Common use of No Conflicts or Approvals Clause in Contracts

No Conflicts or Approvals. (a) Except as set forth on Schedule 3.7, the execution, delivery and performance by the Sellers of this Agreement and the Transaction Agreements and the consummation by the Sellers of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Sellers of the organizational documents of any of the Sellers, the Sold Companies or the Subsidiaries, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Sellers, the Sold Companies or the Subsidiaries (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance, other than Permitted Encumbrances, upon any of the properties or assets of any of the Sellers, the Sold Companies, the Subsidiaries or on the Shares or the Separate Assets under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Sellers, the Sold Companies or the Subsidiaries or any of their respective properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Sellers, the Sold Companies or the Subsidiaries or any of their respective properties or assets or (iv) except for applicable requirements of the HSR Act, the EC Merger Regulation and any other Competition/Investment Law, require any Governmental Approval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to have a Sold Company Material Adverse Effect or a material adverse effect on the ability of any of the Sellers to consummate the transactions contemplated by this Agreement. (b) Except as set forth on Schedule 3.7, to the Knowledge of the Sellers, the execution, delivery and performance by the Sellers of this Agreement and the Transaction Agreements and the consummation by the Sellers of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Venture Entities of the organizational documents of any of the Venture Entities, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Venture Entities (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance, other than Permitted Encumbrances, upon any of the properties or assets of any of the Venture Entities or on the Venture Interests under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Venture Entities or any of their respective properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Venture Entities or any of their respective properties or assets or (iv) except for applicable requirements of the HSR Act, the EC Merger Regulation and any other Competition/Investment Law, require any Governmental Approval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to have a Sold Company Material Adverse Effect or a material adverse effect on the ability of any of the Sellers to consummate the transactions contemplated by this Agreement.

No Conflicts or Approvals. (a) Except as set forth on Schedule 3.7, the The execution, delivery and performance by the Sellers Buyer of this Agreement and the Transaction Agreements to which the Buyer is a party and the consummation by the Sellers Buyer of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Sellers Buyer of the organizational documents of any of the Sellers, the Sold Companies or the SubsidiariesBuyer, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Sellers, the Sold Companies or the Subsidiaries Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation consent, cancellation, acceleration, increased Liabilities or acceleration fees, or right to increase the obligations or otherwise modify the terms under, or result in the creation of any EncumbranceLien, other than Permitted EncumbrancesLiens, upon any of the properties properties, rights or assets of any of the Sellers, the Sold Companies, the Subsidiaries Buyer or on the Shares or the Separate Assets under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of such properties, rights or assets are subject under, any Contract to which the Sellers, the Sold Companies or the Subsidiaries Buyer or any of their respective properties its properties, rights or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Sellers, the Sold Companies or the Subsidiaries or any of their respective properties or assets or (iv) except for applicable requirements of the HSR Act, the EC Merger Regulation and any other Competition/Investment Law, require any Governmental Approval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to have a Sold Company Material Adverse Effect or a material adverse effect on the ability of any of the Sellers Buyer to consummate the transactions contemplated by this Agreement, or (iii) subject to the receipt of the requisite approvals referred to on SCHEDULE 4.3(b), conflict with or violate any Governmental Order or Law applicable to the Buyer or any of its properties, rights or assets. (b) Except as set forth on Schedule 3.7SCHEDULE 4.3(b), no Consent is required to be obtained, filed or delivered by the Knowledge Buyer for the consummation by the Buyer of the Sellers, the execution, delivery and performance transactions contemplated by the Sellers of this Agreement and the Transaction Agreements and that if not obtained, filed or delivered, as the consummation by the Sellers of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Venture Entities of the organizational documents of any of the Venture Entities, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Venture Entities (or create an event which, with notice or lapse of time or bothcase may be, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance, other than Permitted Encumbrances, upon any of the properties or assets of any of the Venture Entities or on the Venture Interests under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Venture Entities or any of their respective properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Venture Entities or any of their respective properties or assets or (iv) except for applicable requirements of the HSR Act, the EC Merger Regulation and any other Competition/Investment Law, require any Governmental Approval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to have a Sold Company Material Adverse Effect or a material adverse effect on the ability of any of the Sellers Buyer to consummate the transactions contemplated by this AgreementAgreement and the Transaction Agreements.

