Common use of No Conflicts; Required Consents Clause in Contracts

No Conflicts; Required Consents. (a) The execution, delivery and performance by the Seller of this Agreement and by the Seller and each ELN Company of each Ancillary Agreement to which it is a party do not, and the consummation by the Seller and the ELN Companies of the Contemplated Transactions will not, (i) conflict with, violate or result in a breach of any provision of the Organizational Documents of the Seller or any of the ELN Companies; (ii) conflict with, violate or result in a breach of in any material respect any Applicable Law; (iii) subject to the matters referred to in Schedule 3.4(b), require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, or give to any Person any rights of acceleration, amendment, termination or cancellation or cause a loss of any rights under, any Material Contract or Required License relating to the Business to which any of the ELN Companies is a party or by which any of the ELN Companies or any of its assets or properties is bound, other than in the case of this clause; (iii) any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (iv) result in the creation or imposition of any Lien upon the Shares or any assets or properties of any of the ELN Companies, other than Permitted Liens. (b) Except for Competition Act Approval or as set forth in Schedule 3.4(b) with respect to any Material Contract or Required License, no consent, approval or authorization of, or registration, declaration or filing with, or notification to, any Governmental Authority or any other Person is required to be obtained, made or given by the Seller as a result of or in connection with the Seller’s execution, delivery and performance of this Agreement or the Seller’s or any of the ELN Companies’ execution, delivery and performance of any Ancillary Agreement or consummation of the Contemplated Transactions, other than any items the failure of which to obtain, make or give has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

No Conflicts; Required Consents. (a) The Subject to the receipt of Competition Act Approval and TSX Approval, the execution, delivery and performance by the Seller Purchaser of this Agreement and by each of the Seller Financing Commitments and each ELN Company of each Ancillary Agreement to which it the Purchaser is a party do not, and the consummation by the Seller and the ELN Companies Purchaser of the Contemplated Transactions and the transactions contemplated under each of the Financing Commitments will not, (i) conflict with, violate or result in a breach of any provision of the Purchaser’s Organizational Documents of the Seller or any of the ELN Companies; Documents, (ii) conflict with, violate or result in a breach of in any material respect any Applicable Law; Law binding upon or applicable to the Purchaser, or (iii) subject to the matters referred to in Schedule 3.4(b), require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, or give rise to any Person any rights of acceleration, amendment, termination or cancellation or to cause a loss of any rights under, any Material material Contract or Required License relating to the Business to which any of the ELN Companies Purchaser is a party or by which any of the ELN Companies Purchaser or any of its material assets or properties is bound, other than than, in the case of this clause; clause (i), (ii) or (iii) above, any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; material adverse effect on the Purchaser’s ability to perform its obligations hereunder or (iv) result in the creation or imposition of any Lien upon Purchaser’s ability to timely consummate the Shares or any assets or properties of any Contemplated Transactions and the transactions contemplated under each of the ELN Companies, other than Permitted LiensFinancing Commitments. (b) Except for Competition Act Approval or as set forth in Schedule 3.4(b) with respect to any Material Contract or Required Licenseand TSX Approval, no consent, approval or authorization of, or registration, declaration or filing with, or notification to, any Governmental Authority or any other Person is required to be obtained, made or given by the Seller Purchaser as a result of or in connection with the Seller’s their execution, delivery and performance of this Agreement and each of the Financing Commitments or the Seller’s Ancillary Agreements to which either is a party or any of the ELN Companies’ execution, delivery and performance of any Ancillary Agreement or its consummation of the Contemplated TransactionsTransactions and the transactions contemplated under each of the Financing Commitments, other than any items the failure of which to obtain, make or give has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the Purchaser’s ability to timely perform its obligations hereunder or the Purchaser’s ability to timely consummate the Contemplated Transactions and the transactions contemplated under each of the Financing Commitments.

