Common use of No Violation or Approval; Consents Clause in Contracts

No Violation or Approval; Consents. Neither the execution and delivery by Investor of this Agreement or the Ancillary Agreements nor the consummation of the Contemplated Transactions will: 5.3.1 require any consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than (a) required filings under the HSR Act and (b) consents, waivers, approvals, orders, authorizations or filings that, if not obtained or made, would not, in the aggregate, reasonably be expected to prevent or materially impair the ability of Investor to either (i) timely consummate the Contemplated Transactions or (ii) perform its obligations under this Agreement or any Ancillary Agreement; 5.3.2 except as would not reasonably be expected to prevent or materially impair or materially delay the ability of Investor to either (a) timely consummate the Contemplated Transactions or (b) perform its obligations under this Agreement and the Ancillary Agreements, result in a breach or violation of, or default under, or acceleration of the time for performance of any obligations under, or require the consent of any third party under, any Contract to which Investor is party; or 5.3.3 except as would not reasonably be expected to prevent or materially impair or materially delay the ability of Investor to either (a) timely consummate the Contemplated Transactions or (b) perform its obligations under this Agreement and the Ancillary Agreements, result in a breach or violation of any Law or Governmental Order to which Investor or any of its Affiliates is subject; or 5.3.4 result in a breach or violation of the Organizational Documents of Investor.

No Violation or Approval; Consents. Neither the execution and delivery by Investor Navistar of this Agreement or the Ancillary Agreements nor the consummation of the Contemplated Transactions will, and the Reorganization did not, in each case, with or without notice or lapse of time or both: 5.3.1 4.4.1 require any consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than (a) required filings under the HSR Act and (b) consents, waivers, approvals, orders, authorizations or filings that, if not obtained or made, would not, individually or in the aggregate, reasonably be expected to prevent prevent, materially impair or materially impair the ability of Investor to delay either (i) the ability of Navistar to timely consummate the Contemplated Transactions or (ii) perform its obligations under this Agreement or any Ancillary Agreement; 5.3.2 4.4.2 except as would not reasonably be expected to prevent or prevent, materially impair or materially delay the ability of Investor Navistar to either (a) timely consummate the Contemplated Transactions or (b) perform its obligations under this Agreement and the Ancillary Agreements, result in a breach or violation of, or default under, or acceleration of the time for performance of any obligations under, or require the consent of any third party under, any Contract to which Investor Navistar is party; or 5.3.3 4.4.3 except as would not reasonably be expected to prevent or prevent, materially impair or materially delay the ability of Investor Navistar to either (a) timely consummate the Contemplated Transactions or (b) perform its obligations under this Agreement and the Ancillary Agreements, result in a breach or violation of any Law or Governmental Order to which Investor Navistar or any of its Affiliates is subject; or 5.3.4 4.4.4 result in a breach or violation of the Organizational Documents of InvestorNavistar, if applicable.

No Violation or Approval; Consents. Neither the execution and delivery by Investor each of Parent and Merger Sub of this Agreement or (or, in the Ancillary Agreements case of Parent, the Escrow Agreement) nor the consummation of the Contemplated Transactions will: 5.3.1 4.3.1. require any the consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than (a) required filings under the HSR Act Act, (b) filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (bc) consents, waivers, approvals, orders, authorizations or filings that, if not obtained or made, would not, in the aggregate, not reasonably be expected to prevent or materially impair the ability of Investor Parent or Merger Sub to either (i) timely consummate the Contemplated Transactions or (ii) perform its obligations under this Agreement or any Ancillary AgreementTransactions; 5.3.2 4.3.2. result in a breach, violation or termination of, or acceleration of obligations under, or default under (or an event which, with notice or lapse of time or both, would constitute a default), or require the consent of any third party under, any Contract to which Parent or Merger Sub is party, except for such breaches, violations, terminations, accelerations, defaults or consents as would not reasonably be expected to prevent or materially impair or materially delay the ability of Investor Parent or Merger Sub to either (a) timely consummate the Contemplated Transactions or (b) perform its obligations under this Agreement and the Ancillary Agreements, Transactions; 4.3.3. result in a breach or violation of, or default under, or acceleration of the time for performance of any obligations under, or require the consent of any third party under, any Contract to which Investor is party; or 5.3.3 except as would not reasonably be expected to prevent or materially impair or materially delay the ability of Investor to either (a) timely consummate the Contemplated Transactions or (b) perform its obligations under this Agreement and the Ancillary Agreements, result in a breach or material violation of any Law Legal Requirement or Governmental Order or NADAQ Global Select Market listing or maintenance requirement to which Investor Parent, Merger Sub or any of its their respective Affiliates is subject; or 5.3.4 4.3.4. result in a material breach or violation of the Organizational Documents of InvestorParent or Merger Sub.

