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

No Violation or Conflict; Consents. Neither the execution and delivery by Seller, Supplier, Marcas Modelo or ABI of this Agreement or any of the other Transaction Documents to which Seller, Supplier, Marcas Modelo or ABI is or will be a party as of the Closing, as applicable, nor the performance by Seller, Supplier, Marcas Modelo or ABI of their respective obligations hereunder and thereunder, as applicable, nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without notice or lapse of time, or both): (a) violate, contravene, conflict with or breach any term or provision of the Organizational Documents of Seller, Supplier, Marcas Modelo or ABI; (b) except as may be provided in the Organizational Documents of Importer, violate, contravene, conflict with, breach, constitute a default under, require any notice under, or give any Person the right to cancel, modify or terminate, or accelerate the maturity or performance of, any Contract to which Seller, Supplier, Marcas Modelo or ABI is a party or by which any of their respective assets is bound; or (c) violate, contravene or conflict with any of the terms, conditions or requirements of, or, except as may be required by the Alcoholic Beverage Authorities, require any notice to or filing with any Governmental Authority under, any Permit, Law or Order applicable to Seller, Supplier, Marcas Modelo or ABI or any of their respective assets; other than, in the case of clauses (b) and (c), such violations, contraventions, conflicts, breaches, defaults, notices, cancellations, modifications, terminations, accelerations or rights that would not materially and adversely affect ABI’s ability to execute and deliver, or perform its obligations under, this Agreement and the other Transaction Documents to which it is a party or will be a party or give rise to a Lien on the Importer Interest (other than Permitted Liens).

No Violation or Conflict; Consents. Neither Except as set forth in Schedule 4.3, the execution execution, delivery and delivery by Seller, Supplier, Marcas Modelo or ABI performance of this Agreement and all of the other documents and instruments contemplated hereby to which the Companies or any of the other Transaction Documents to which Seller, Supplier, Marcas Modelo or ABI is or will be Subsidiaries are a party as of the Closing, as applicable, nor the performance by Seller, Supplier, Marcas Modelo or ABI of their respective obligations hereunder and thereunder, as applicable, nor the consummation of the transactions contemplated hereby and thereby willdo not and will not (a) conflict with, directly violate or indirectly breach any Laws, judgment, order or decree binding on the Companies or any of the Subsidiaries or their respective properties or the articles of incorporation or bylaws of the Companies or any of the Subsidiaries, or (b)(i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time, time or both): (a) violate, contravene, conflict with or breach any term or provision of the Organizational Documents of Seller, Supplier, Marcas Modelo or ABI; (b) except as may be provided in the Organizational Documents of Importer, violate, contravene, conflict with, breach, constitute a default under, require any notice under, (iii) result in or give any Person the any right of termination, cancellation, acceleration or modification in or with respect to, (iv) result in or give any Person any additional rights or entitlement to cancelincreased, modify additional, accelerated or terminateguaranteed payments under, or accelerate (v) result in the maturity creation or performance ofimposition of any Lien upon the Companies or any of the Subsidiaries or any of their respective properties under, any Contract material contract, Real Property Lease or other agreement to which Seller, Supplier, Marcas Modelo the Companies or ABI any of the Subsidiaries is a party or by which any of their respective assets is bound; or (c) violate, contravene or conflict with any of the terms, conditions or requirements of, or, except as may be required by the Alcoholic Beverage Authorities, require any notice to or filing with any Governmental Authority under, any Permit, Law or Order applicable to Seller, Supplier, Marcas Modelo or ABI they or any of their respective assets; other thanproperties is bound. Except for the Required Consents which are set forth in Schedule 4.3, in and such filings and consents as may be required pursuant to the HSR Act or any Other Antitrust Regulations, all of which will have been made or obtained, as the case may be, prior to the Closing, no consent of clauses (b) any other Person, and (c)no notice to, filing or registration with, or authorization, consent or approval of, any governmental, regulatory or self-regulatory agency is necessary or is required to be made or obtained by the Companies or any of the Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except where the failure to get such violations, contraventions, conflicts, breaches, defaults, notices, cancellations, modifications, terminations, accelerations or rights that consent of any other Person would not materially and adversely affect ABI’s ability to execute and deliver, or perform its obligations under, this Agreement have a Material Adverse Effect on the Companies and the other Transaction Documents to which it is Subsidiaries, taken as a party whole, and would not prevent or will be a party or give rise to a Lien on materially delay consummation of the Importer Interest (other than Permitted Liens)transactions contemplated hereby.