No Conflicts; Required Consents. (a) The execution, delivery and performance by No Consents other than those set forth in Section 4.3 of the Seller Disclosure Schedule are required with respect to Seller’s execution and delivery of this Agreement and by Agreement, the Seller and each ELN Company of each Ancillary Agreement to which it is a party do notother Transaction Documents, and the consummation by the Seller and the ELN Companies of the Contemplated Transactions will not, (i) conflict with, violate or result in a breach Transaction including the assignment of any provision of the Organizational Documents of the Seller or any of the ELN Companies; (ii) conflict with, violate or result in a breach of in any material respect any Applicable Law; (iii) subject to the matters referred to in Schedule 3.4(b), require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, or give to any Person any rights of acceleration, amendment, termination or cancellation or cause a loss of any rights under, any all Material Contract or Required License relating to the Business to which any of the ELN Companies is a party or by which any of the ELN Companies or any of its assets or properties is bound, other than in the case of this clause; (iii) any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (iv) result in the creation or imposition of any Lien upon the Shares or any assets or properties of any of the ELN Companies, other than Permitted Liens. (b) Except for Competition Act Approval or as set forth in Schedule 3.4(b) with respect to any Material Contract or Required License, no consent, approval or authorization of, or registration, declaration or filing with, or notification to, any Governmental Authority or any other Person is required to be obtained, made or given by the Seller as a result of or in connection with the Seller’s Contracts. The execution, delivery and performance of this Agreement and the other Transaction Documents by Seller do not and will not, with or the without notice or lapse of time: (i) conflict with or violate Seller’s Certificate of Incorporation or bylaws or equivalent organizational documents; (ii) conflict with or violate any Legal Requirement applicable to Seller or by which any property or asset of Seller is bound or affected; (iii) assuming the Consents listed in Section 4.3 of the ELN CompaniesSeller Disclosure Schedule are obtained, result in any breach of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on any property or asset of Seller pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation including without limitation, the Prior Agreements; (iv) violate or conflict with any other material restriction of any kind or character to which Seller is subject; (v) require Seller to obtain any Consent of, or make or deliver any filing or notice to, a Governmental Authority; or (vi) result in any stockholder of the Seller having the right to exercise any dissenters’ appraisal rights. (b) Without limiting the foregoing, (i) Seller does not have any ongoing obligations or commitments to Matrigen or Selective Genetics except as specifically described in Schedule 4.3(b) and (ii) the execution, delivery and performance of this Agreement and the other Transaction Documents by Seller do not and will not, with or without notice or lapse of time, violate or otherwise conflict with any Ancillary Agreement rights that Matrigen or consummation Selective Genetics may hold under any contract or arrangement (whether written or oral) or affect Seller’s right, title and interest in and to any of the Contemplated Transactions, other than any items the failure of which to obtain, make or give has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectPurchased Assets.

No Conflicts; Required Consents. (a) The execution, execution and delivery and performance by the Seller of this Agreement and by the Seller and each ELN Company of each Ancillary Agreement to which it the Seller is a party do not, and the consummation by the Seller and the ELN Companies of the Contemplated Transactions will not, (i) conflict with, violate or result in a breach of any provision of the Organizational Documents of the Seller or any of the ELN Companies; (ii) conflict with, violate or result in a breach of in any material respect any Applicable Law; (iii) subject to the matters referred to in Schedule 3.4(b), require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) default under, or give to any Person others any rights of acceleration, amendment, termination or cancellation or cause a loss of any rights under, or result in the creation or imposition of any Material Lien upon the Shares, any shares of capital stock of any Subsidiary or any assets or properties of the Company or any Subsidiary under, (i) any provision of the Organizational Documents, (ii) any Applicable Law binding upon or applicable to the Company, any Subsidiary or any of their assets or properties, or (iii) assuming that all consents, approvals, authorizations, filings, notifications and other actions referred to in Section 3.3(b) of the Disclosure Schedule are obtained, given or taken, any Contract or Required License relating to the Business to which the Company or any of the ELN Companies Subsidiary is a party or by which the Company, any of the ELN Companies Subsidiary or any of its their assets or properties is bound, other than than, in the case of this clause; clause (iii) above, any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (iv) result in the creation or imposition of any Lien upon the Shares or any assets or properties of any of the ELN Companies, other than Permitted Liens. (b) Except for Competition Act Approval or as set forth in Schedule 3.4(bSection 3.3(b) with respect to any Material Contract or Required Licenseof the Disclosure Schedule, no consent, approval or authorization of, or registration, declaration or filing with, or notification to, any Governmental Authority or any other Person third party is required to be obtained, made or given by the Seller Company or any Subsidiary as a result of or in connection with the Seller’s execution, delivery and performance of this Agreement or the Seller’s or any of the ELN Companies’ execution, delivery and performance of any Ancillary Agreement or the consummation of the Contemplated Transactions, other than any items the failure of which to obtain, make or give has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

