, consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Body is required to be obtained or made by the Seller or PPPI in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which either the Seller or PPPI is a party or the consummation by the Seller or PPPI of any of the transactions contemplated herebyPerson.

No Conflict; Consents. Neither The execution, delivery and performance by such Purchaser of each of the execution and delivery of this Agreement or the Ancillary Agreements Documents to which the Seller, PPPI or the Shareholders are such Purchaser is a party nor and the consummation or performance of any of the transactions or obligations contemplated hereunder or thereunder by the Seller, PPPI or the Shareholders will (a) contravene, conflict with, or result in a violation of or default under any provision of the Organizational Documents of the Seller or PPPI; (b) contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which the Seller, PPPI or the Shareholders are subject or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement such Documents will not (a) result in any violation of the provisions of the Fundamental Documents of such Purchaser, as applicable; (b) except as could not reasonably be expected to adversely affect the ability of such Purchaser to perform its material obligations under the Documents to which such Purchaser is a party (i) conflict with or result in a breach or violation of any of the Ancillary Agreements terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien upon any property or assets of such Purchaser pursuant to, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which such Purchaser is a party or by which such Purchaser is bound or to exercise which any remedyof the property or assets of such Purchaser is subject or (ii) result in any violation of any statute or any judgment, obtain order, decree, rule or regulation of any relief under court or revoke arbitrator or otherwise modify any rights held under, any governmental agency or body having jurisdiction over such Legal Requirement or OrderPurchaser; or (c) except as set forth on Schedule 3.2, violate or conflict with, or result in a default or an event of default under, or give any Person require the right to exercise any remedy or impose any additional obligation under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract (x) to which the Seller or PPPI is a party, (y) by which the Seller, PPPI or any of their respective assets is bound or (z) of which the Seller or PPPI is a beneficiary, or result in the imposition or creation of any Lien upon or with respect to any of the assets owned, used, leased or licensed by the Seller or PPPI. No action, consent, approval, authorization or order or authorization of, registration, declaration or filing or registration with, any such court or notice toarbitrator or governmental agency or body under any such statute, any Governmental Body judgment, order, decree, rule or regulation is required to be obtained or made by the Seller or PPPI in connection with for the execution, delivery and performance by such Purchaser of this Agreement and the Ancillary Agreements Documents to which either the Seller or PPPI such Purchaser is a party or and the consummation by the Seller or PPPI of any of the transactions contemplated by hereby, except for such consents, approvals, authorizations, orders, filings, registrations or qualifications (i) which shall have been obtained or made on or prior to the date hereof, (ii) as may be required under state or foreign securities and blue sky laws and the rules and regulations of the National Association of Securities Dealers, Inc. or (iii) which the failure to obtain the same could not reasonably be expected to adversely affect the ability of such Purchaser to perform its material obligations under the Documents to which such Purchaser is a party.

