Common use of No Consents; Conflicts Clause in Contracts

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 it is or will be a party or to have an adverse effect on Trident and its Subsidiaries that is not immaterial.

No Consents; Conflicts. No consent, approval, order, authorization, release or waiver of, or registration, declaration or filing with, any Governmental Authority Authority, is necessary or required to be made or obtained by Trident Maple Leaf or any of its Subsidiaries the Maple Leaf Group Companies to enable Trident and any such Subsidiary of them to lawfully execute and deliver, enter into, and perform its obligations under this Agreement and each of the Ancillary Transaction Agreements to which Maple Leaf or any of them Maple Leaf Group Company is or will be a party or to consummate the Transaction, except (i) the Antitrust Approvals Required Regulatory Approvals, (ii) as otherwise set forth on Schedule 6.2(cSection 6.1(d)(ii) the Maple Leaf Disclosure Letter or the relevant section of the Trident Maple Leaf Supplemental Disclosure Schedule Letter (provided, however, that Schedule 6.2(cif any) may be updated by Trident, with the consent of NXP on or before October 31, 2009 (which consent shall not be unreasonably withheld or delayediii) to reflect further analysis of applicable Antitrust Laws and any required filings and notifications), and (ii) such 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 Trident Maple Leaf or any of its Subsidiaries the Maple Leaf Group Companies to consummate the Transaction or to perform its their respective obligations under this Agreement the Transaction Agreements to which they are or the Ancillary Agreements will be a party or to (B) have an a material and adverse effect on Trident and its Subsidiaries that is not immaterialthe Maple Leaf Business taken as a whole. Neither the execution and delivery by Maple Leaf or the Maple Leaf Group Companies of this Agreement and any of the Ancillary Transaction Agreements to which Trident or any of its Subsidiaries it is or will be a party, as applicable, nor the consummation of the Transaction or any other transaction contemplated hereby or therebyTransaction, 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: (a1) any provision of the Charter Organizational Documents of Trident Maple Leaf or any of its Subsidiaries, each the Maple 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. Leaf Group Companies as currently in effect; or (b2) assuming the receipt of all consents, approvals, orders, authorizations, releases and waivers and the making of all registrations, declarations and filings set forth on Section 6.1(d)(ii) of the Maple Leaf Disclosure Letter, any Applicable Law; or (c3) any Contract to which Trident or any of its Subsidiaries is a partyMaple Leaf Material Contract, other than in each case except as set forth on Section 6.1(d)(iii) the Maple Leaf Disclosure Letter and in the case of clause clauses (b2) or (c3), other than such conflicts, violations, defaults, terminations, cancellations, modifications, accelerations or losses that would notthat, individually or in the aggregate, would not (x) reasonably be expected to be material to, or to delay, the ability of Trident Maple Leaf or any of its Subsidiaries the Maple Leaf Group Companies to consummate the Transaction or to perform its their respective obligations under this Agreement or any of the Ancillary Transaction Agreements to which it is or will be a party or to party, (y) have an a material and adverse effect on Trident the Maple Leaf Business taken as a whole, or (z) reasonably be expected to have a material and its Subsidiaries that adverse effect on the Business of JV Newco, taken as a whole, following Completion. No Maple Leaf Group Company is not immaterial.a Strategic Entity

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 NXP to enable Trident and any such Subsidiary NXP 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 it is or will be a party or to consummate the Transaction, except (i) the Antitrust Approvals Approvals, (ii) as set forth on Schedule 6.2(c5.2(c) of the Trident Disclosure Schedule or (provided, however, that Schedule 6.2(ciii) 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 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, reasonably be expected to be material to the NXP’s ability of Trident or any of its Subsidiaries to consummate the Transaction or to perform its obligations under this Agreement or the Ancillary Agreements to which it is or will be a party or to have an adverse effect on Trident and its Subsidiaries the Business that is not immaterial. Neither the execution and delivery by NXP of this Agreement and or any of the Ancillary Agreements to which Trident or any of its Subsidiaries NXP 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 SubsidiariesNXP, each as currently in effect; or (b) any Applicable Law; or (c) any Business Material Contract, any Contract unrelated to the Business, or any Contract relating to Indebtedness, in each case to which Trident NXP or any of its Subsidiaries is a party, other than in the case of clause clauses (b) or and (c), as set forth on Schedule 5.2(c) or 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 NXP’s 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 it is or will be a party or to have an adverse effect on Trident and its Subsidiaries the Business that is not immaterial.

No Consents; Conflicts. No consent, approval, order, authorization, release or waiver of, or registration, declaration or filing with, any Governmental Authority Authority, is necessary or required to be made or obtained by Trident the Transferred Newcos, the Companies or any of its their Subsidiaries to enable Trident and any such Subsidiary them 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 are party or to consummate the Transaction, (assuming, for the purpose of this Section 4.1, that following the Closing the Transferred Newcos, the Companies and their respective Subsidiaries will not be Subsidiaries of NXP), except (i) such filings and notifications as may be required to be made in connection with the Transaction under the HSR Act and other applicable Antitrust Approvals Laws set forth on Schedule 6.2(c4.1(d)(i) of the Trident NXP Disclosure Schedule (provided, however, that Schedule 6.2(c4.1(d)(i) may be updated by TridentNXP, with the consent of NXP on or before October 31, 2009 Trident (which consent shall not be unreasonably withheld or delayed) at any time prior to October 31, 2009 to reflect further analysis of applicable Antitrust Laws and any required filings and notifications) and the expiration or early termination of applicable waiting periods under the HSR Act and such Antitrust Laws (the “Antitrust Approvals”), and (ii) such as otherwise set forth on Schedule 4.1(d)(i) of the NXP Disclosure Schedule 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, reasonably be expected to be material to any Transferred Newco’s, the Companies’ and their Subsidiaries’ ability of Trident or any of its Subsidiaries to consummate the Transaction or to perform its their obligations under this Agreement or the Ancillary Agreements to which they are or will be a party or to have an adverse effect on Trident and its Subsidiaries the Business that is not immaterial. Neither the execution and delivery by the Transferred Newcos, the Companies or any of this Agreement and their Subsidiaries of any of the Ancillary Agreements to which Trident or any of its Subsidiaries is or will be a partyAgreements, nor the consummation of the Transaction or any other transaction contemplated hereby or therebythereby (assuming, for the purpose of this Section 4.1, that following the Closing the Transferred Newcos, the Companies and their respective Subsidiaries will not be Subsidiaries of NXP), 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 Transferred Newco, any of its the Companies or their Subsidiaries, each as currently in effect; or (b) assuming the receipt of all consents, approvals, orders, authorizations, releases and waivers and the making of all registrations, declarations and filings set forth on Schedule 4.1(d)(i) of the NXP Disclosure Schedule, any Applicable Law; or (c) any Contract to which Trident or any Business Material Contract, in each case except as set forth on Schedule 4.1(d)(ii) of its Subsidiaries is a party, other than the NXP Disclosure Schedule and in the case of clause (b) or (c), other than such conflicts, violations, defaults, terminations, cancellations, modifications, accelerations or losses that would notthat, individually or in the aggregate, would not reasonably be expected to be material to, or to delay, any Transferred Newco’s, the Companies’ and their Subsidiaries’ ability of Trident or any of its Subsidiaries to consummate the Transaction or to perform its their obligations under this Agreement or any of the Ancillary Agreements to which it is they are or will be a party or to have an adverse effect on Trident and its Subsidiaries the Business that is not immaterial.