No Conflicts; Required Consents. (a) The execution, execution and delivery and performance by the Seller of this Agreement and by the Seller and each ELN Company of each Ancillary Agreement to which it the Seller is a party do not, and the consummation by the Seller and the ELN Companies of the Contemplated Transactions will not, (i) conflict with, violate or result in a breach of any provision of the Organizational Documents of the Seller or any of the ELN Companies; (ii) conflict with, violate or result in a breach of in any material respect any Applicable Law; (iii) subject to the matters referred to in Schedule 3.4(b), require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) default under, or give to any Person others any rights of acceleration, amendment, termination or cancellation or cause a loss of any rights under, or result in the creation or imposition of any Material Contract Lien upon the Shares or Required License relating any assets or properties owned by the Seller under, (i) any provision of any organizational document of the Seller (including its certificate of incorporation and by-laws), (ii) any Applicable Law binding upon or applicable to the Business to which Seller or any of the ELN Companies Seller’s assets or properties, or (iii) assuming that all consents, approvals, filings, notifications and other actions referred to in Sections 3.3(b) and 4.3(b) of the Disclosure Schedule are obtained, given or taken, any Contract or License to which the Seller is a party or by which the Seller or any of the ELN Companies or any of its Seller’s assets or properties is bound, other than than, in the case of this clause; clause (iii) above, any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; material adverse effect on the Seller’s ability to perform the Seller’s obligations hereunder or (iv) result in to timely consummate the creation or imposition of any Lien upon the Shares or any assets or properties of any of the ELN Companies, other than Permitted LiensContemplated Transactions. (b) Except for Competition Act Approval or as set forth in Schedule 3.4(bSections 3.3(b) with respect to any Material Contract or Required Licenseand 4.3(b) of the Disclosure Schedule, no consent, approval or authorization of, or registration, declaration or filing with, or notification to, any Governmental Authority or any other Person third party is required to be obtained, made or given by the Seller as a result of or in connection with the Seller’s execution, delivery and performance of this Agreement or the Seller’s or any of the ELN Companies’ execution, delivery and performance of any Ancillary Agreement or consummation of the Contemplated Transactions, other than any items the failure of which to obtain, make or give has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the Seller’s ability to perform the Seller’s obligations hereunder or to timely consummate the Contemplated Transactions.

No Conflicts; Required Consents. (a) The execution, delivery and performance by the Seller of this Agreement and by the Seller and each ELN Company of each Ancillary Agreement to which it is a party do not, and the consummation by the Seller and the ELN Companies of the Contemplated Transactions will not, (i) conflict with, violate or result in a breach of any provision of the Organizational Documents of the Seller or any of the ELN Companies; (ii) conflict with, violate or result in a breach of in any material respect any Applicable Law; (iii) subject to the matters referred to in Schedule 3.4(b), require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, or give to any Person any rights of acceleration, amendment, termination or cancellation or cause a loss of any rights under, any Material Contract or Required License relating to the Business to which any of the ELN Companies is a party or by which any of the ELN Companies or any of its assets or properties is bound, other than in the case of this clause; (iii) any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (iv) result in the creation or imposition of any Lien upon the Shares or any assets or properties of any of the ELN Companies, other than Permitted Liens. (b) Except for Competition Act Approval or as set forth in Schedule 3.4(b) with respect to any Material Contract or Required License, no consent, approval or authorization of, or registration, declaration or filing with, or notification to, any Governmental Authority or any other Person is required to be obtained, made or given by the Seller as a result of or in connection with the Seller’s execution, delivery and performance of this Agreement or any other Transaction Agreement by Seller do not and will not (with or without notice or lapse of time): (a) conflict with, violate or result in any breach of (i) any of the provisions of Seller’s Certificate of Incorporation or bylaws; (ii) any resolutions adopted by the Board of Directors or stockholders of Seller; (iii) any of the terms or requirements of any Governmental Approval held by Seller or any of its employees or that otherwise relates to the Business or any of the ELN Companies’ execution, delivery and performance Purchased Assets; or (iv) any provision of any Ancillary Agreement Material Contract; (b) give any Governmental Authority or consummation other Person the right to (i) challenge the Transaction; (ii) exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, or any of the Contemplated TransactionsPurchased Assets, is subject; (iii) declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate, modify or receive any payment under any Material Contract; or (iv) revoke, suspend or modify any Governmental Approval; (c) cause Seller or Purchaser to become subject to, or to become liable for the payment of, any Tax, or cause any of the Purchased Assets to be reassessed or revalued by any Tax Authority or other than Governmental Authority; (d) result in the imposition or creation of any items Encumbrance upon or with respect to any of the failure of which Purchased Assets; or (e) require Seller to obtain, obtain any Consent or make or give has not had and would not reasonably be expected deliver any filing or notice to have, individually a Governmental Authority or in the aggregate, a Material Adverse Effectany other Person.

