Common use of No Conflicts; Consents of Third Parties Clause in Contracts

No Conflicts; Consents of Third Parties. (a) None of the execution and delivery by Seller or any of its Subsidiaries of this Agreement and the Seller Documents, the consummation of the transactions contemplated hereby or thereby or compliance by Seller and its Subsidiaries with any of the provisions hereof or thereof will (i) result in the breach of any provision of the certificate or articles of incorporation, by-laws or similar organizational documents of Seller, CP or any Acquired Company; (ii) except as set forth on Schedule 4.5, violate, result in the breach or termination of, or constitute (with or without notice or lapse of time or both) a default or give rise to any right of consent, cancellation, termination or acceleration or right to increase the obligations or otherwise modify the terms under any Business Contract; or (iii) constitute a violation of any Law applicable to Seller or any Acquired Company, except as would not, in the case of clause (ii) only, reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller, CP or any Acquired Company in connection with the execution and delivery of this Agreement or the Seller Documents, the consummation of the transactions contemplated hereby and thereby or the compliance by Seller, CP and Seller’s other Subsidiaries with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any competition or antitrust laws, including (x) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder (the “HSR Act”), (y) comparable requirement in foreign jurisdictions, and (z) Permits required under Environmental Laws, and (ii) other than those referred to in clause (i), such consents, waivers, approvals, Orders, Permits or authorizations of, or declarations or filings with, or notifications to, any Person or Governmental Body the failure of which to be received or made would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to operate the Business after Closing substantially as conducted as of the date hereof or a material adverse effect on the Purchaser’s or Seller’s ability to consummate the transactions contemplated by this Agreement.

No Conflicts; Consents of Third Parties. (ai) None No filing, registration or submission with or notice to, and no permit, authorization, consent or approval of or with (collectively, "Filings and Approvals"), any Governmental Entity is, or will be, necessary for the execution and delivery by Seller or any the Company of its Subsidiaries of this Agreement and the Seller Purchaser Documents, the issuance of the Securities or the consummation by the Company of the transactions contemplated hereby thereby, except: (A) Filings and Approvals with the SEC and the National Association of Securities Dealers (the "NASD"); (B) Filings and Approvals that, if not made or thereby obtained, could not reasonably be expected to have, individually or compliance in the aggregate, a Material Adverse Effect; and (C) Filings and Approvals which have been made or obtained and which are unconditional and in full force and effect. (ii) No consent or approval of any third party is, or will be, necessary for the execution and delivery by Seller and its Subsidiaries with any the Company of the provisions hereof Purchaser Documents, the issuance of the Securities or thereof the consummation by the Company of the other transactions contemplated thereby, except consents or approvals of the SEC and the NASD (including without limitation the making of an additional listing application with Nasdaq with respect to the issuance of the Shares), and except such consents and approvals which have been obtained and which are unconditional and in full force and effect. (iii) Neither the execution, delivery and performance by the Company of the Purchaser Documents, the issuance of the Securities nor the consummation by the Company of the other transactions contemplated by the Purchaser Documents, will (ix) conflict with or result in the any breach of any provision of the certificate of incorporation or articles of incorporation, by-laws or similar organizational documents of Sellerthe Company, CP or any Acquired Company; (iiy) except as set forth on Schedule 4.5, violate, result in the a violation or breach or termination of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of consenttermination, cancellationamendment, termination cancellation or acceleration or right Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to increase which the obligations Company is a party or otherwise modify the terms under any Business Contract; by which its properties or assets are bound, or (iiiz) constitute a violation of assuming that all Filings and Approvals have been made or obtained, violate any Law or any Governmental Order applicable to Seller the Company or any Acquired Companyits properties or assets, except as would not, in the case of clause clauses (iiy) onlyor (z) for violations, breaches or defaults which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Seller, CP or any Acquired Company in connection with the execution and delivery of this Agreement or the Seller Documents, the consummation of the transactions contemplated hereby and thereby or the compliance by Seller, CP and Seller’s other Subsidiaries with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any competition or antitrust laws, including (x) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder (the “HSR Act”), (y) comparable requirement in foreign jurisdictions, and (z) Permits required under Environmental Laws, and (ii) other than those referred to in clause (i), such consents, waivers, approvals, Orders, Permits or authorizations of, or declarations or filings with, or notifications to, any Person or Governmental Body the failure of which to be received or made would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to operate the Business after Closing substantially as conducted as of the date hereof or a material adverse effect on the Purchaser’s or Seller’s ability to consummate the transactions contemplated by this Agreement.

