Common use of No Conflicts or Violations; No Consents or Approvals Required Clause in Contracts

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation to which Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated hereby. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution execution, delivery and delivery by Purchaser performance of this Agreement do not, and the execution and delivery Ancillary Agreements by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will Sellers does not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby Transaction will not not, conflict with, or result in any breach violation of or constitute default under, or give rise to a violationright of termination, default cancellation or event acceleration with notice, lapse of default time or both, of any right or obligation under, or result in the creation of any Lien upon on any of the assets or properties of the Companies or assets of Purchaser or any of its subsidiaries undertheir subsidiaries, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its the articles of incorporation, bylaws, limited liability company agreement, partnership agreement or any other comparable organizational or governing documents of its the Companies or their subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation material Contract to which Purchaser or any of its the Companies or their subsidiaries is a party or by which any of their respective properties or assets is bound or bound, (iii) any Judgment applicable to any of the Companies or their subsidiaries or any of their properties or assets or (iv) subject to the matters referred to in Section 3.03(b), any Applicable Law applicable to Purchaser any of the Companies or their subsidiaries or any of its subsidiaries or their respective properties or assets, assets other than, than in the case of each of clauses (iiiii) and (iii) aboveiv), any such items that would not reasonably be expected to have a Purchaser Company Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated hereby. Effect. (b) No Consent of, or registration, declaration or filing with, or notice to any Governmental Entity is required to be obtained or made by or with respect to Purchaser the Companies or their subsidiaries or any of its subsidiaries Seller in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the Acquisition Transaction, other than (Ai) compliance with and filings under the HSR ActAct and similar compliance and filings with non-U.S. Governmental Entities having authority over merger, control or competition laws, (Bii) compliance with and those that may be required solely by reason of the participation of Purchaser or Purchaser’s affiliates in the Transaction, (iii) filings and notifications required under applicable Environmental Laws the Securities Act or the Exchange Act and (Civ) those the failure of which to obtain or make make, individually or in the aggregate, would not reasonably be expected to have a Purchaser Company Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser and Parent of this Agreement do not, the execution and delivery by each of Purchaser and Parent of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or Parent or any of its their subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its the organizational documents of Purchaser or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser or Parent or any of its their subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or Parent or any of its their subsidiaries or their respective properties or assets, other than, in the case of clauses (i), (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or Parent or any of its their subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition other than (A) compliance with and filings under the HSR Actthose that may be required solely by reason of Seller, (Bas opposed to any third party’s) compliance with participation in the Acquisition and filings the other transactions contemplated hereby and notifications under applicable Environmental Laws by the Ancillary Agreements and (CB) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to will be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby to be consummated by it by this Agreement and thereby such Ancillary Agreement will not conflict with, or result in any breach of or constitute a violationdefault under (or an event that, default with notice or event lapse of default time or both, would become a default), require any consent of any person pursuant to, or give to others any rights of termination, acceleration or cancellation under, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its the organizational documents of Purchaser or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective its properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or any of its subsidiaries or their respective its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent Consent, permit, authorization or approval of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or any of the Ancillary Agreements or the consummation of the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements, other than (A) compliance with and filings under the HSR Act, (B) the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other Antitrust Laws, (C) compliance with and 101951134.15 filings under the Exchange Act, (D) those that may be required solely by reason of Seller’s (as opposed to any other third party’s) participation in the Acquisition and notifications under applicable Environmental Laws the other transactions contemplated hereby and by the Ancillary Agreements and (CE) those the failure of which to obtain or make would not not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution execution, delivery and delivery by Purchaser performance of this Agreement do not, and the execution and delivery Ancillary Agreements by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will Sellers does not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby Transaction will not not, conflict with, or result in any breach violation of or constitute default under, or give rise to a violationright of termination, default cancellation or event