No Conflicts; Required Consents. (a) The execution, delivery and performance by the Seller of this Agreement and by the Seller and each ELN Company of each Ancillary Agreement to which it is a party do not, and the consummation by the Seller and the ELN Companies of the Contemplated Transactions will not, (i) conflict with, violate or result in a breach of any provision of the Organizational Documents of the Seller or any of the ELN Companies; (ii) conflict with, violate or result in a breach of in any material respect any Applicable Law; (iii) subject to the matters referred to in Schedule 3.4(b), require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that with or without notice or lapse of time or both would become a default) under, or give to any Person any rights of acceleration, amendment, termination or cancellation or cause a loss of any rights under, any Material Contract or Required License relating to the Business to which any of the ELN Companies is a party or by which any of the ELN Companies or any of its assets or properties is bound, other than in the case of this clause; (iii) any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (iv) result in the creation or imposition of any Lien upon the Shares or any assets or properties of any of the ELN Companies, other than Permitted Liens. (b) Except for Competition Act Approval or as set forth in Schedule 3.4(b) with respect to any Material Contract or Required License, no consent, approval or authorization of, or registration, declaration or filing with, or notification to, any Governmental Authority or any other Person is required to be obtained, made or given by the Seller as a result of or in connection with the Seller’s execution, delivery and performance of this Agreement or any other Transaction Agreement by Seller does not and will not (with or without notice or lapse of time): (a) conflict with, violate or result in any breach of (i) any of the provisions of Seller’s certificate of incorporation or bylaws; (ii) the corporate resolutions of Seller; (iii) any of the terms or requirements of any Governmental Approval held by Seller or any of its employees or that otherwise relates to the Business or any of the ELN Companies’ execution, delivery and performance Purchased Assets or Assumed Liabilities; or (iv) any provision of any Ancillary Agreement Seller Contract; (b) give any Governmental Authority or consummation other Person the right to (i) challenge the Transaction; (ii) exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, the Primary Stockholder or any of the Contemplated TransactionsPurchased Assets or Assumed Liabilities, is subject; (iii) declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate, modify or receive any payment under any Seller Contract; or (iv) revoke, suspend or modify any Governmental Approval; (c) cause Seller or Purchaser to become subject to, or to become liable for the payment of, any Tax, or cause any of the Purchased Assets to be reassessed or revalued by any Tax Authority or other than Governmental Authority; (d) result in the imposition or creation of any items Encumbrance upon or with respect to any of the failure of which Purchased Assets; or (e) require Seller to obtain, obtain any Consent or make or give has not had and would not reasonably be expected deliver any filing or notice to have, individually or in the aggregate, a Material Adverse EffectGovernmental Authority.

No Conflicts; Required Consents. (a) The execution, execution and delivery and performance by the Seller such Vendor of this Agreement and by the Seller and each ELN Company of each Ancillary Agreement to which it such Vendor is a party do not, and the consummation by the Seller and the ELN Companies such Vendor of the Contemplated Transactions will not, : (i) conflict with, with or violate any Applicable Law binding upon or result in a breach of any provision of the Organizational Documents of the Seller applicable to such Vendor or any of the ELN Companiesits, his or her assets or properties; or (ii) conflict withassuming that all consents, violate or result in a breach of in any material respect any Applicable Law; (iii) subject to the matters approvals, filings, notifications and other actions referred to in Sections 3.3(b) and 4.2(b) of the Disclosure Schedule 3.4(b)are obtained, require any consent of, notice to given or other action by any Person undertaken, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) default under, or give to any Person others any rights of acceleration, amendment, termination or cancellation or cause a loss of any rights under, or result in the creation or imposition of any Material Lien upon the Shares or any assets or properties owned by such Vendor under, any Contract or Required License relating to the Business to which any of the ELN Companies such Vendor is a party or by which any of the ELN Companies such Vendor or any of its its, his or her assets or properties is bound, other than than, in the case of this clause; clause (ii) or (iii) above, any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; material adverse effect on such Vendor’s ability to perform its, his or (iv) result in her obligations hereunder or to timely consummate the creation or imposition of any Lien upon the Shares or any assets or properties of any of the ELN Companies, other than Permitted LiensContemplated Transactions. (b) Except for Competition Act Approval or as set forth in Schedule 3.4(bSections 3.3(b) with respect to any Material Contract or Required Licenseand 4.2(b) of the Disclosure Schedule, no consent, approval or authorization of, or registration, declaration or filing with, or notification to, any Governmental Authority or any other Person third party is required to be obtained, made or given by the Seller such Vendor as a result of its, his or in connection with the Seller’s her execution, delivery and performance of this Agreement or the Seller’s or any of the ELN Companies’ execution, delivery and performance of any Ancillary Agreement or consummation of the Contemplated Transactions, other than any items the failure of which to obtain, make or give has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on such Vendor’s ability to perform its, his or her obligations hereunder or to timely consummate the Contemplated Transactions.