No Conflicts or Approvals. (a) Except as set forth on Schedule 3.73.10, the execution, delivery and performance by the Sellers Seller of this Agreement and the Transaction Agreements and the consummation by the Sellers Seller of the transactions contemplated hereby and thereby do does not and will not (i) violate, conflict with or result in a breach by Seller, the Company or any of the Sellers Company's Subsidiaries of the their respective organizational documents of any of the Sellers, the Sold Companies or the Subsidiariesdocuments, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the SellersSeller, the Sold Companies Company or the Company's Subsidiaries (or create an event which, with notice or lapse of time or both, would constitute a default) under, or require any consent or other action by any Person under, or give rise to any penalty right of termination, cancellation or acceleration under, or result in the creation loss of any Encumbrance, other than Permitted Encumbrances, upon any of the properties or assets of any of the Sellers, the Sold Companies, the Subsidiaries or on the Shares or the Separate Assets a material benefit under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the SellersSeller, the Sold Companies Company or the Company's Subsidiaries or any of their respective properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the SellersSeller, the Sold Companies Company or the Company's Subsidiaries or any of their respective properties or assets or (iv) except for applicable requirements result in the creation of any Encumbrance, other than Permitted Encumbrances, upon any of the HSR Actproperties or assets of Seller, the EC Merger Regulation and Company or any other Competition/Investment Law, require any Governmental Approvalof the Company's Subsidiaries, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually not be material to the Company or in the aggregate, reasonably be expected to have its Subsidiaries taken as a Sold Company Material Adverse Effect or a material adverse effect on whole and would not materially adversely affect the ability of any of the Sellers Seller to consummate the transactions contemplated by this Agreement. (b) Except as set forth on Schedule 3.7, to the Knowledge of the Sellers, the execution, delivery and performance by the Sellers of this Agreement and the Transaction Agreements and the consummation by the Sellers of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Venture Entities of the organizational documents of any of the Venture Entities, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Venture Entities (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance, other than Permitted Encumbrances, upon any of the properties or assets of any of the Venture Entities or on the Venture Interests under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Venture Entities or any of their respective properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Venture Entities or any of their respective properties or assets or (iv) except for applicable requirements of the HSR Act, the EC Merger Regulation and any other Competition/Investment Law, require any Governmental Approval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to have a Sold Company Material Adverse Effect or a material adverse effect on the ability of any of the Sellers to consummate the transactions contemplated by this Agreement.

No Conflicts or Approvals. (a) Except as set forth on Schedule 3.7, the The execution, delivery and performance by the Sellers Buyer of this Agreement and the Transaction Agreements to which the Buyer is a party and the consummation by the Sellers Buyer of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Sellers Buyer of the organizational documents of any of the Sellers, the Sold Companies or the SubsidiariesBuyer, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Sellers, the Sold Companies or the Subsidiaries Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation consent, cancellation, acceleration, increased Liabilities or acceleration fees, or right to increase the obligations or otherwise modify the terms under, or result in the creation of any EncumbranceLien, other than Permitted EncumbrancesLiens, upon any of the properties properties, rights or assets of any of the Sellers, the Sold Companies, the Subsidiaries Buyer or on the Shares or the Separate Assets under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of such properties, rights or assets are subject under, any Contract to which the Sellers, the Sold Companies or the Subsidiaries Buyer or any of their respective properties its properties, rights or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Sellers, the Sold Companies or the Subsidiaries or any of their respective properties or assets or (iv) except for applicable requirements of the HSR Act, the EC Merger Regulation and any other Competition/Investment Law, require any Governmental Approval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to have a Sold Company Material Adverse Effect or a material adverse effect on the ability of any of the Sellers Buyer to consummate the transactions contemplated by this Agreement, or (iii) subject to the receipt of the requisite approvals referred to on SCHEDULE 5.3(B), conflict with or violate any Governmental Order or Law applicable to the Buyer or any of its properties, rights or assets. (b) Except as set forth on Schedule 3.7SCHEDULE 5.3(B), no Consent is required to be obtained, filed or delivered by the Knowledge Buyer for the consummation by the Buyer of the Sellers, the execution, delivery and performance transactions contemplated by the Sellers of this Agreement and the Transaction Agreements and that if not obtained, filed or delivered, as the consummation by the Sellers of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Venture Entities of the organizational documents of any of the Venture Entities, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Venture Entities (or create an event which, with notice or lapse of time or bothcase may be, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance, other than Permitted Encumbrances, upon any of the properties or assets of any of the Venture Entities or on the Venture Interests under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Venture Entities or any of their respective properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Venture Entities or any of their respective properties or assets or (iv) except for applicable requirements of the HSR Act, the EC Merger Regulation and any other Competition/Investment Law, require any Governmental Approval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to have a Sold Company Material Adverse Effect or a material adverse effect on the ability of any of the Sellers Buyer to consummate the transactions contemplated by this AgreementAgreement and the Transaction Agreements.