acceleration with notice, lapse of default time or both, of any right or obligation under, or result in the creation of any Lien upon on any of the assets or properties of the Companies or assets of Purchaser or any of its subsidiaries undertheir subsidiaries, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its the articles of incorporation, bylaws, limited liability company agreement, partnership agreement or any other comparable organizational or governing documents of its the Companies or their subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation material Contract to which Purchaser or any of its the Companies or their subsidiaries is a party or by which any of their respective properties or assets is bound or bound, (iii) any Judgment applicable to any of the Companies or their subsidiaries or any of their properties or assets or (iv) subject to the matters referred to in Section 3.03(b), any Applicable Law applicable to Purchaser any of the Companies or their subsidiaries or any of its subsidiaries or their respective properties or assets, assets other than, than in the case of each of clauses (iiiii) and (iii) aboveiv), any such items that would not reasonably be expected to have a Purchaser Company Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated hereby. Effect. (b) No Consent of, or registration, declaration or filing with, or notice to any Governmental Entity is required to be obtained or made by or with respect to Purchaser the Companies or their subsidiaries or any of its subsidiaries Seller in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the Acquisition Transaction, other than (Ai) compliance with and filings under the HSR ActAct and similar compliance and filings with non-U.S. Governmental Entities having authority over merger, control or competition laws, (Bii) compliance with and those that may be required solely by reason of the participation of Purchaser or Purchaser's affiliates in the Transaction, (iii) filings and notifications required under applicable Environmental Laws the Securities Act or the Exchange Act and (Civ) those the failure of which to obtain or make make, individually or in the aggregate, would not reasonably be expected to have a Purchaser Company Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution Except as set forth in Schedule 4.3, the execution, delivery and delivery performance by Purchaser EPD of this Agreement do not, and the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants other EPD Concurrent Agreements to which it is, EPD is or is specified to be, will at Closing be a party will does not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby will not not, (a) violate, conflict with, or result in any breach of, with or without notice, lapse of time or constitute a violationboth, default or event any provision of default underEPD’s Charter Documents, or result in (b) give rise to the creation of any Lien Encumbrance upon any of the properties or assets of Purchaser EPD, any right of termination, amendment, cancellation or acceleration of any of its subsidiaries underobligations contained in, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements the loss of any person benefit under, any provision of (i) its or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser or any of its subsidiaries EPD is a party or by which its assets are bound, (c) violate any of their respective properties or assets is bound Order applicable to EPD or (iiid) any Judgment subject to obtaining the Consents or Applicable Law applicable to Purchaser making the registrations, declarations or any of its subsidiaries or their respective properties or assets, other than, filings set forth in the case of clauses (ii) and (iii) abovenext sentence, violate in any material respect any applicable Law or material Contract binding upon EPD, except where such items that violations or breaches would not reasonably be expected to have result in a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent of, or registration, declaration or filing with, of any Governmental Entity or any other Person is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries EPD in connection with the execution, delivery and performance of this Agreement and the other EPD Concurrent Agreements to which EPD is a party or the consummation of the Acquisition other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those the failure of which to obtain transactions contemplated hereby or make would not reasonably be expected to have a Purchaser Material Adverse Effectthereby.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution and delivery by Purchaser of this Agreement do does not, and the execution and delivery by Purchaser of each the Ancillary Agreement or the Warrants Agreements to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby thereby, will not conflict with, or result in any breach violation of or constitute default under, or give rise to a violationright of termination, default cancellation or event acceleration of default any obligation under, or result in the creation of any Lien upon any of the assets or properties or assets of Purchaser or any of its subsidiaries underPurchaser, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its the certificate of incorporation or any of its subsidiaries' Certificate of Incorporation, Byby-laws or similar governing documentof Purchaser, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective the properties or assets is of Purchaser are bound or (iii) any Judgment or or, subject to Section 4.03(b), any Applicable Law applicable to Purchaser or any of its subsidiaries or their respective the properties or assetsassets of Purchaser, other than, in the case of each of clauses (ii) and (iii) above), any such items that that, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated hereby. No Effect. (a) Other than post-Closing notification requirements in connection with banking regulations, no Consent of, or registration, declaration or filing with, with any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition and the transactions contemplated hereby, other than (Ai) compliance with and filings under the