No Conflicts; Consents of Third Parties. (a) None of Except as set forth on Schedule 4.5, the execution and delivery by Seller or any of its Subsidiaries of this Agreement and each of the Seller Documents, the consummation of the transactions contemplated hereby or thereby or and compliance by Seller and its Subsidiaries with any of the provisions hereof or thereof will not: (i) result in the breach of violate any provision of the Company Certificate, the Company Bylaws or the certificate of incorporation or articles of incorporation, by-laws or similar organizational documents bylaws of Seller, CP or any Acquired Company; (ii) except violate or constitute a breach of or a default under, any Material Contract, if such violation, breach or default would reasonably be expected to have a Material Adverse Effect; (iii) contravene or result in a violation of any Law to which the Company or Seller is subject or violate in any material respect, result in a material breach of, or constitute a material default under, any Order by which Seller or the Company is bound or subject; (iv) give rise to the creation of a Lien (other than a Permitted Exception or a Real Property Permitted Exception) upon the Shares or any of the assets of the Company under the terms of any Indebtedness, mortgage, indenture, deed of trust, license, lease, permit, agreement or other instrument or obligation to which Seller or the Company is a party or by which Seller, the Shares, the Company, or any of the assets of the Company is bound; (v) give any person the right to terminate or modify any Material Contract; or (vi) give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify any Permit held by or for the benefit of the Company. (b) Except as required by the HSR Act or as set forth on Schedule 4.5, violate, result in the breach or termination of, or constitute (with or without notice or lapse of time or both) a default or give rise to any right of consent, cancellation, termination or acceleration or right to increase the obligations or otherwise modify the terms under any Business Contract; or (iii) constitute a violation of any Law applicable to Seller or any Acquired Company, except as would not, in the case of clause (ii) only, reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) No no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Authority or, to the Knowledge of Seller, any other Person or Governmental Body is required on the part of Seller, CP Seller or any Acquired the Company in connection with the execution and delivery of this Agreement or the Seller Documents, the consummation of the transactions contemplated hereby and thereby or the compliance by Seller, CP and Seller’s other Subsidiaries Seller or the Company with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any competition or antitrust laws, including (x) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder (the “HSR Act”), (y) comparable requirement in foreign jurisdictions, and (z) Permits required under Environmental Laws, and (ii) other than those referred to in clause (i), such consents, waivers, approvals, Orders, Permits or authorizations of, or declarations or filings with, or notifications to, any Person or Governmental Body Authority the failure of which to be received or made would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to operate the Business after Closing substantially as conducted as of the date hereof or a material adverse effect on the Purchaser’s or Seller’s ability to consummate the transactions contemplated by this AgreementMaterial Adverse Effect.

No Conflicts; Consents of Third Parties. (a) None of the execution and delivery by Seller or any of its Subsidiaries Purchaser of this Agreement and the Seller Purchaser Documents, the consummation of the transactions contemplated hereby or thereby or compliance by Seller and its Subsidiaries Purchaser with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of of, any provision of the certificate or articles of incorporation, by-laws or similar organizational documents of Seller, CP Purchaser or any Acquired Company; (ii) except as set forth on Schedule 4.5conflict with, violate, result in the breach or termination of, or constitute (with or without notice or lapse of time or both) a default or default, give rise to any right of consent, cancellation, termination or acceleration or right to increase the obligations or otherwise modify the terms under, or result in the creation of any Lien on, any material assets of Purchaser, under any Business indenture, mortgage, loan agreement, Contract, lease, license, instrument or other arrangement to which Purchaser is a party or to which any of such assets are subject; or (iii) conflict with or constitute a violation of any material Law applicable to Seller or any Acquired CompanyPurchaser, except as would not, in the case of each of clause (ii) onlyor (iii), as would not reasonably be expected to haveto, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on Purchaser's ability to perform its obligations hereunder. (b) No consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification or report to, any Person or Governmental Body is required on the part of Seller, CP to be obtained or any Acquired Company made by Purchaser in connection with the execution execution, delivery and delivery performance of this Agreement or the Seller Purchaser Documents, the consummation of the transactions contemplated hereby and thereby or the compliance by Seller, CP and Seller’s other Subsidiaries Purchaser with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any competition or antitrust laws, including (x) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976 and the rules and regulations promulgated thereunder (the “HSR Act”), or (y) comparable requirement in foreign jurisdictionsthe EC Competition Regulation, and (z) Permits required under Environmental Laws, if necessary and (ii) other than those referred relating to in clause (i)the HSR Act and the EC Competition Regulation, such consents, waivers, approvals, Orders, Permits or authorizations of, or declarations or filings with, or notifications to, any Person or Governmental Body Body, the failure of which to be received or made would not reasonably be expected to haveto, individually or in the aggregate, have a material adverse effect on the Purchaser’s 's ability to operate the Business after Closing substantially as conducted as of the date hereof or a material adverse effect on the Purchaser’s or Seller’s ability to consummate the transactions contemplated by this Agreementperform its obligations hereunder.