No Conflicts; Required Consents. Neither the execution, delivery or performance of this Agreement nor any other Transaction Agreement by any Seller Entity nor the consummation of any of the Transactions will: (a) The execution, delivery and performance by the Seller of this Agreement and by the Seller and each ELN Company of each Ancillary Agreement to which it is a party do not, and the consummation by the Seller and the ELN Companies of the Contemplated Transactions will not, (i) conflict with, violate or result in a breach of any provision of the Organizational Documents of the Seller or any of the ELN Companies; (ii) conflict with, violate or result in a breach of in any material respect any Applicable Law; (iii) subject to the matters referred to in Schedule 3.4(b), require any consent of, notice to or other action by any Person under, conflict with, violate, result in a any breach of the terms, conditions or provisions of, constitute a default under (or an event that with or without notice or lapse of time or both would become a defaulttime) under, or give to any Person any rights of acceleration, amendment, termination or cancellation or cause a loss of any rights under, any Material Contract or Required License relating to the Business to which (i) any of the ELN Companies is a party or by which any provisions of the ELN Companies organizational documents of such Seller Entity, or (ii) any provision of its assets any Material Contract, or properties is boundrequire a Consent under any Material Contract, other than than, in the case of this clause; clause (iii) any ii), such items that have not had and would not reasonably be expected conflicts, violations, breaches, defaults or failures to haveobtain Consent that, individually alone or in the aggregate, would not have a Material Adverse Effect; material adverse impact on the Purchased Assets, the Product Lines or (iv) result in the creation or imposition of any Lien upon the Shares or any assets or properties ability of any of the ELN Companies, other than Permitted Liens.Seller Entities to timely consummate the Transactions; (b) Except for Competition Act Approval or as set forth in Schedule 3.4(b) other than with respect to any Material Contract or Required Licensethe FTC Order and the Antitrust Laws, no consentand except as, approval or authorization of, or registration, declaration or filing with, or notification to, any Governmental Authority or any other Person is required to be obtained, made or given by the Seller as a result of or in connection with the Seller’s execution, delivery and performance of this Agreement or the Seller’s or any of the ELN Companies’ execution, delivery and performance of any Ancillary Agreement or consummation of the Contemplated Transactions, other than any items the failure of which to obtain, make or give has not had and would not reasonably be expected to have, individually alone or in the aggregate, would not have a material adverse impact on the Purchased Assets, the Product Lines or the ability of any of the Seller Entities to timely consummate the Transactions, (i) give any Governmental Authority or other Person the right to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which such Seller Entity is bound or any of the Purchased Assets is subject (ii) violate or conflict with any provision of, or result in the breach of, any Legal Requirement applicable to Seller or require any Consent of any Person (other than pursuant to any Contract) or (iii) constitute a default under or give any Person the right to declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate, modify or receive any payment under any Material Contract or otherwise result in the termination of a Material Adverse EffectContract; (c) result in the imposition or creation of any material Encumbrance (other than Permitted Encumbrances) upon or with respect to, or result in the material imposition of additional obligations or material loss of rights under, any Purchased Asset; or (d) other than with respect to the FTC Order and the EC, require such Seller Entity to make or deliver any material filing or material notice to a Governmental Authority, other than reporting under the U.S. Securities Exchange Act of 1934, as amended.