HSR ActAct and applicable North American Competition Laws, (Bii) compliance with those that may be required solely by reason of the participation of the Sellers or the Sellers’ affiliates (as opposed to any other third party) in the Acquisition and filings and notifications under applicable Environmental Laws the transactions contemplated hereby and (Ciii) those the failure of which to obtain or make make, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Purchaser and each of the Purchaser Parties of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, not and the consummation of the Acquisition and the other transactions contemplated hereby by this Agreement and thereby such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries underPurchaser, any Purchaser Party or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person their affiliates under, any provision of (i) its the organizational documents of Purchaser, any Purchaser Party or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing documenttheir affiliates, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser, any Purchaser Party or any of its subsidiaries their respective affiliates is a party or by which any of their respective properties or assets is bound or bound, (iii) any Judgment or (iv) Applicable Law applicable to Purchaser, any Purchaser Party or any of its subsidiaries their respective affiliates or any of their respective properties or assets, other than, in the case of clauses (ii) and (iiiiv) above, any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent of, or registration, declaration filing or filing submission with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser, any Purchaser Party or any of its subsidiaries their affiliates in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition Acquisition, other than (A) compliance with and filings under the HSR Act, (B) the Consents, filings and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada and Mexico (including, if applicable, any filings and submissions before the CFCE, as may be required under the LFCE, or the CFCE Approval), (C) compliance with and filings under Environmental Laws, (D) compliance with and notifications filings under applicable Environmental Laws Section 13(a) of the Exchange Act, and (CE) those the failure registration, recordation or filing of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effectthe Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser (i) None of this Agreement do not, the execution and delivery by Purchaser of each Ancillary Agreement Seller Parties or the Warrants to which it Subject Entities is, or is specified to benor will the execution, a party will notdelivery and performance by each Seller Party of the Transaction Documents, and the consummation of the Acquisition and Transactions, as of the other transactions contemplated hereby and thereby will not Closing Date, cause any of the Seller Parties or Subject Entities to be, (A) in violation of or in conflict with, (with or result in any breach without notice, lapse of time or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, both) any provision of (i) its or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing documentCharter Documents, (iiB) in violation of any Contract, note, instrument or financing obligation Order applicable to which Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound it or (iiiC) except as set forth on Schedule 3.3, in violation of any Judgment applicable Law or Applicable Law applicable to Purchaser or any of its subsidiaries or their respective properties or assetsmaterial Contract binding upon it, other than, except in the case of clauses (iiB) and (iii) aboveC), any where such items that violations or conflicts would not reasonably be expected to have result in a Purchaser Material Adverse Effect with respect to any Subject Entity or otherwise materially adversely affect Purchaser's ability the Assigned Interests and (ii) the execution, delivery and performance by each Seller Party of the Transaction Documents, and the consummation of the Transactions, will not as of the Closing Date, (X) give rise to consummate the transactions contemplated hereby. No Consent ofcreation of any Encumbrance upon any of the assets of the Subject Entities or the Assigned Interests, or registration(Y) except as permitted by Section 5.1, declaration give rise to any right of termination, amendment, cancellation or filing withacceleration of any obligations contained in, or the loss of any benefit under (with or without notice, lapse of time or both), any Contract to which the Subject Entities are a party, by which any Subject Entity’s assets are bound or to which the Assigned Interests are subject, except in the case of clause (Y), where such rights would not reasonably be expected to result in a Material Adverse Effect with respect to any Subject Entity or the Assigned Interests. (b) Except as set forth on Schedule 3.3, no Consent of any Governmental Entity or any other Person is required to be obtained by any Seller Party or made by or with respect to Purchaser or any of its subsidiaries Subject Entity in connection with the execution, delivery and performance of this Agreement the Transaction Documents or the consummation of the Acquisition other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse EffectTransactions.