No Conflicts; Consents of Third Parties. (a) None Except as set forth in Section 4.5(a) of the Seller Disclosure Schedule, none of the execution and delivery by Seller or any of its Subsidiaries of this Agreement and by Seller or its Subsidiaries of the Seller Documents, the consummation of the transactions contemplated hereby or thereby or compliance by Seller and Seller, its Subsidiaries or any Acquired Company or Transferred JV with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of of, any provision of the certificate or articles of incorporation, by-laws bylaws or similar organizational documents of Seller, CP its Subsidiaries or any Acquired Company; (ii) except as set forth on Schedule 4.5conflict with, violate, result in the breach or termination of, or constitute (with or without notice or lapse of time or both) a default or default, give rise to any right of consent, cancellation, termination or acceleration or right to increase the obligations or otherwise modify the terms under, or result in the creation of any Lien on, the Purchased Assets or the assets of the Acquired Companies, under any Business indenture, mortgage, loan, agreement, Contract; , lease, license, instrument or (iii) constitute a violation of any Law applicable other arrangement to Seller or which any Acquired CompanyCompany is a party or to which any of Seller and its Subsidiaries is a party with respect to the Business, except as would not, in the case of this clause (ii) only, as would not reasonably be expected to haveto, individually or in the aggregate, have a Material Adverse EffectEffect or a material adverse effect on Seller's ability to perform its obligations hereunder; or (iii) conflict with in any material respect or constitute a material violation of any material Law applicable to Seller, its Subsidiaries or any Acquired Company, except in the case of this clause (iii) as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on Seller's ability to perform its obligations hereunder. (b) No Except as set forth on Section 4.5(b) of the Seller Disclosure Schedule, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification or report to, any Person or Governmental Body is required on the part of to be obtained or made by Seller, CP its Subsidiaries or any Acquired Company in connection with the execution execution, delivery and delivery performance of this Agreement or the Seller Documents, the consummation of the transactions contemplated hereby and thereby or the compliance by Seller, CP and Seller’s other its Subsidiaries or any Acquired Company with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any competition or antitrust laws, including (x) the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated xxxxxxxxxxx xxxxulgated thereunder (the “"HSR Act”), ACT") or (y) comparable requirement in foreign jurisdictionsCouncil Regulation (EEC) No. 4064/89 of the Commission of the European Communities (the "EC COMPETITION REGULATION"), and (z) Permits required under Environmental Lawsif necessary, and (ii) other than those referred relating to in clause (i)the HSR Act and EC Competition Regulation, such consents, waivers, approvals, Orders, Permits or authorizations of, or declarations or filings with, or notifications to, any Person or Governmental Body the failure of which to be received or made would not reasonably be expected to haveto, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to operate the Business after Closing substantially as conducted as of the date hereof Material Adverse Effect or a material adverse effect on the Purchaser’s or Seller’s 's ability to consummate the transactions contemplated by this Agreementperform its obligations hereunder.