No Violation or Conflict; Consents. Neither Except as disclosed on Schedule 4.8, neither the execution and delivery by Seller, Supplier, Marcas Modelo or ABI Seller Parties of this Agreement Agreement, or any of the other Transaction Documents to which Seller, Supplier, Marcas Modelo or ABI any of Seller Parties is or will be a party as of the Closing, as applicableparty, nor the performance by Seller, Supplier, Marcas Modelo or ABI any of Seller Parties of their respective obligations hereunder and thereunder, as applicable, nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without notice or lapse of time, or both): (ai) violate, contravene, conflict with or breach any term or provision of the Organizational Documents of the Company or Seller or any resolution or vote adopted by the Board of Directors, stockholders, managers or members of the Company or Seller, Supplier, Marcas Modelo or ABI; (bii) except as may be provided in the Organizational Documents of Importer, violate, contravene, conflict with, breach, constitute a default under, require any notice under, or give any Person the right to cancel, modify or terminate, or accelerate the maturity or performance of, any obligation or other Contract or Consent to which Seller, Supplier, Marcas Modelo or ABI any Seller Party is a party or by which any of their respective assets or properties is bound; or; (ciii) give any Person the right to cause an indemnity payment to be made by the Company under, or result in the creation or imposition of any Lien upon any property or assets of the Company under, any Contract, Permit, Consent, Law or Order to which any of Seller Parties is a party or by which any of Seller Parties has any rights or Liabilities or any of their respective assets or properties is subject, bound or encumbered; (iv) give any Person the right to require the Company to purchase or repurchase, redeem or acquire any Liabilities or Contracts of any kind; (v) violate, contravene or conflict with any of the terms, conditions or requirements of, or, except as may be required by the Alcoholic Beverage Authorities, or require any notice to or filing with any Governmental Authority or other Person under, any Permit, Law or Order applicable to Sellerany of Seller Parties, Supplier, Marcas Modelo or ABI or any of their respective assets; other thanassets or properties; (vi) give any Governmental Authority the right to revoke, in the case of clauses (b) and (c)withdraw, such violationssuspend, contraventionscancel, conflicts, breaches, defaults, notices, cancellations, modifications, terminations, accelerations or rights that would not materially and adversely affect ABI’s ability to execute and delivermodify, or perform its obligations underterminate any Permit held by the Company; or (vii) require any Permit or other Consent of, this Agreement and the or filing with or notification to, any Governmental Authority or other Transaction Documents to which it is a party or will be a party or give rise to a Lien on the Importer Interest (other than Permitted Liens)Person.

No Violation or Conflict; Consents. Neither Except for (a) any applicable requirements of the HSR Act and any applicable filings under state securities, “Blue Sky” or takeover Laws, (b) those required filings, registrations, consents and approvals listed on Schedule 3.3, no filing or registration with, and no permit, authorization, consent or approval of, any Governmental Authority or any other Person is necessary or required to be made or obtained by Seller in connection with the execution and delivery by Seller, Supplier, Marcas Modelo or ABI of this Agreement by Seller or any for the consummation by Seller of the other Transaction Documents to which Sellertransactions contemplated by this Agreement. Assuming that all filings, Supplierregistrations, Marcas Modelo permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or ABI is obtained or will be a party as of the obtained after Closing, as applicableneither the execution, nor the delivery and performance by Seller, Supplier, Marcas Modelo or ABI of their respective obligations hereunder and thereunder, as applicable, this Agreement nor the consummation of the transactions contemplated hereby and thereby willby Seller will (w) result in a violation or breach of any provision of the Articles of Incorporation or bylaws of Seller; (x) result in a violation or breach of any provision of the Articles of Incorporation or Articles of Organization, directly as applicable or indirectly of the Bylaws or Operating Agreement, as applicable, of any of the Transferred Companies; (y) result in a violation or breach of, or constitute (with or without due notice or lapse of time, time or both): (a) violate, contravene, conflict with or breach any term or provision of the Organizational Documents of Seller, Supplier, Marcas Modelo or ABI; (b) except as may be provided in the Organizational Documents of Importer, violate, contravene, conflict with, breach, constitute a default under(or give rise to any right of termination, require any notice cancellation or acceleration) under, or give any Person result in the right to cancel, modify or terminateloss of a benefit under, or accelerate result in the maturity creation of a Lien on any property or performance ofasset of the Transferred Companies under, any Contract to which Seller, Supplier, Marcas Modelo or ABI is a party or by which any of their respective assets is bound; or (c) violate, contravene or conflict with any of the terms, conditions or requirements of, or, except as may be required provisions of any Material Contract or other instrument or obligation to which any of the Transferred Companies is a party or by the Alcoholic Beverage Authorities, require which it or any notice to or filing with any Governmental Authority under, any Permit, Law or Order applicable to Seller, Supplier, Marcas Modelo or ABI of them or any of their respective properties or assets is bound; or (z) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller or any of the Transferred Companies or any of their properties or assets; other thanexcept, in the case of clauses subsections (by) and (c)z) above, such for violations, contraventions, conflicts, breaches, defaults, notices, cancellations, modifications, terminations, accelerations breaches or rights defaults that would not materially and adversely affect ABI’s ability be reasonably likely to execute and deliver, have a Material Adverse Effect or perform its obligations under, this Agreement and that will not prevent or delay the other Transaction Documents to which it is a party or will be a party or give rise to a Lien on consummation of the Importer Interest (other than Permitted Liens)transactions contemplated hereby.