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution execution, delivery and delivery performance by Purchaser of this Agreement do not, and the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will Agreements does not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby Transaction will not not, conflict with, or result in any breach violation of or constitute default under, or give rise to a violationright of termination, default cancellation or event acceleration with notice, lapse of default time or both, of any right or obligation under, or result in the creation of any Lien upon on any of the assets or properties or assets of Purchaser or any of its subsidiaries undersubsidiaries, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its the articles of organization or any of its subsidiaries' Certificate of Incorporation, Byby-laws or similar comparable organizational or governing documentdocuments of Purchaser or Purchaser’s Significant Subsidiaries, (ii) any Contract, note, instrument or financing obligation material Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective the properties or assets of Purchaser or any of its subsidiaries is bound or (iii) any Judgment applicable to Purchaser or any of its subsidiaries or any of their properties or assets or (iv) subject to the matters referred to in Section 4.04(b), any Applicable Law applicable to Purchaser or any of its subsidiaries or any of their respective properties or assets, assets other than, in the case of each of clauses (iiiii) and (iii) aboveiv), any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect Effect. As of the Closing Date, the execution, delivery and performance by Purchaser of this Agreement and the Ancillary Agreements and the consummation of the Transaction will not conflict with, or otherwise materially adversely affect result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration with notice, lapse of time or both, of any right or obligation under, or result in the creation of any Lien on any of the assets or properties of Purchaser or its subsidiaries, under any provision of the articles of organization or by-laws or comparable organizational or governing documents any of Purchaser's ability to consummate the transactions contemplated hereby. ’s subsidiaries. (b) No Consent of, or registration, declaration or filing with, with any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the Acquisition Transaction, other than (Ai) compliance with and filings under the HSR Act and similar compliance and filings with non-U.S. Governmental Entities having authority over merger, control or competition laws, (ii) those that may be required solely by reason of the participation of Sellers or the Companies or their subsidiaries in the Transaction, (iii) the filing with the SEC of the Proxy Statement and those required to be made by Purchaser under this Agreement or the Ancillary Agreements or in connection with the Transaction or the performance of Purchaser’s obligations under this Agreement or the Ancillary Agreements in each case under the Securities Act or the Exchange Act, (B) compliance with and filings and notifications qualifications with the NYSE in respect of the Initial Share Consideration, (iv) those required under applicable Environmental Laws any state “blue sky” laws in connection with the issuance or resale of the shares of Common Stock to be issued by the Purchaser hereunder and (Cv) those the failure of which to obtain or make make, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not and the consummation of the transactions contemplated to be consummated by it by this Agreement will not, and the execution and delivery by each member of Purchaser Group of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, not and the consummation of the Acquisition and the other transactions contemplated hereby and thereby to be consummated by it by such Ancillary Agreement will not not, conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of any member of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person Group under, any provision of (ia) its or the organizational documents of any member of its subsidiaries' Certificate of Incorporation, By-laws or similar governing documentPurchaser Group, (iib) any Contract, note, instrument or financing obligation Contract to which any member of Purchaser or any of its subsidiaries Group is a party or by which any of their respective properties or assets is bound bound, (c) any contract, agreement, commitment, indenture, mortgage, lease, pledge, note, bond, license, permit, or other instrument or obligation of any member of the Purchaser Group, or (iiid) any Judgment or Applicable Law applicable to any member of Purchaser Group or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (iib), (c) and (iiid) above, any such items conflicts, breaches, defaults or Liens that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to any member of Purchaser or any of its subsidiaries Group in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those the failure of which transactions contemplated to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effectconsummated by it by this Agreement.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser (a) (i) None of this Agreement do not, the execution and delivery by Purchaser of each Ancillary Agreement Seller Parties or the Warrants to which it Subject Entities is, or is specified to benor will the execution, a party will notdelivery and performance by each Seller Party of the Transaction Documents, and the consummation of the Acquisition and Transactions, as of the other transactions contemplated hereby and thereby will not Closing Date, cause any of the Seller Parties or Subject Entities to be, (A) in violation of or in conflict with, (with or result in any breach without notice, lapse of time or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, both) any provision of (i) its or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing documentCharter Documents, (iiB) in violation of any Contract, note, instrument or financing obligation Order applicable to which Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound it or (iiiC) except as set forth on Schedule 3.3, in violation of any Judgment applicable Law or Applicable Law applicable to Purchaser or any of its subsidiaries or their respective properties or assetsmaterial Contract binding upon it, other than, except in the case of clauses (iiB) and (iii) aboveC), any where such items that violations or conflicts would not reasonably be expected to have result in a Purchaser Material Adverse Effect with respect to any Subject Entity or otherwise materially adversely affect Purchaser's ability the Assigned Interests and (ii) the execution, delivery and performance by each Seller Party of the Transaction Documents, and the consummation of the Transactions, will not as of the Closing Date, (X) give rise to consummate the transactions contemplated hereby. No