Common use of No Conflict; Government Authorizations Clause in Contracts

No Conflict; Government Authorizations. (a) Except as set forth in Section 4.3(a) of the Disclosure Schedule, the execution and delivery of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (with or without notice or lapse of time, or both), conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Encumbrance (except for Permitted Encumbrances) upon any of the Purchased Assets or properties or assets of the Purchased Entities under, any provision of (i) the certificate of incorporation, articles of association, joint venture contract or agreement, by-laws or other organizational or governing documents of any Seller or any Purchased Entity, (ii) any Material Contract, or any Contract (other than a Purchased Contract) that relates to any Seller’s ownership of or ability to transfer any Purchased Assets, or (iii) any Permit, Governmental Order or, subject to the matters described in clauses (i) and (ii) of Section 4.3(b), Law applicable to the Purchased Assets, the Purchased Entities or the property or assets of the Purchased Entities, other than, in the case of clauses (ii) and (iii) above, any such conflicts, violations, defaults, rights or Encumbrances that would not interfere in any material respect with the conduct of the Business as presently conducted by the Sellers and the Purchased Entities or result in any material (A) fine, (B) penalty or (C) other Loss to the Business or the Purchased Entities.

No Conflict; Government Authorizations. (a) Except as set forth in Section 4.3(a3.3(a) of the Disclosure Schedule, the execution and delivery of this Agreement and the Ancillary Agreements do does not, and the consummation of the transactions contemplated hereby and thereby will not (with or without notice or lapse of time, or both), conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Encumbrance (except for Permitted Encumbrances) upon any of the Purchased Assets or properties or assets of the Purchased Entities Companies or any of their Subsidiaries under, any provision of (i) the certificate of incorporation, articles of association, joint venture contract or agreement, by-laws or other organizational or governing documents of Honeywell, Sellers, any Seller of the Companies or any Purchased Entitythe Subsidiaries of the Companies, (ii) any Material ContractContract to which any of Honeywell, Sellers, the Companies or any Contract (other than a Purchased Contract) that relates to any Seller’s ownership the Subsidiaries of the Companies are party or ability to transfer any Purchased Assets, by which they are bound or (iii) any Permit, Governmental Order or, subject to the matters described in clauses (i) and (iii)-(iii) of Section 4.3(b3.3(b), Law applicable to the Purchased Assetsany of Honeywell, Sellers, the Purchased Entities Companies or the Subsidiaries of the Companies or their respective property or assets of the Purchased Entitiesassets, other than, in the case of clauses (ii) and (iii) above, any such conflicts, violations, defaults, rights or Encumbrances that would not interfere in any material respect with the conduct of the FTCP Business as presently conducted by the Sellers and the Purchased Entities Companies or their Subsidiaries, or result in any material (Ax) fine, (By) penalty or (Cz) other Loss to the Business or the Purchased EntitiesCompanies and their Subsidiaries.