No Conflicts; Consents of Third Parties. (a) None Except as set forth in SCHEDULE 3.4(A) of the Disclosure Schedule, the execution and delivery by Seller or any each of its Subsidiaries the Sellers of this Agreement and the Seller other Transaction Documents, the consummation of the transactions contemplated hereby or thereby or thereby, and the compliance by Seller and its Subsidiaries each of the Sellers with any of the provisions hereof or thereof does not and will not (i) conflict with, or result in the breach of of, any provision of the certificate of incorporation or articles of incorporation, by-laws or similar organizational documents of Seller, CP or any Acquired the Company; (ii) except as set forth on Schedule 4.5conflict with, violate, result in the breach or termination of, or constitute (with or without notice or lapse of time or both) a default or give rise to any "takeback" right or right of consent, cancellation, termination or acceleration or right to increase the obligations or otherwise modify the terms thereof under any Business Contract, license, Permit or Order to which the Company or any of the Sellers is a party or by which the Company or any of the Sellers or the properties or assets of any of the Sellers or the Company are bound; or (iii) constitute con stitute a violation of any Law applicable to Seller the Company or any Acquired Company, except as would not, of the Sellers; or (iv) result in the case creation of clause (ii) onlyany Lien upon the properties or assets of the Company or any of the Sellers. Except as set forth on SCHEDULE 3.4 of the Disclosure Schedule, reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) No no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing (other than compliance with the "HSR" (as defined in Section 6.7)) with, or notification to, any Person or Governmental Body is required on the part of Seller, CP the Company or any Acquired Company of the Sellers in connection with the execution and delivery of this Agreement or the Seller other Transaction Documents, the consummation of the transactions contemplated hereby and thereby or the compliance by Sellerany of the Sellers, CP and Seller’s other Subsidiaries with any of the provisions hereof or thereof, except for . (ib) compliance with the applicable requirements of any competition or antitrust laws, including (xExcept as set forth on SCHEDULE 3.4(B) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder (the “HSR Act”), (y) comparable requirement in foreign jurisdictions, and (z) Permits required under Environmental Laws, and (ii) other than those referred to in clause (i), such consents, waivers, approvals, Orders, Permits or authorizations of, or declarations or filings with, or notifications to, any Person or Governmental Body the failure of which to be received or made would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s ability to operate the Business after Closing substantially as conducted as of the date hereof Disclosure Schedule, neither the Company nor any of the Sellers is a party to any agreement, contract or a material adverse effect on covenant limiting the Purchaser’s freedom of the Company or Seller’s ability any of the Sellers to consummate compete in any line of business or with any person or other entity in any geographic region within or outside of the transactions contemplated by this AgreementUnited States of America.

No Conflicts; Consents of Third Parties. (a) None Except as set forth in Section 4.5(a) of the Seller Disclosure Schedule, none of the execution and delivery by Seller or any of its Subsidiaries of this Agreement and by Seller or its Subsidiaries of the Seller Documents, the consummation of the transactions contemplated hereby or thereby or compliance by Seller and Seller, its Subsidiaries or any Acquired Company or Transferred JV with any of the provisions hereof or thereof will (i) conflict with, or result in the breach of of, any provision of the certificate or articles of incorporation, by-laws bylaws or similar organizational documents of Seller, CP its Subsidiaries or any Acquired Company; (ii) except as set forth on Schedule 4.5conflict with, violate, result in the breach or termination of, or constitute (with or without notice or lapse of time or both) a default or default, give rise to any right of consent, cancellation, termination or acceleration or right to increase the obligations or otherwise modify the terms under, or result in the creation of any Lien on, the Purchased Assets or the assets of the Acquired Companies, under any Business indenture, mortgage, loan, agreement, Contract; , lease, license, instrument or (iii) constitute a violation of any Law applicable other arrangement to Seller or which any Acquired CompanyCompany is a party or to which any of Seller and its Subsidiaries is a party with respect to the Business, except as would not, in the case of this clause (ii) only, as would not reasonably be expected to haveto, individually or in the aggregate, have a Material Adverse EffectEffect or a material adverse effect on Seller's ability to perform its obligations hereunder; or (iii) conflict with in any material respect or constitute a material violation of any material Law applicable to Seller, its Subsidiaries or any Acquired Company, except in the case of this clause (iii) as would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on Seller's ability to perform its obligations hereunder. (b) No Except as set forth on Section 4.5(b) of the Seller Disclosure Schedule, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification or report to, any Person or Governmental Body is required on the part of to be obtained or made by Seller, CP its Subsidiaries or any Acquired Company in connection with the execution execution, delivery and delivery performance of this Agreement or the Seller Documents, the consummation of the transactions contemplated hereby and thereby or the compliance by Seller, CP and Seller’s other its Subsidiaries or any Acquired Company with any of the provisions hereof or thereof, except for (i) compliance with the applicable requirements of any competition or antitrust laws, including (x) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder (the “"HSR Act”), ACT") or (y) comparable requirement in foreign jurisdictionsCouncil Regulation (EEC) No. 4064/89 of the Commission of the European Communities (the "EC COMPETITION REGULATION"), and (z) Permits required under Environmental Lawsif necessary, and (ii) other than those referred relating to in clause (i)the HSR Act and EC Competition Regulation, such consents, waivers, approvals, Orders, Permits or authorizations of, or declarations or filings with, or notifications to, any Person or Governmental Body the failure of which to be received or made would not reasonably be expected to haveto, individually or in the aggregate, have a material adverse effect on the Purchaser’s ability to operate the Business after Closing substantially as conducted as of the date hereof Material Adverse Effect or a material adverse effect on the Purchaser’s or Seller’s 's ability to consummate the transactions contemplated by this Agreementperform its obligations hereunder.