Consent ofcreation of any Encumbrance upon any of the assets of the Subject Entities or the Assigned Interests, or registration(Y) except as permitted by Section 5.1, declaration give rise to any right of termination, amendment, cancellation or filing withacceleration of any obligations contained in, or the loss of any benefit under (with or without notice, lapse of time or both), any Contract to which the Subject Entities are a party, by which any Subject Entity’s assets are bound or to which the Assigned Interests are subject, except in the case of clause (Y), where such rights would not reasonably be expected to result in a Material Adverse Effect with respect to any Subject Entity or the Assigned Interests. (b) Except as set forth on Schedule 3.3, no Consent of any Governmental Entity or any other Person is required to be obtained by any Seller Party or made by or with respect to Purchaser or any of its subsidiaries Subject Entity in connection with the execution, delivery and performance of this Agreement the Transaction Documents or the consummation of the Acquisition other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse EffectTransactions.

No Conflicts or Violations; No Consents or Approvals Required. The Except as set forth in Schedule 3.03, the execution and delivery by Purchaser Parent of this Agreement do not, the execution and delivery by Purchaser Parent of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation performance of the Acquisition its obligations under this Agreement and the other transactions contemplated hereby and thereby each Ancillary Agreement to which it is, or is specified to be, a party will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person Parent under, any provision of (i) its or any of its subsidiaries' Restated Certificate of Incorporation, Incorporation or By-laws or similar governing documentlaws, as amended to the date of this Agreement, (ii) any Contract, note, instrument or financing obligation to which Purchaser or any of its subsidiaries Parent is a party or by which any of their respective its properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or any of its subsidiaries or their respective properties or assetsParent, other than, in the case of clauses (ii) and (iii) above, any such items that would not not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect material adverse effect on the ability of Parent to perform its obligations under this Agreement and the Ancillary Agreements to which it is, or otherwise materially adversely affect Purchaser's ability is specified to consummate the transactions contemplated herebybe, a party (a "PARENT MATERIAL ADVERSE EFFECT"). No Consent of, or registration, declaration or filing with, any Governmental Entity Entity, is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries Parent in connection with the execution, delivery and performance of this Agreement and each Ancillary Agreement to which it is, or the consummation of the Acquisition is specified to be, a party other than (A) compliance with and filings under the HSR Actcompetition laws or regulations of the Federal Republic of Germany and any other applicable competition, antitrust or similar laws or regulations, (B) compliance with, and any filings, notifications and completion of any public offer requirements under, the securities laws of India and the rules and regulations of SEBI promulgated thereunder, (C) compliance with and filings and notifications under applicable Environmental Laws Laws, (D) those that may be required solely by reason of Purchaser's (as opposed to any other third party's) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (CE) those the failure of which to obtain or make would not not, individually or in the aggregate, reasonably be expected to have a Purchaser Parent Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby thereby, will not not, conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser Purchaser, or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its the organizational documents of Purchaser or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective its properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or any of its subsidiaries or their respective its properties or assets, other than, in the case of clauses (i), (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition other than (A) compliance with and filings under the HSR Act, (B) the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of any jurisdiction, (C) compliance with and filings and notifications under applicable Environmental Laws Laws, (D) compliance with and filings under Section 13(a) of the Exchange Act, (E) those that may be required solely by reason of Seller’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (CF) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution execution, delivery and delivery performance by Purchaser of this Agreement do not, and the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will Agreements does not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby Transaction will not not, conflict with, or result in any breach violation of or constitute default under, or give rise to a violationright of termination, default cancellation or event acceleration with notice, lapse of default time or both, of any right or obligation under, or result in the creation of any Lien upon on any of the assets or properties or assets of Purchaser or any of its subsidiaries undersubsidiaries, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its the articles of organization or any of its subsidiaries' Certificate of Incorporation, Byby-laws or similar comparable organizational or governing documentdocuments of Purchaser or Purchaser's Significant Subsidiaries, (ii) any Contract, note, instrument or financing obligation material Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective the properties or assets of Purchaser or any of its subsidiaries is bound or (iii) any Judgment applicable to Purchaser or any of its subsidiaries or any of their properties or assets or (iv) subject to the matters referred to in Section 4.04(b), any Applicable Law applicable to Purchaser or any