No Conflicts or Approvals. (a) Except as set forth on Schedule 3.73.8(a), the execution, delivery and performance by the Sellers Seller of this Agreement and the Transaction Agreements and the consummation by the Sellers Seller of the transactions contemplated hereby and thereby do does not and will not (i) violate, conflict with or result in a breach by any Seller of the Sellers of the its organizational documents of any of the Sellers, the Sold Companies or the SubsidiariesConstituent Documents, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Sellers, the Sold Companies or the Subsidiaries Seller (or create an event which, with notice or lapse of time or both, would constitute a default) under, or require any Consent or other action by any Person under, or give rise to any penalty right of termination, cancellation or acceleration under, or result in the creation loss of any Encumbrance, other than Permitted Encumbrances, upon any of the properties or assets of any of the Sellers, the Sold Companies, the Subsidiaries or on the Shares or the Separate Assets a material benefit under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Sellers, the Sold Companies or the Subsidiaries Seller or any of their respective its properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Sellers, the Sold Companies or the Subsidiaries Seller or any of their respective its properties or assets or (iv) except for applicable requirements result in the creation of any Encumbrance, other than Permitted Encumbrances, upon any of the HSR Act, the EC Merger Regulation and any other Competition/Investment Law, require any Governmental Approvalproperties or assets of Seller, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to have a Sold Company Material Adverse Effect or a material adverse effect on not materially adversely affect the ability of any of the Sellers Seller to consummate the transactions contemplated by this Agreement. (b) Except as set forth on Schedule 3.73.8(b), to the Knowledge of the SellersSeller, the execution, delivery and performance by the Sellers Seller of this Agreement and the Transaction Agreements and the consummation by the Sellers Seller of the transactions contemplated hereby and thereby do does not and will not (i) violate, conflict with or result in a breach by any the Company of the Venture Entities of the its organizational documents of any of the Venture Entitiesdocuments, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Venture Entities Company (or create an event which, with notice or lapse of time or both, would constitute a default) under, or require any Consent or other action by any Person under, or give rise to any penalty right of termination, cancellation or acceleration under, or result in the creation loss of any Encumbrance, other than Permitted Encumbrances, upon any of the properties or assets of any of the Venture Entities or on the Venture Interests a material benefit under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Venture Entities Company or any of their respective its properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Venture Entities Company or any of their respective its properties or assets or (iv) except for applicable requirements result in the creation of any Encumbrance, other than Permitted Encumbrances, upon any of the HSR Act, properties or assets of the EC Merger Regulation and any other Competition/Investment Law, require any Governmental ApprovalCompany, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in not be material to the aggregate, reasonably be expected to have a Sold Company Material Adverse Effect or a material adverse effect on and would not materially adversely affect the ability of any of the Sellers Seller to consummate the transactions contemplated by this Agreement.

No Conflicts or Approvals. (a) Except as set forth on Schedule 3.7, the The execution, delivery and performance by the Sellers Buyer of this Agreement and the Transaction Agreements to which the Buyer is a party and the consummation by the Sellers Buyer of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Sellers Buyer of the organizational documents of any of the Sellers, the Sold Companies or the SubsidiariesBuyer, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Sellers, the Sold Companies or the Subsidiaries Buyer (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation consent, cancellation, acceleration, increased Liabilities or acceleration fees, or right to increase the obligations or otherwise modify the terms under, or result in the creation of any EncumbranceLien, other than Permitted EncumbrancesLiens, upon any of the properties properties, rights or assets of any of the Sellers, the Sold Companies, the Subsidiaries Buyer or on the Shares or the Separate Assets under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of such properties, rights or assets are subject under, any Contract to which the Sellers, the Sold Companies or the Subsidiaries Buyer or any of their respective properties its properties, rights or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Sellers, the Sold Companies or the Subsidiaries or any of their respective properties or assets or (iv) except for applicable requirements of the HSR Act, the EC Merger Regulation and any other Competition/Investment Law, require any Governmental Approval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to have a Sold Company Material Adverse Effect or a material adverse effect on the ability of any of the Sellers Buyer to consummate the transactions contemplated by this Agreement, or (iii) subject to the receipt of the requisite approvals referred to on SCHEDULE 4.3(B), conflict with or violate any Governmental Order or Law applicable to the Buyer or any of its properties, rights or assets. (b) Except as set forth on Schedule 3.7SCHEDULE 4.3(B), no Consent is required to be obtained, filed or delivered by the Knowledge Buyer for the consummation by the Buyer of the Sellers, the execution, delivery and performance transactions contemplated by the Sellers of this Agreement and the Transaction Agreements and that if not obtained, filed or delivered, as the consummation by the Sellers of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Venture Entities of the organizational documents of any of the Venture Entities, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Venture Entities (or create an event which, with notice or lapse of time or bothcase may be, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance, other than Permitted Encumbrances, upon any of the properties or assets of any of the Venture Entities or on the Venture Interests under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Venture Entities or any of their respective properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Venture Entities or any of their respective properties or assets or (iv) except for applicable requirements of the HSR Act, the EC Merger Regulation and any other Competition/Investment Law, require any Governmental Approval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to have a Sold Company Material Adverse Effect or a material adverse effect on the ability of any of the Sellers Buyer to consummate the transactions contemplated by this AgreementAgreement and the Transaction Agreements.

