No Consents; Conflicts. No consent, authorization by, approval of or other action by, and no notice to, or filing or registration with, any governmental authority, agency, regulatory body, lender, lessor, franchisee or other Person is required for the execution, delivery or performance of this Agreement by C&S, other than those that have been obtained and are in full force and effect. The execution, delivery and performance of this Agreement will not result in any violation or breach of any provision of the charter or by-laws of C&S, any judgment, decree or order to which C&S is a party or by which it is bound, any indenture, mortgage or other agreement or instrument to which C&S is a party or by which it is bound or any statute, rule or regulation applicable to C&S.
No Consents; Conflicts. No consent, approval or other action by any governmental authority or third party is required in connection with the execution, delivery and performance of this Agreement by WWATT and neither the execution, delivery or performance of this Agreement by WWATT will (i) violate, conflict with or result in a breach of any provision of, or constitute a default or an event which with notice or lapse of time or both, would constitute a default under WWATT's articles of incorporated or bylaws or any agreement or obligation to which WWATT is a party or by which it may be bound or effected where such violation, conflict, breach or default would have a material adverse effect on the transactions contemplated by this Agreement, or (ii) violate any order, writ, injunctions, decree, statue, rule or regulation applicable to WWATT where such violation would have a material adverse effect on the transactions contemplated by this Agreement. 3.4
No Consents; Conflicts. No consent, approval, order, authorization, release or waiver of, or registration, declaration or filing with, any Governmental Authority is necessary or required to be made or obtained by Trident or any of its Subsidiaries to enable Trident and any such Subsidiary to lawfully execute and deliver, enter into, and perform its obligations under this Agreement and each of the Ancillary Agreements to which any of them is or will be a party or to consummate the Transaction, except (i) the Antitrust Approvals set forth on Schedule 6.2(c) of the Trident Disclosure Schedule (provided, however, that Schedule 6.2(c) may be updated by Trident, with the consent of NXP on or before October 31, 2009 (which consent shall not be unreasonably withheld or delayed) to reflect further analysis of applicable Antitrust Laws and any required filings and notifications), and (ii) such consents, approvals, orders, authorizations, releases, waivers, registrations, declarations or filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to be material to the ability of Trident or any of its Subsidiaries to consummate the Transaction or to perform its obligations under this Agreement or the Ancillary Agreements or to have an adverse effect on Trident and its Subsidiaries that is not immaterial. Neither the execution and delivery of this Agreement and any of the Ancillary Agreements to which Trident or any of its Subsidiaries is or will be a party, nor the consummation of the Transaction or any other transaction contemplated hereby or thereby, conflicts with or violates or results in any violation of or default under (with or without notice or lapse of time, or both) or gives rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under: (a) any provision of the Charter Documents of Trident or any of its Subsidiaries, each as currently in effect; or (b) any Applicable Law; or (c) any Contract to which Trident or any of its Subsidiaries is a party, other than in the case of clause (b) or (c), such conflicts, violations, defaults, terminations, cancellations, modifications, accelerations or losses that would not, individually or in the aggregate, reasonably be expected to be material to, or to delay, the ability of Trident or any of its Subsidiaries to consummate the Transaction or to perform its obligations under this Agreement or any of the Ancillary Agreements to which...
No Consents; Conflicts. No consent, authorization by, approval of or other action by, and no notice to, or filing or registration with, any governmental authority, agency, regulatory body, lender, lessor, franchisee or other person is required for the execution, delivery or performance of this Agreement by WO, other than those that have been obtained and are in full force and effect. The execution, delivery and performance of this Agreement will not result in (with or without due notice or lapse of time or both) any violation or breach of any provision of the charter or by-laws of WO, any judgment, decree or order to which WO is a party or by which it is bound, any indenture, mortgage or other agreement.