No Conflict; Consents. Neither Except as set forth on SCHEDULE 3.6, the execution and delivery of this Agreement or the Ancillary Agreements to which the Sellerby Hanover and Purchaser does not, PPPI or the Shareholders are a party nor and the consummation or performance of any of the transactions or contemplated hereby and performance by Hanover and Purchaser of their obligations contemplated hereunder or thereunder by the Seller, PPPI or the Shareholders will not: (a) contraveneviolate, conflict with, with or result in a violation breach by Hanover and Purchaser of any term, condition or default under any provision of the Organizational Documents charter, by-laws or analogous organizational documents of the Seller Hanover or PPPI; Purchaser, (b) contraveneviolate, conflict with, with or result in a violation breach of any term, condition or provision of, or constitute a default under any Legal Requirement by Hanover or any Order to which Purchaser (or create an event which, with the Sellergiving of notice or lapse of time or both, PPPI or the Shareholders are subject would constitute such a default) or give rise to any Governmental Body right of termination, cancellation or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held acceleration under, any such Legal Requirement material agreement, lease, instrument, mortgage, license or Order; franchise to which Hanover or Purchaser is a party, or by which any of their respective properties are bound, (c) result in the creation of any Lien in an amount greater than $5 million upon any of Hanover's or Purchaser's respective properties or give to others any interest or right in any of their respective properties, including, but not limited to, a right to purchase any of such properties, or (d) except for applicable requirements of the HSR Act, and as otherwise set forth on SCHEDULE 3.6, require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any governmental or regulatory authority. Except as set forth on Schedule 3.2SCHEDULE 3.6, violate the failure of any Person not a party hereto to authorize or conflict with, or result in a default or an event of default under, or approve this Agreement will not give any Person the right to exercise any remedy enjoin, rescind or impose any additional obligation under, otherwise prevent or to accelerate impede the maturity or performance of, or to cancel, terminate or modify, any Material Contract (x) to which sale of the Seller or PPPI is a party, (y) by which the Seller, PPPI POC Shares or any of their respective assets is bound or (z) of which the Seller or PPPI is a beneficiary, or result POC Company to Purchaser in the imposition or creation of any Lien upon or with respect to any of the assets owned, used, leased or licensed by the Seller or PPPI. No action, consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Body is required to be obtained or made by the Seller or PPPI in connection accordance with the execution, delivery and performance terms of this Agreement and the Ancillary Agreements or to which either the obtain damages from, or any other judicial relief against, Seller or PPPI is as a party or the consummation by the Seller or PPPI of any result of the transactions contemplated herebycarried out in accordance with the provisions of this Agreement.

No Conflict; Consents. Neither (a) Except as set forth in Section 3.3(a) of the Disclosure Schedule, the execution and delivery by the Company of this Agreement or and the Ancillary Agreements other Transaction Documents to which the SellerCompany is a party, PPPI or and the Shareholders are a party nor performance by the consummation or performance of any Acquired Companies of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof, do not and will not (i) violate, conflict with or obligations contemplated hereunder result in a default (whether after the giving of notice, lapse of time or thereunder both) under, give rise to a right of termination of, or require any notice or approval under, any Material Contract to which any Acquired Company is a party or by the Sellerwhich any Acquired Company’s assets are bound, PPPI or the Shareholders will (aii) contravene, conflict with, or result in a any violation of or default under of, any provision of the Organizational Governing Documents of the Seller or PPPIany Acquired Company; (biii) contravene, conflict with, violate or result in a violation of of, or constitute a default under (whether after the giving of notice, lapse of time or both), any Legal Requirement provision of any Law, or any Governmental Order to which the Sellerof, PPPI or the Shareholders are subject or give any restriction imposed by, any Governmental Body or other Person the right applicable to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedyAcquired Company, obtain any relief under or revoke or otherwise modify any rights held under, any such Legal Requirement or Order; or (civ) except as set forth on Schedule 3.2in Section 3.3(a) of the Disclosure Schedule, violate require the consent, notice, approval or other action by any Person under, conflict with, or result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or give create in any Person party the right to exercise any remedy accelerate, terminate, modify or impose any additional obligation under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, cancel any Material Contract (x) to which the Seller or PPPI any Acquired Company is a party, (y) party or by which the Seller, PPPI any Acquired Company is bound or to which any of their respective properties and assets is bound are subject or any material Permit affecting the properties, assets or business of the Acquired Companies; or (zv) of which the Seller or PPPI is a beneficiary, or result in the creation or imposition or creation of any Lien upon Encumbrance other than Permitted Encumbrances on any properties or with respect to any assets of the assets ownedAcquired Companies, usedexcept, leased in the case of clauses (ii) and (iii), for any such conflicts, defaults or licensed by the Seller or PPPI. No actionviolations that have not had, consentand would not reasonably be expected to have, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Body is required to be obtained or made by the Seller or PPPI in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which either the Seller or PPPI is a party or the consummation by the Seller or PPPI of any of the transactions contemplated herebyMaterial Adverse Effect.