No Conflicts or Approvals. (a) Except as set forth on Schedule 3.73.8, the execution, delivery and performance by the Sellers Seller Parent and Seller of this Agreement and the Transaction Agreements and the consummation by the Sellers Seller Parent and Seller of the transactions contemplated hereby and thereby do does not and will not (i) violate, conflict with or result in a breach by Seller Parent, Seller or any of the Sellers Companies of the their respective organizational documents of any of the Sellers, the Sold Companies or the Subsidiariesdocuments, (ii) violate, conflict with or result in a breach of, or constitute a default by Seller Parent, Seller or any of the Sellers, the Sold Companies or the Subsidiaries (or create an event which, with notice or lapse of time or both, would constitute a default) under, or require any consent or other action by any Person under, or give rise to any penalty, right of termination, cancellation or acceleration under, or result in the creation loss of any Encumbrance, other than Permitted Encumbrances, upon any of the properties or assets of any of the Sellers, the Sold Companies, the Subsidiaries or on the Shares or the Separate Assets a material benefit under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of Seller Parent, Seller or any of the Sellers, the Sold Companies or the Subsidiaries or any of their respective properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of Seller Parent, Seller or any of the Sellers, the Sold Companies or the Subsidiaries or any of their respective properties or assets or (iv) except for applicable requirements result in the creation of any Encumbrance, other than Permitted Encumbrances, upon any of the HSR Actproperties or assets of Seller Parent, Seller or any of the EC Merger Regulation and any other Competition/Investment Law, require any Governmental ApprovalCompanies, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in not be material to the aggregate, reasonably be expected to have Companies taken as a Sold Company Material Adverse Effect or a material adverse effect on whole and would not materially adversely affect the ability of any of the Sellers Seller Parent or Seller to consummate the transactions contemplated by this Agreement. (b) Except as set forth on Schedule 3.7, to the Knowledge of the Sellers, the execution, delivery and performance by the Sellers of this Agreement and the Transaction Agreements and the consummation by the Sellers of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Venture Entities of the organizational documents of any of the Venture Entities, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Venture Entities (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance, other than Permitted Encumbrances, upon any of the properties or assets of any of the Venture Entities or on the Venture Interests under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Venture Entities or any of their respective properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Venture Entities or any of their respective properties or assets or (iv) except for applicable requirements of the HSR Act, the EC Merger Regulation and any other Competition/Investment Law, require any Governmental Approval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to have a Sold Company Material Adverse Effect or a material adverse effect on the ability of any of the Sellers to consummate the transactions contemplated by this Agreement.