No Conflicts; Required Consents. (a) 5.4.1 The execution, execution and delivery by each of Wolverine and performance by the Seller SubCo of this Agreement and by the Seller and each ELN Company of each Ancillary Agreement to which it Wolverine or SubCo, as the case may be, is a party do not, and the consummation completion by the Seller Wolverine and the ELN Companies SubCo of the Contemplated Transactions will not, (i) conflict with, with or violate or result in a breach of any provision of the Wolverine's or SubCo's Organizational Documents Documents; or (ii) assuming that all consents, approvals, filings, notifications and other actions referred to in Section 5.4.2 of the Seller Wolverine Disclosure Schedule are obtained, given or taken, (A) conflict with or violate any Applicable Laws binding upon or applicable to the Wolverine Group Members, License Entities or SubCo or any of the ELN Companiestheir respective material assets or properties; or (iiB) conflict with, violate or result in a breach of in any material respect any Applicable Law; (iii) subject to the matters referred to in Schedule 3.4(b), require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) default under, or give to any Person others any rights of acceleration, amendment, termination or cancellation or cause a loss of any rights under, any Material Contract or Required License relating to the Business to which any of the ELN Companies is a party or by which any of the ELN Companies or any of its assets or properties is bound, other than in the case of this clause; (iii) any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (iv) result in the creation or imposition of any Lien upon the Wolverine Shares or any assets or properties of the Wolverine Group Members, License Entities or SubCo under, any Material Contract or License to which any Wolverine Group Member, License Entity or SubCo, as the case may be, is a party or by which any Wolverine Group Member, License Entity or SubCo, as the case may be, or any of their respective material assets or properties is bound. Notwithstanding the ELN Companiesforegoing, other than Permitted Liensfor certainty, no representation is made with respect to any matter relating to compliance with, any conflict under, or the absence of any violation of, U.S. Cannabis Laws. (b) 5.4.2 Except for Competition Act Approval or as set forth in Schedule 3.4(b) with respect to any Material Contract or Required LicenseSection 5.4.2 of the Wolverine Disclosure Schedule, no consent, approval or authorization of, or registration, declaration or filing with, or notification to, any Governmental Authority or any other Person third party is required to be obtained, made or given by the Seller Wolverine or SubCo as a result of or in connection with the Seller’s execution, delivery and performance of this Agreement by them or the Seller’s or any of the ELN Companies’ execution, delivery and performance of any Ancillary Agreement or consummation completion of the Contemplated Transactions, other than any items the failure of which to obtain, make or give has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

No Conflicts; Required Consents. (a) The Except as set forth in Section 5.3(a) of the Company Disclosure Letter and assuming that (A) requisite Bankruptcy Court approvals are obtained, (B) the notices, authorizations, approvals, Orders, permits or consents set forth in Section 5.3(b) of the Company Disclosure Letter are made, given or obtained (as applicable), (C) the requirements of the HSR Act and any Other Antitrust Regulations are complied with, and (D) any filings required by any applicable federal or state securities or “blue sky” Laws are made, the execution, delivery and performance by the Seller Sellers of this Agreement and by the Seller and each ELN Company of each Ancillary Agreement to which it is a party do not, and the consummation by the Seller and the ELN Companies Sellers of the Contemplated Transactions will Transactions, do not, : (i) conflict with, violate or result in a breach of any provision of the Organizational Documents of the Seller Company, any of the other Sellers or any of the ELN CompaniesAcquired Entities other than, with respect to the other Sellers and the Acquired Entities, such violations that do not prevent Sellers’ or the Acquired Entities’ ability to consummate the Transactions prior to the Termination Date; (ii) conflict with, violate any Law applicable to Sellers or result in a breach the Acquired Entities or by which any Purchased Asset or any property or asset of in any material respect any Applicable Lawthe Acquired Entities is bound; or (iii) subject to the matters referred to in Schedule 3.4(b), require any consent of, notice to or other action by any Person under, conflict with, violate, result in a any breach of the terms, conditions or provisions of, constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) under, create in any party thereto the right to terminate or give to cancel, or require any Person any rights of acceleration, amendment, termination or cancellation or cause a loss of any rights consent under, any Material Contract or Required License relating to the Business to which any of the ELN Companies is a party or by which any of the ELN Companies or any of its assets or properties is bound, other than in the case of this clause; (iii) any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (iv) result in the creation or imposition of any Lien upon the Shares or any assets or properties of any of the ELN Companies, (other than a Permitted Liens. (bException) Except for Competition Act Approval or as set forth in Schedule 3.4(b) with respect to on any Material Contract or Required License, no consent, approval or authorization of, or registration, declaration or filing with, or notification to, any Governmental Authority or any other Person is required to be obtained, made or given by the Seller as a result of or in connection with the Seller’s execution, delivery and performance of this Agreement or the Seller’s Purchased Asset or any of the ELN Companies’ executionAcquired Entities under, delivery any Material Contract; except, in the case of clauses (ii) and performance of (iii), for any Ancillary Agreement such violations, breaches, defaults or consummation of the Contemplated Transactions, other than any items the failure of which to obtain, make or give has not had and occurrences that would not reasonably be expected to havebe, individually or in the aggregate, material to the Business, taken as a Material Adverse Effectwhole. (b) Except as set forth in Section 5.3(b) of the Company Disclosure Letter, no Seller nor any Acquired Entity is required to file, seek or obtain any notice, authorization, approval, Order, permit, or consent of or with any Governmental Body in connection with the execution, delivery and performance by Sellers of this Agreement or the consummation by Sellers of the Transactions, except (i) requisite Bankruptcy Court approvals, (ii) any filings required to be made under the HSR Act and any applicable Other Antitrust Regulations, or (iii) such filings as may be required by any applicable federal or state securities or “blue sky” Laws.