No Consents; Conflicts. The ORAYCOM Shareholder represents and warrants that (a) no consent, approval or other action by any governmental authority or third party is required in connection with the execution, delivery and performance of this Agreement by such ORAYCOM Shareholder; and (b) neither the execution, delivery or performance of this Agreement by such ORAYCOM Shareholder will (i) violate, conflict with or result in a breach of any provision of or constitute a default or an event which with notice or lapse of time or both, would constitute a default under ORAYCOM's articles of incorporation or by-laws or any agreement or obligation to which ORAYCOM or such ORAYCOM Shareholder are a party or by which either of such persons may be bound or affected where such violation, conflict, breach or default would have a material adverse effect on the transactions contemplated by this Agreement, or (ii)violate any order, writ, injunction, decree, statute, rule or regulation applicable to ORAYCOM or such ORAYCOM Shareholder where such violation would have a material adverse effect on the transactions contemplated by this Agreement. 2.4
No Consents; Conflicts. No consent, authorization by, approval of or other action by, and no notice to, or filing or registration with, any governmental authority, agency, regulatory body, lender, lessor, franchisee or other person is required for the execution, delivery or performance of this Agreement by UNFI, other than those that have been obtained and are in full force and effect. The execution, delivery and performance of this Agreement will not result (with or without due notice or lapse of time or both) in any violation or breach of any provision of the charter or by-laws of UNFI, any judgment, decree or order to which UNFI is a party or by which it is bound, any indenture, mortgage or other agreement or instrument to which UNFI is a party or by which it is bound or any statute, rule or regulation applicable to UNFI.
No Consents; Conflicts. No consent, authorization by, approval of or other action by, and no notice to, or filing or registration with, any governmental authority, agency, regulatory body, lender, lessor, franchisee or other Person is required for the execution, delivery or performance of this Agreement by Grand Union. The execution, delivery and performance of this Agreement will not result in any violation or breach of any provision of the charter or by-laws of Grand Union, any judgment, decree or order to which Grand Union is a party or by which it is bound, any indenture, mortgage or other agreement or instrument to which Grand Union is a party or by which it is bound or any statute, rule or regulation applicable to Grand Union.
No Consents; Conflicts. Except as described on Schedule 8.02, no consent, authorization by, approval of or other action by, and no notice to, or filing or registration with, any governmental authority, agency, regulatory body, lender, lessor, franchisee or other Person is required for the execution, delivery or performance of this Agreement by each of Big V, Holding and BVH, other than those that have been obtained and are in full force and effect. The execution, delivery and performance of this Agreement will not result in any violation or breach of any provision of the charter or by-laws of Big V, Holding or BVH, any judgment, decree or order to which Big V, Holding or BVH isa party or by which it is bound, any indenture, mortgage or other agreement or instrument to which Big V, Holding or BVH is a party or by which it is bound or any statute, rule or regulation applicable to Big V, Holding and BVH.
No Consents; Conflicts. Except for consents, if any, described in Section 3(e), no consents, waivers or other actions by any third party are required in connection with the execution, delivery and performance of this Agreement by Operator. The execution, delivery and performance of this Agreement by Operator will not (A) violate any judgment, order, injunction, decree, regulation or ruling of any court or governmental entity or (B) conflict or result in a breach of, or constitute a default under the articles of incorporation or by-laws of Operator, or agreement to which Operator is a party or by which Operator is bound.
No Consents; Conflicts. No consent, approval, order, authorization, release or waiver of, or registration, declaration or filing with, any Governmental Authority, is necessary or required to be made or obtained by United or any United Group Company to enable any of them to lawfully execute and deliver, enter into, and perform under each of the Transaction Agreements to which United or any United Group Company is party or to consummate the Transaction, except (i) such filings, notifications, notices, submissions, applications, or Consents as may be required in connection with the Transaction under applicable Antitrust Laws in the jurisdictions identified in Exhibit 4.1(d)(i) (the “Required Regulatory Approvals”), and, if applicable, the Strategic Law, (ii) as otherwise set forth on Section 4.1(d)(ii) of the United Disclosure Letter or the relevant section of the United Supplemental Disclosure Letter (if any) or (iii) those consents, approvals, orders, authorizations, releases, waivers, registrations, declarations or filings the failure of which to obtain or make would not, individually or in the aggregate, (A) reasonably be expected to be material to the ability of United or the United Group Companies to consummate the Transaction or to perform their respective obligations under the Transaction Agreements to which they are or will be a party or (B) have a material and adverse effect on the United Business taken as a whole. Neither the execution and delivery by United or any of the United Group Companies of any of the Transaction Agreements to which it is or will be a party, as applicable, nor the consummation of the Transaction, conflicts with or violates or results in any violation of or default under (with or without notice or lapse of time, or both) or gives rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any benefit under: (1) any provision of the Organizational Documents of United or any of the United Group Companies, each as currently in effect; Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Confidential treatment has been requested with respect to the omitted portions. Double asterisks denote omissions.