No Conflicts or Approvals. (a) Except as set forth on Schedule 3.7SCHEDULE 4.6(A), the execution, delivery and performance by the Sellers Seller of this Agreement and the Transaction Ancillary Agreements to which it is a party, and the consummation by the Sellers Seller of the transactions contemplated hereby and thereby thereby, do not and will not (i) violate, conflict with or result in a breach by any of the Sellers articles of incorporation or the bylaws of the organizational documents of any Seller or of the Sellers, the Sold Companies or the SubsidiariesCompany, (ii) subject to the receipt of the Consents set forth on SCHEDULE 4.6(B), violate, conflict with or result in a breach of, or constitute a default by any of the Sellers, the Sold Companies Seller or the Subsidiaries Company (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any EncumbranceLien, other than Permitted EncumbrancesLiens, upon any of the properties or assets of any of the SellersSeller or the Company, the Sold Companies, the Subsidiaries or on the Shares Shares, under any Material Contract (as defined in that certain Asset Contribution and Assumption of Liabilities Agreement, dated as of December 31, 2005, by and among PolyOne Engineered Films, Inc., PolyOne and the Company), or (iii) subject to the receipt of the Consents set forth on SCHEDULE 4.6(B), violate any Law or order, writ, judgment, injunction or decree issued by any Governmental Authority (a "GOVERNMENTAL ORDER") applicable to the Seller or the Separate Assets underCompany, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Sellers, the Sold Companies or the Subsidiaries or any of their respective properties or assets may be boundassets, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Sellers, the Sold Companies or the Subsidiaries or any of their respective properties or assets or (iv) except for applicable requirements of the HSR Act, the EC Merger Regulation and any other Competition/Investment Law, require any Governmental Approval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to have a Sold Company Material Adverse Effect or a material adverse effect on the ability of any of the Sellers Seller to consummate the transactions contemplated by this Agreement. (b) Except as set forth on Schedule 3.7SCHEDULE 4.6(B), no Consent is required to the Knowledge of the Sellers, the execution, delivery and performance be obtained by the Sellers of this Agreement and the Transaction Agreements and Seller for the consummation by the Sellers Seller of the transactions contemplated hereby and thereby do by this Agreement that if not and will not (i) violate, conflict with or result in a breach by any of the Venture Entities of the organizational documents of any of the Venture Entities, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Venture Entities (or create an event which, with notice or lapse of time or both, obtained would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance, other than Permitted Encumbrances, upon any of the properties or assets of any of the Venture Entities or on the Venture Interests under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Venture Entities or any of their respective properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Venture Entities or any of their respective properties or assets or (iv) except for applicable requirements of the HSR Act, the EC Merger Regulation and any other Competition/Investment Law, require any Governmental Approval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to have a Sold Company Material Adverse Effect or a material adverse effect on the ability of any of the Sellers Seller to consummate the transactions contemplated by this Agreement.

No Conflicts or Approvals. (a) Except as set forth on Schedule 3.7SCHEDULE 3.6(a), the execution, delivery and performance by the Sellers of this Agreement and the Transaction Agreements and the consummation by the Sellers of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Sellers of the organizational documents of any of the Sellers, the Sold Companies or the SubsidiariesSubsidiaries or, to the Knowledge of the Sellers, the Venture Entities, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Sellers, the Sold Companies or the Subsidiaries (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance, other than Permitted Encumbrances, upon any of the properties or assets of any of the Sellers, the Sold Companies, the Subsidiaries or on the Shares or the Separate Assets under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Sellers, the Sold Companies or the Subsidiaries or any of their respective properties or assets may be bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Sellers, the Sold Companies or the Subsidiaries or any of their respective properties or assets or (iv) except for applicable requirements of the HSR Act, the EC Merger Regulation and any other Competition/Investment Law, require any Governmental Approval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to have a Sold Company Material Adverse Effect or a material adverse effect on the ability of any of the Sellers to consummate the transactions contemplated by this Agreement. (b) Except as set forth on Schedule 3.7or, to the Knowledge of the Sellers, the execution, delivery and performance by the Sellers of this Agreement and the Transaction Agreements and the consummation by the Sellers of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by any of the Venture Entities of the organizational documents of any of the Venture Entities, (ii) violate, conflict with or result in a breach of, or constitute a default by any of the Venture Entities (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation consent, cancellation, acceleration, increased Liabilities or acceleration fees, or right to increase the obligations or otherwise modify the terms under, or result in the creation of any EncumbranceLien, other than Permitted EncumbrancesLiens, upon any of the properties properties, rights or assets of any of the Sellers, its subsidiaries, the Sold Companies or the Subsidiaries or, to the Knowledge of the Sellers, the Venture Entities or on the Venture Interests underShares or to which any of such properties, assets or Shares are subject, under any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument Contract to which any of the Venture Entities foregoing is a party or any of their respective properties or assets may be otherwise bound, (iii) violate or result in a breach of any Governmental Order or Law applicable to any of the Venture Entities or any of their respective properties or assets or (iv) except for applicable requirements of the HSR Act, the EC Merger Regulation and any other Competition/Investment Law, require any Governmental Approval, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be expected to have a Sold Company Material Adverse Effect or a material adverse effect on the ability of any of the Sellers to consummate the transactions contemplated by this Agreement, or (iii) subject to the receipt of the requisite approvals referred to on SCHEDULE 3.6(b), conflict with or violate any Governmental Order or Law applicable to any of the Sellers, the Sold Companies or the Subsidiaries or, to the Knowledge of the Sellers, the Venture Entities or any of their respective properties, rights or assets. (b) Except as set forth on SCHEDULE 3.6(b), no Consent is required to be obtained, filed or delivered by the Sellers for the consummation by the Sellers of the transactions contemplated by this Agreement and the Transaction Agreements that if not obtained, filed or delivered, as the case may be, would reasonably be expected, individually or in the aggregate, to have a Sold Company Material Adverse Effect.