of its subsidiaries or any of their respective properties or assets, assets other than, in the case of each of clauses (iiiii) and (iii) aboveiv), any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect Effect. As of the Closing Date, the execution, delivery and performance by Purchaser of this Agreement and the Ancillary Agreements and the consummation of the Transaction will not conflict with, or otherwise materially adversely affect result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration with notice, lapse of time or both, of any right or obligation under, or result in the creation of any Lien on any of the assets or properties of Purchaser or its subsidiaries, under any provision of the articles of organization or by-laws or comparable organizational or governing documents any of Purchaser's ability to consummate the transactions contemplated hereby. subsidiaries. (b) No Consent of, or registration, declaration or filing with, with any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the Acquisition Transaction, other than (Ai) compliance with and filings under the HSR Act and similar compliance and filings with non-U.S. Governmental Entities having authority over merger, control or competition laws, (ii) those that may be required solely by reason of the participation of Sellers or the Companies or their subsidiaries in the Transaction, (iii) the filing with the SEC of the Proxy Statement and those required to be made by Purchaser under this Agreement or the Ancillary Agreements or in connection with the Transaction or the performance of Purchaser's obligations under this Agreement or the Ancillary Agreements in each case under the Securities Act or the Exchange Act, (B) compliance with and filings and notifications qualifications with the NYSE in respect of the Initial Share Consideration, (iv) those required under applicable Environmental Laws any state "blue sky" laws in connection with the issuance or resale of the shares of Common Stock to be issued by the Purchaser hereunder and (Cv) those the failure of which to obtain or make make, individually or in the aggregate, would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby (other than the transactions contemplated in Schedule 5.15) will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its the Organizational Documents of Purchaser or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that would not not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition and the other transactions contemplated by this Agreement (other than the transactions contemplated in Schedule 5.15) other than (A) compliance with and filings under the HSR Actcompetition laws or regulations of the Federal Republic of Germany and any other applicable competition, antitrust or similar laws or regulations, (B) compliance with, any filings, notifications and completion of any public offer requirements under, the securities laws of India and the rules and regulations of SEBI promulgated thereunder, (C) compliance with and filings and notifications under applicable Environmental Laws Laws, (D) those that may be required solely by reason of Seller's (as opposed to any third party's) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (CE) those the failure of which to obtain or make would not not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby (other than the transactions contemplated in Schedule 4.18) will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its the organizational documents of Purchaser or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition and the other transactions contemplated by this Agreement (other than the transactions contemplated in Schedule 4.18) other than (A) compliance with and filings under the HSR ActAct and any other applicable competition, antitrust or similar laws or regulations, (B) compliance with and filings and notifications under applicable Environmental Laws Laws, (C) those that may be required solely by reason of Seller's (as opposed to any third party's) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (CD) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The (a) None of the execution and delivery by Purchaser of this Agreement do notAgreement, the execution and delivery consummation by Purchaser of each Ancillary Agreement or the Warrants to which it istransactions contemplated hereby, or is specified to be, a party will not, and nor the consummation compliance by Purchaser with any of the Acquisition and the other transactions contemplated hereby and thereby provisions hereof will not (i) conflict with, or result in the breach of, any provision of the certificate of incorporation or bylaws of Purchaser, (ii) conflict with, violate, result in the breach of of, or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of accelerationany party to accelerate, termination cancel or cancellation under modify any right or increasedobligation, additional, accelerated or guaranteed rights or entitlements result in the loss of any person material right, under, any provision of (i) its or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound party, or (iii) subject to the receipt of the Consents contemplated by Section 4.03(b)(i), violate any Judgment or Applicable Law applicable to by which Purchaser or any of its subsidiaries or their respective properties or assetsis bound, other thanexcept, in the case cases of clauses (ii) and (iii) above), any for such items violations, breaches or defaults that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated hereby. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect. (b) No Consent of any Person is required on the part of Purchaser in connection with the execution and delivery of this Agreement or the compliance by Purchaser with any of the provisions hereof or the consummation of the transactions contemplated hereby, except for (i) filings under the HSR Act, the Competition Act and Other Antitrust Laws, (ii) the filing with the SEC of such reports under and such other compliance with the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (iii) such filings and approvals as may be required by any applicable federal or state securities laws.