No Conflict; Consents. Neither the execution and delivery of this Agreement or the Ancillary Agreements to which the Seller, PPPI or the Shareholders are a party nor the consummation or performance of any of the transactions or obligations contemplated hereunder or thereunder by the Seller, PPPI or the Shareholders will (a) contravene, conflict with, or result in a violation of or default under any provision of the Organizational Documents of the Seller or PPPI; (b) contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which the Seller, PPPI or the Shareholders are subject or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Legal Requirement or Order; or (c) except as set forth on Schedule 3.2, violate or conflict with, or result in a default or an event of default under, or give any Person the right to exercise any remedy or impose any additional obligation under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract (x) to which the Seller or PPPI is a party, (y) by which the Seller, PPPI or any of their respective assets is bound or (z) of which the Seller or PPPI is a beneficiary, or result in the imposition or creation of any Lien upon or with respect to any of the assets owned, used, leased or licensed by the Seller or PPPI. No action, consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Body is required to be obtained or made by the Seller or PPPI in connection with the The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which either it is a party, and the Seller consummation of the transactions contemplated hereby and thereby, including the Merger, do not and will not, with or PPPI without the giving of notice or the lapse of time, or both: (i) subject to, in the case of the Merger, obtaining the Company Stockholder Approval, contravene, conflict with or result in a violation or breach of, or default under, any Company Organizational Documents or any resolution adopted by the stockholders or equityholders, the board of directors (or similar governing body) or any committee of the board of directors (or similar governing body) of any Company Entity; (ii) subject to, in the case of the Merger, obtaining the Company Stockholder Approval, contravene, conflict with or result in a violation or breach of any provision of any applicable Law, Permit or Governmental Order applicable to the Company, or give any Governmental Authority or other Person the right to challenge the Merger or any of the Transactions or to exercise any remedy or obtain any relief under any applicable Law or Governmental Order to which any Company Entity, or any of the assets owned or used by any Company Entity, is subject; (iii) subject to any filings, notices or consents referenced in the following clause, contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any authorization of any Governmental Authority that is held by any Company Entity or that otherwise relates to the business of any Company Entity or to any of the assets owned or used by any Company Entity; (iv) require the consent or notice by any Person under, contravene, violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or give rise to a right of termination, cancellation, modification, acceleration or amendment under, any Company Material Contract or any Permit to which any of the Company Entities is a party or (v) result in the consummation by creation or imposition of any Lien other than Permitted Liens on any properties or assets of any Company Entity, except, with respect to the Seller foregoing clauses (ii), (iii), (iv) and (v), as would not reasonably be expected to be material to the Company Entities, taken as a whole, and would not reasonably be expected to have the effect of preventing, delaying, making illegal or PPPI of otherwise interfering with, the Merger or any of the transactions contemplated herebyTransactions.

No Conflict; Consents. Neither (a) Provided that all consents, declarations, orders, approvals, authorizations, actions, filings and notifications described in Section 3.03(b) have been obtained or made and except as set forth on Section 3.03(a) of the execution Disclosure Schedule, the execution, delivery and delivery performance by Seller of this Agreement does not, the execution, delivery and performance by Seller or its Subsidiaries of the Ancillary Transaction Agreements to which it or its applicable Subsidiary is specified to be a party will not, and the Sellerconsummation of the Closing by Seller will not (i) violate or conflict with the certificate of incorporation, PPPI bylaws or similar organizational documents, including in each case, any amendments thereto (each an “Organizational Document”) of any member of the Seller Group, (ii) conflict with or violate any Law or Governmental Order applicable to the Distribution Business or the Shareholders are Purchased Assets, or (iii) conflict with, result in any breach of, or constitute a party nor default (or event which, with the consummation giving of notice or performance lapse of time, or both, would become a default) under, result in a loss of any of the transactions or obligations contemplated hereunder or thereunder by the Seller, PPPI or the Shareholders will (a) contravene, conflict withbenefit under, or result in the creation or imposition of a violation of or default under any provision of Lien (other than Permitted Liens) upon