No Conflicts; Required Consents. (a) The executionExcept as set forth in Schedule 4.3, neither the execution and delivery and performance by the Seller of this Agreement and by the Seller and each ELN Company of each Ancillary Agreement to which it is a party do notPurchaser, and nor the consummation by the Seller and the ELN Companies Purchaser of the Contemplated Transactions transactions contemplated hereby or thereby, nor compliance by the Purchaser with any of the terms or provisions herein or therein, will not, (i) conflict with or violate any provision of the articles of incorporation or bylaws of the Purchaser, or (ii) violate, conflict with, violate constitute or result in a breach of any term, condition, or provision of the Organizational Documents of the Seller or any of the ELN Companies; (ii) conflict with, violate or result in a breach of in any material respect any Applicable Law; (iii) subject to the matters referred to in Schedule 3.4(b), require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that with or without notice or the lapse of time time, or both would become a defaultboth) under, or give rise to any Person right of termination, cancellation, or acceleration of any rights of acceleration, amendment, termination obligation or cancellation or cause a the loss of any rights benefit under, or require a Consent pursuant to, or result in the creation of any Material Contract Lien upon any material assets or Required License relating to properties of the Business to which Purchaser pursuant to, any of the ELN Companies terms, provisions, or conditions of any material loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, agreement, contract, lease, Permit, concession, franchise, plan, or other instrument or obligation to which the Purchaser is a party party, or by which any of its material properties or assets may be bound or affected, except for such violations, conflicts, breaches, defaults, creation of Liens, or failure to obtain a Consents which are not reasonably likely in the ELN Companies aggregate, to have a Material Adverse Effect on the Purchaser, or (iii) conflict with or violate any judgment, order, writ, Injunction, decree, or Law applicable to the Purchaser or any of its properties or assets or properties is bound, other than which in the case of this clause; (iii) any such items that aggregate would have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (iv) result in Effect on the creation or imposition of any Lien upon the Shares or any assets or properties of any of the ELN Companies, other than Permitted LiensPurchaser. (b) Except for Competition Act Approval Neither the execution and delivery by the Purchaser of this Agreement or as set forth in Schedule 3.4(b) with respect any of the Related Documents to which it is a party, nor the consummation by the Purchaser of the transactions contemplated hereby or thereby will require, on the part of the Purchaser, any Material Contract or Required Licensenotice to, no consent, approval or authorization of, or registration, declaration declaration, or filing with, order, authorization, or notification toPermit of, any Governmental Authority exemption or waiver by, or Consent of, or any other Person is required to be obtained, made or given action by the Seller as a result of or in connection with the Seller’s execution, delivery and performance of this Agreement or the Seller’s or any of the ELN Companies’ execution, delivery and performance of any Ancillary Agreement or consummation of the Contemplated Transactions, other than any items the failure of which to obtain, make or give has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectGovernment Entity.

No Conflicts; Required Consents. (a) The execution, execution and delivery and performance by the Seller Purchaser of this Agreement and by the Seller and each ELN Company of each Ancillary Agreement to which it the Purchaser is a party do not, and the consummation by the Seller and the ELN Companies Purchaser of the Contemplated Transactions will not, (i) conflict with, with or violate or result in a breach of any provision of the Organizational Documents of Purchaser’s organizational documents; or (ii) assuming that the Seller Regulatory Approvals are obtained, (A) conflict with or violate any Applicable Law binding upon or applicable to the Purchaser or any of the ELN Companies; its material assets or properties or (iiB) conflict with, violate or result in a breach of in any material respect any Applicable Law; (iii) subject to the matters referred to in Schedule 3.4(b), require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or provisions of, constitute a default (or an event that that, with or without notice or lapse of time or both both, would become a default) default under, or give to any Person others any rights of acceleration, amendment, termination or cancellation or cause a loss of any rights under, any Material material Contract or Required License relating to the Business to which any of the ELN Companies Purchaser is a party or by which any of the ELN Companies Purchaser or any of its material assets or properties is bound, other than than, in the case of this clause; clause (iiiA) or (B) above, any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; material adverse effect on the Purchaser’s ability to perform its obligations hereunder or (iv) result in to timely consummate the creation or imposition of any Lien upon the Shares or any assets or properties of any of the ELN Companies, other than Permitted LiensContemplated Transactions. (b) Except for Competition Other than the Regulatory Approvals and other than the giving of a post-closing notice under the Investment Canada Act Approval or as set forth in Schedule 3.4(b) with respect to any Material Contract or Required License(Canada), no consent, approval or authorization of, or registration, declaration or filing with, or notification to, any Governmental Authority or any other Person third party is required to be obtained, made or given by the Seller Purchaser as a result of or in connection with the Seller’s its execution, delivery and performance of this Agreement or the Seller’s or any of the ELN Companies’ execution, delivery and performance of any Ancillary Agreement or its consummation of the Contemplated Transactions, other than any items the failure of which to obtain, make or give has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the Purchaser’s ability to perform its obligations hereunder or to timely consummate the Contemplated Transactions.