No Conflicts or Violations; No Consents or Approvals Required. (i) The execution and delivery by Purchaser Contributee of this Agreement do not, and the execution Easement Assignments does not and delivery by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby Contribution will not conflict withnot, or result in any a breach of or constitute a violationdefault under (or, default or event of default under, or result in the creation case of clause (ii) below, give any Lien upon party to any Contract referred to in such clause, other than Contributee or its successors, the right to cancel or terminate or modify in any material respect the rights or obligations of the properties or assets of Purchaser or any of its subsidiaries parties under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of ) (i) its or any the organizational documents of its subsidiaries' Certificate of Incorporation, By-laws or similar governing documentContributee, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser or any of its subsidiaries Contributee is a party or by which any of their respective properties or assets is bound or (iii) any Judgment Order to which Contributee is subject or Applicable any Law applicable to Purchaser or any of its subsidiaries or their respective properties or assetsContributee, other thanin each case subject to obtaining the Bankruptcy Court Approval, and except for, in the case of clauses (ii) and (iii) above, any such items breach, violation or default that would not reasonably be expected to have a Purchaser Material Adverse Effect prohibit or otherwise materially adversely affect Purchaser's restrict or impair in any material respect the ability of Contributee to consummate the transactions contemplated hereby. No Consent ofContribution. (ii) Other than the filings, reports and notices and the consents, registrations, approvals, permits and authorizations referred to in Section 6.03(b) or registrationSection 7.06 of the Merger Agreement (or the disclosure schedules attached to such agreement), declaration no filings, reports or filing notices are required to be made by Contributee with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Contributee from, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance by Contributee of this Agreement or the Easement Assignments or the consummation of the Acquisition other than (A) compliance with and filings under Contribution, except for any of the HSR Actforegoing which, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those the failure of which to obtain if not made or make obtained, would not reasonably be expected prohibit or restrict or impair in any material respect the ability of Contributee to have a Purchaser Material Adverse Effectconsummate the Contribution.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution and delivery of this Agreement and the other Ancillary Agreements to which Purchaser is a party, the performance by Purchaser of its obligations under this Agreement do not, and under the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will notAgreements, and the consummation by Purchaser of the Acquisition Transaction, does not and the other transactions contemplated hereby and thereby will not not, directly or indirectly, (i) conflict with, or result in, any violation of the Purchaser’s certificate of incorporation and bylaws, (ii) conflict with or result in a violation of any Permit, Order, or Law applicable to Purchaser, or any of its Subsidiaries, property or assets, or (iii) violate, conflict with, result in a breach of of, or constitute a violation, default (or event which with the giving of default notice or lapse of time, or both, would become a 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 Lien (not including Permitted Lien) upon any of the properties properties, rights, or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person underSubsidiaries pursuant to, any provision of (i) its or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser or any of its subsidiaries Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or any of its subsidiaries Subsidiaries is bound or their respective properties or assetsaffected, other than, except in the case of clauses (ii) and (iii) above), any such items conflicts, violations, defaults, rights, or Liens that would not reasonably be expected to have a material adverse effect on Purchaser Material Adverse Effect or otherwise its Subsidiaries, taken as a whole, or prevent or materially adversely affect Purchaser's delay or impair the ability of Purchaser to consummate the transactions contemplated hereby. Transaction. (b) No Consent consent of, or registration, declaration declaration, notice, or filing with, any Governmental Entity or other Person is required to be obtained or made by by, or with respect to given to, Purchaser or any of its subsidiaries Subsidiaries in connection with the execution, delivery delivery, and performance of this Agreement or the consummation of the Acquisition other than (A) compliance with and filings under the HSR ActTransaction, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those except where the failure of which to obtain such consent or to make such registration, declaration, notice, or filing would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Purchaser Material Adverse Effector its Subsidiaries, taken as a whole, or prevent or materially delay or impair the ability of Purchaser to consummate the Transaction.