No Violation or Conflict; Consents. (a) Neither the execution and delivery by Seller, Supplier, Marcas Modelo or ABI of this Agreement nor the consummation or performance of any of the other Transaction Documents to which Seller, Supplier, Marcas Modelo or ABI is or will be a party as of the Closing, as applicable, nor the performance by Seller, Supplier, Marcas Modelo or ABI of their respective obligations hereunder and thereunder, as applicable, nor the consummation of the transactions contemplated hereby and thereby Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time, or both): (ai) violatecontravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Seller or the Companies or (B) any resolution adopted by the board of directors or the shareholders of Seller or the Companies; (ii) subject to the Clearances, contravene, conflict with or breach result in a violation of, or give any term Mexican Governmental Body or provision other Person the right to challenge any of the Organizational Documents of Contemplated Transactions or to exercise any remedy or obtain any relief under any Mexican Legal Requirement or any Mexican Order to which the Companies or Seller, Supplieror any of the assets owned or used by any of the Companies, Marcas Modelo may be subject; (iii) subject to the Clearances, contravene, conflict with or ABIresult in a violation of any of the terms or requirements of, or give any Mexican Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Mexican governmental authorization that is held by the Companies or that otherwise relates to the business of, or any of the assets owned or used by, any of the Companies; (iv) result in the imposition or creation of any Encumbrance upon or with respect to the Shares, the Minority Interest or any of the assets owned or used by the Companies; (v) other than the Clearances, require the consent, approval, clearance, waiver, order or authorization of any Person or Governmental Body; (vi) conflict with or violate any permit, concession, grant, franchise, statute, law, rule or Legal Requirement of any Governmental Body or any Mexican Order of any Governmental Body; or (vii) conflict with, or result in any breach of, or default or loss of any right under (or an event or circumstances that, with notice or the lapse of time, or both, may result in a default), or cause or permit the acceleration prior to maturity of any amounts owing under, any Contract or indenture, mortgage, deed or trust, lease, or other agreement to which either of the Companies is a party or to which the Shares, the Minority Interest or any of their respective assets are subject; except for violations or conflicts with respect to the matters specified in clause (iii) that would not, individually or in the aggregate, have a material adverse effect on the business, operations, properties, assets, or condition of the Companies (the "COMPANY CONDITION"). (b) except as may be provided The execution, delivery and performance of this Agreement by Seller will not result in the Organizational Documents loss of Importerany license, violate, contravene, conflict with, breach, constitute a default under, require any notice under, franchise or permit possessed by either of the Companies or give a right of acceleration or termination to any Person the right party to cancel, modify or terminate, or accelerate the maturity or performance of, any Contract or other agreement or instrument to which Seller, Supplier, Marcas Modelo or ABI either of the Companies is a party or by which any of their respective assets is are bound; or (c) violate, contravene or conflict with the loss of any right or benefit under such agreement or instrument, except where the loss of such license, franchise or permit, or the terms, conditions acceleration or requirements termination of, or, except as may be required by or the Alcoholic Beverage Authorities, require loss of any notice to right or filing with any Governmental Authority benefit under, any Permitsuch agreement or instrument would not, Law individually or Order applicable to Seller, Supplier, Marcas Modelo or ABI or any of their respective assets; other than, in the case of clauses (b) and (c)aggregate, such violations, contraventions, conflicts, breaches, defaults, notices, cancellations, modifications, terminations, accelerations or rights that would not materially and adversely affect ABI’s ability to execute and deliver, or perform its obligations under, this Agreement and the other Transaction Documents to which it is have a party or will be a party or give rise to a Lien material adverse effect on the Importer Interest (other than Permitted Liens)Company Condition.