No Violation or Approval; Consents. Neither the execution and delivery by Investor Buyer of this Agreement or the Ancillary Agreements nor the consummation by Buyer of the Contemplated Transactions will: 5.3.1 5.3.1. except as set forth on Schedule 5.3.1, require any the consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than (a) required filings under the HSR Act Act, (b) any required filings under Insurance Laws set forth on Schedule 5.3.1(b), and (bc) consents, waivers, approvals, orders, authorizations or filings that, in each case, if not obtained or made, would not, in the aggregate, not reasonably be expected to prevent or materially impair or materially delay the ability of Investor Buyer to either (i) timely consummate the Contemplated Transactions or (ii) perform its obligations under this Agreement or any Ancillary Agreementin accordance with the terms hereof; 5.3.2 5.3.2. except as set forth on Schedule 5.3.2, result in a breach, violation or termination of, or acceleration of obligations under, or default under, or require the consent of any third party under, any Contract to which Buyer is party or Governmental Order to which Buyer is subject, except for such breaches, violations, terminations, accelerations, defaults or consents as would not reasonably be expected to prevent or materially impair or materially delay the ability of Investor such Buyer to either (a) timely consummate the Contemplated Transactions or (b) perform its obligations under this Agreement and in accordance with the Ancillary Agreements, terms hereof; or 5.3.3. result in a breach or violation of, or default under, or acceleration of the time for performance of any obligations under, or require the consent of any third party under, any Contract to which Investor is party; or 5.3.3 except as would not reasonably be expected to prevent or materially impair or materially delay the ability of Investor to either (a) timely consummate the Contemplated Transactions or (b) perform its obligations under this Agreement and the Ancillary Agreements, result in a breach or violation of any Law or Governmental Order to which Investor or any of its Affiliates is subject; or 5.3.4 result in a breach or violation of the Organizational Documents of InvestorBuyer.

No Violation or Approval; Consents. Neither Except as set forth on Schedule 4.4, neither the execution and delivery by Investor Seller of this Agreement or the Ancillary Agreements nor the consummation by Seller of the Contemplated Transactions will: 5.3.1 4.4.1. require any the consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than (a) required filings under the HSR Act and Act, (b) the required filings under the applicable Insurance Laws set forth on Schedule 4.4.1(b), and (c) other consents, waivers, approvals, orders, authorizations or filings that, in each case, if not obtained or made, would not, in the aggregate, not reasonably be expected to prevent or materially impair or materially delay the ability of Investor Seller to either (i) timely consummate the Contemplated Transactions or (ii) perform its obligations under this Agreement or any Ancillary Agreementin accordance with the terms hereof; 5.3.2 4.4.2. result in (with or without due notice or lapse of time or both) a breach, violation or termination of, or acceleration of obligations under, or default under, or require the consent of any third party under, any Contract to which Seller is party or Governmental Order to which Seller is subject, except for such breaches, violations, terminations, accelerations, defaults or consents as would not reasonably be expected to prevent or materially impair or materially delay the ability of Investor Seller to either (a) timely consummate the Contemplated Transactions or (b) perform its obligations under this Agreement and in accordance with the Ancillary Agreements, terms hereof; or 4.4.3. result in a breach or violation of, or default under, or acceleration of the time for performance of any obligations under, or require the consent of any third party under, any Contract to which Investor is party; or 5.3.3 except as would not reasonably be expected to prevent or materially impair or materially delay the ability of Investor to either (a) timely consummate the Contemplated Transactions or (b) perform its obligations under this Agreement and the Ancillary Agreements, result in a breach or violation of any Law or Governmental Order to which Investor or any of its Affiliates is subject; or 5.3.4 result in a breach or violation of the Organizational Documents of InvestorSeller.

No Violation or Approval; Consents. Neither the execution and delivery by Investor each of Parent and Merger Sub of this Agreement or (or, in the Ancillary Agreements case of Parent, the Escrow Agreement) nor the consummation of the Contemplated Transactions will: 5.3.1 4.3.1. require any the consent, waiver, approval, order or authorization of, or filing with, any Governmental Authority, other than (a) required filings under the HSR Act Act, (b) filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (bc) consents, waivers, approvals, orders, authorizations or filings that, if not obtained or made, would not, in the aggregate, not reasonably be expected to prevent or materially impair or materially delay the ability of Investor Parent or Merger Sub to either (i) timely consummate the Contemplated Transactions or (ii) perform its obligations under this Agreement or any Ancillary AgreementTransactions; 5.3.2 4.3.2. result in a breach, violation or termination of, or acceleration of obligations under, or default under (or an event which, with notice or lapse of time or both, would constitute a default), or require the consent of any third party under, any Contract to which Parent or Merger Sub is a party, except for such breaches, violations, terminations, accelerations, defaults or consents as would not reasonably be expected to prevent or materially impair or materially delay the ability of Investor Parent or Merger Sub to either (a) timely consummate the Contemplated Transactions or (b) perform its obligations under this Agreement and the Ancillary Agreements, Transactions; 4.3.3. result in a breach or violation of, or default under, or acceleration of the time for performance of any obligations under, or require the consent of any third party under, any Contract to which Investor is party; or 5.3.3 except as would not reasonably be expected to prevent or materially impair or materially delay the ability of Investor to either (a) timely consummate the Contemplated Transactions or (b) perform its obligations under this Agreement and the Ancillary Agreements, result in a breach or material violation of any Law Legal Requirement or Governmental Order to which Investor Parent, Merger Sub or any of its their respective Affiliates is subject; or 5.3.4 4.3.4. result in a material breach or violation of the Organizational Documents of InvestorParent or Merger Sub.