No Conflicts or Violations; No Consents or Approvals Required. The Except as set forth in Schedule 4.03, the execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby to be consummated by it by this Agreement and thereby such Ancillary Agreements, will not not, conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Purchaser Purchaser, or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its the organizational documents of Purchaser or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective its properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or any of its subsidiaries or their respective its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated hereby. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings under Section 13(a) of the Exchange Act, (C) those that may be required solely by reason of Seller’s and notifications under applicable Environmental Laws the Seller Affiliates’ (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements, and (CD) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effectbe material to the Purchaser’s ability to consummate the Acquisition.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person Subsidiaries under, any provision of (i) its the organizational documents of Purchaser or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing documentSubsidiaries, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser or any of its subsidiaries Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or any of its subsidiaries Subsidiaries or their respective properties or assets, other than, in the case of clauses (i), (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings under Section 13(a) of the Exchange Act, (C) those that may be required solely by reason of Seller’s (as opposed to any third party’s) participation in the Acquisition and notifications under applicable Environmental Laws the other transactions contemplated hereby and by the Ancillary Agreements and (CD) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not, and the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants Agreements to which it is, or Purchaser is specified to be, a party will do not, and the consummation by Purchaser of the Acquisition and the other transactions contemplated hereby to be consummated by it by this Agreement and thereby such Ancillary Agreements will not conflict with, or result in any breach of or constitute a violation, default or event give rise to any right of default termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its or any of its subsidiaries' Certificate the Articles of Incorporation, By-laws or similar governing documentother organizational documents of Purchaser or any of its subsidiaries, (ii) any Contract, note, instrument or financing obligation material Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any material Judgment or Applicable Law applicable to Purchaser or any of its subsidiaries or their respective properties or assets, in each case other than, in the case of clauses (ii) and (iii) above, than any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition Acquisition, other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings and notifications under applicable Environmental Laws Laws, (C) those that may be required solely by reason of Seller’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated by this Agreement and by the Ancillary Agreements, (D) compliance with and filings under the Exchange Act, and (CE) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by each of Purchaser and PRC Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of the Global Acquisition or the China Acquisition, as applicable, and the other transactions contemplated hereby and thereby will not not, conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or PRC Purchaser, or any of its their respective subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its the organizational documents of Purchaser, PRC Purchaser or any of its their respective subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser, PRC Purchaser or any of its their respective subsidiaries is a party or by which any of their respective its properties or assets is bound or (iii) any Judgment or Applicable Law statute, law, ordinance, legally-binding rule or regulation applicable to Purchaser or PRC Purchaser or any of its subsidiaries or their respective subsidiaries, properties or assets, other than, in the case of clauses (i), (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser, PRC Purchaser or any of its their respective subsidiaries in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements, as applicable, or the consummation of the Acquisition other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings and notifications under applicable Environmental Laws Laws, (C) compliance with and filings under Section 13(a) of the Exchange Act, (D) those that may be required solely by reason of Seller’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements, (E) those as are necessary under Applicable Law for PRC Purchaser to be able to conduct the China Business at the China Facility in all material respects as such China Business is being conducted by PRC Seller at the China Facility immediately prior to the China Closing and (CF) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its the organizational documents of Purchaser or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the Acquisition or the other transactions contemplated by this Agreement or the Ancillary Agreements other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings under the Competition Act (Canada), (C) compliance with and filings and notifications under applicable Environmental Laws Laws, (D) those that may be required solely by reason of Seller's (as opposed to any third party's) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (CE) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.