the Organizational Documents of Purchased Assets pursuant to, require the Seller or PPPI; (b) contravene, conflict withconsent under, or result in a violation require notice under or pursuant to, or require the payment of any additional fee, penalty or default under amount under, any Legal Requirement Material Contract or any Order to which the SellerMaterial Permit, PPPI or the Shareholders are subject or give any Governmental Body Person any right of termination, amendment, acceleration or other Person cancellation of, any Purchased Asset or Assumed Permit, except in the right case of clauses (ii) and (iii), for any such conflicts, violations, breaches or defaults as (x) would not reasonably be expected to challenge any be material to the Distribution Business, Purchased Assets, or Assumed Liabilities and (y) would not reasonably be expected, individually or in the aggregate, to prevent or materially delay the ability of the transactions contemplated by Seller to perform its obligations under this Agreement or the Ancillary Agreements or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Legal Requirement or Order; or (c) except as set forth on Schedule 3.2, violate or conflict with, or result in a default or an event of default under, or give any Person consummate the right to exercise any remedy or impose any additional obligation under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract (x) to which the Seller or PPPI is a party, (y) by which the Seller, PPPI or any of their respective assets is bound or (z) of which the Seller or PPPI is a beneficiary, or result in the imposition or creation of any Lien upon or with respect to any of the assets owned, used, leased or licensed by the Seller or PPPI. No action, consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Body is required to be obtained or made by the Seller or PPPI in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which either the Seller or PPPI is a party or the consummation by the Seller or PPPI of any of the transactions contemplated herebyTransactions.

No Conflict; Consents. Neither the execution and delivery of this Agreement or the Ancillary Agreements to which the Seller, PPPI or the Shareholders are a party nor the consummation or performance of any of the transactions or obligations contemplated hereunder or thereunder by the Seller, PPPI or the Shareholders will (a) contravene, conflict with, or result in a violation of or default under any provision of the Organizational Documents of the Seller or PPPI; (b) contravene, conflict with, or result in a violation of or default under any Legal Requirement or any Order to which the Seller, PPPI or the Shareholders are subject or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Legal Requirement or Order; or (c) except as set forth on Schedule 3.2, violate or conflict with, or result in a default or an event of default under, or give any Person the right to exercise any remedy or impose any additional obligation under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Material Contract (x) to which the Seller or PPPI is a party, (y) by which the Seller, PPPI or any of their respective assets is bound or (z) of which the Seller or PPPI is a beneficiary, or result in the imposition or creation of any Lien upon or with respect to any of the assets owned, used, leased or licensed by the Seller or PPPI. No action, consent, approval, order or authorization of, registration, declaration or filing with, or notice to, any Governmental Body is required to be obtained or made by the Seller or PPPI in connection with the The execution, delivery and performance by each of Holdings and the Company, as applicable, of this Agreement and the Ancillary Agreements to which either such entity is a party, and the Seller consummation of the Transactions, do not and will not: (i) conflict with or PPPI result in a violation or breach of, or default under, any provision of the Holdings Organizational Documents or Company Organizational Documents, as applicable; (ii) assuming the making of all filings and notifications as may be required in connection with the transactions described herein under the HSR Act and any foreign antitrust, merger control, or competition laws (collectively with the HSR Act, the “Antitrust Laws”) and the receipt of all approvals, consents, authorizations, clearances, and waiting period expirations or terminations as may be required in connection with the transactions described herein under the Antitrust Laws, conflict with or result in a violation or breach of any provision of any applicable Law or Governmental Order applicable to any Company Entity; (iii) except as set forth in Section 4.03(a) of the Company Disclosure Schedules, require the consent, permit, clearance, approval, acknowledgement, authorization, waiver or notice by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which any Company Entity is a party or by which any Company Entity is bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the consummation by properties, assets or Business; or (iv) result in the Seller creation or PPPI imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of any Company Entity, except with respect to the transactions contemplated herebyforegoing clauses (ii), (iii), and (iv) as would not reasonably be expected to have a Material Adverse Effect.