No Conflicts; Required Consents. (a) The execution, execution and delivery and performance by the Seller Company of this Agreement and by the Seller and each ELN Company of each Ancillary Agreement other Transaction Documents to which it is a party do not, and the consummation performance by the Seller and Company, the ELN Companies Selling Shareholders, or other parties to this Agreement or any Transaction Document of the Contemplated Transactions transactions contemplated hereby or thereby to be performed by it will not, subject to obtaining the consents, approvals, orders or authorizations and making the filings referred to below, (i) violate, conflict with, violate with or result in a breach of any provision of the Organizational Documents Charter of the Seller Company or the Charter of any of the ELN Companies; its Subsidiaries, (ii) conflict with, violate or result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or give any person the right to require any security to be repurchased under, any permits, licenses, instruments, franchises, concessions, authorizations and approvals (collectively, "Permits") or any contract, order, judgment or decree to which the Company or any of its Subsidiaries is a party, by which any of their respective properties are bound, or that are used by the Company or any of its Subsidiaries under management agreements, (iii) constitute a violation of any laws, statutes, rules, regulations, ordinances, judgments, orders, decrees, injunctions, and writs of any Governmental Entity (defined in Section 3.1.7(c)) having jurisdiction over the Company or any of its Subsidiaries or the Business, operations, properties or assets of the Company or its Subsidiaries, as they may be in effect on or before the Closing ("Law"), or (iv) conflict with or result in a breach of in any material respect any Applicable Law; (iii) subject to the matters referred to in Schedule 3.4(b), require any consent of, notice to or other action by any Person under, conflict with, violate, result in a breach of the terms, conditions or terms and provisions of, or constitute a default (or an event that which, with or without notice or lapse of time time, or both both, would become constitute a default) or require consent under, or give to any Person any rights of acceleration, amendment, termination or cancellation or cause a loss of any rights under, any Material Contract or Required License relating to the Business to which any of the ELN Companies is a party or by which any of the ELN Companies or any of its assets or properties is bound, other than in the case of this clause; (iii) any such items that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (iv) result in the creation or imposition of any Lien upon any property of the Shares Company or any assets or properties of its Subsidiaries pursuant to the terms of any agreement to which the Company or any of its Subsidiaries is a party or by which any of such entities or their respective properties may be bound or under which the ELN Companies, other than Permitted LiensCompany or any of its Subsidiaries owns or operates any of their respective properties or the Business. (b) Except Neither the Company nor any of its Subsidiaries (i) is in violation of any of their respective Charter, (ii) is in default in the due performance or observance of any agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of them or any of their respective properties may be bound (and no event has occurred which, with notice or lapse of time or both, would constitute such a default), except for Competition Act Approval such defaults as would not have a Material Adverse Effect, (iii) is in violation of any Law to which it or its property may be subject, except for such violations as set would not have a Material Adverse Effect, or (iv) has failed to obtain and have in full force and effect any material Permit necessary for the conduct of its business or the ownership or lease of its property. (c) Schedule 3.1.7 of the Company Disclosure Schedule sets forth in Schedule 3.4(ba complete and correct list of all consents, approvals, orders and Permits of, and registrations, declarations and filings with, any third party or any governmental or regulatory department, commission, board, bureau, agency, court or other instrumentality of the United States, Mexico or any state, county, parish or municipality, jurisdiction, or other political subdivision thereof (including the SECOFI, CFC, CNBV, Bolsa, United States Department of Justice and United States Federal Trade Commission) with respect to ("Governmental Entity") (including any Material Contract or Required License, no consent, approval or authorization ofwith respect to any contract, Permit or registration, declaration or filing with, or notification to, any Governmental Authority or any other Person Environmental Permit (defined in Section 3.1.26)) that is required to be obtained, made or given by the Seller as a result of or in connection with the Seller’s execution, delivery and performance of this Agreement or the Seller’s or any of the ELN Companies’ execution, delivery and performance of any Ancillary Agreement or consummation of the Contemplated Transactions, other than any items the failure of which to obtain, make or give has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.