Common use of No Violations, etc Clause in Contracts

No Violations, etc. (a) Other than the filings, permits, authorizations, consents and approvals or waivers thereof that are identified in Section 4.5(b) and except as listed in Section 4.5(a) of the Disclosure Schedule, neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof 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, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters or by-laws, (y) any note, bond, mortgage, outstanding loans or borrowings, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which the Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Material Adverse Effect or materially impair or delay the Company's ability to consummate the transactions contemplated hereby or perform its obligations under this Agreement. (b) No filing or registration with, no notification to and no permit, authorization, consent or approval of any governmental entity (including, without limitation, any

No Violations, etc. (a) Other than the filings, permits, authorizations, consents and approvals or waivers thereof that are identified in Section 4.5(b5.5(b) and that have been duly made or obtained as contemplated herein, and except as listed in Section 4.5(a) 5.5 of the Disclosure Schedule, neither the execution and delivery of this Agreement by the Company nor the consummation of the Merger or other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof 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, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters or by-lawslaws (or other applicable organizational document), (y) any note, bond, mortgage, outstanding loans or borrowingsdebenture, indenture or deed of trust, trust or (z) any license, lease, contract, agreement or other instrument or obligation to which the Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, ; or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i) and (ii) above, for any such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination defaults or acceleration other alterations or creations of liens, security interests, charges or encumbrances which would notoccurrences that could not have, individually or in the aggregate, either have a Company Material Adverse Effect or materially impair and would not, in any material respect, prevent or delay consummation of the Company's ability to consummate Merger or otherwise prevent the transactions contemplated hereby or perform Company from performing its obligations under this Agreement. (b) No filing or registration with, no notification to and no permit, authorization, consent or approval of any governmental entity (including, without limitation, any federal, state or local regulatory authority or agency) is required of the Company in connection with the execution and delivery of this Agreement or the consummation by the Company of the Merger or other transactions contemplated hereby, except (i) as required by (A) applicable requirements, if any, of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), and the Exchange Act, (C) state securities or "blue sky" laws and (D) the National Association of Securities Dealers, Inc. or the NASDAQ; (ii) the filing and recordation of appropriate merger documents as required by the NYBCL; (iii) the approval of the Company's shareholders as required by the NYBCL; and (iv) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Company Material Adverse Effect or materially impair the Company's ability to consummate the Merger or other transactions contemplated hereby. (c) The Company and its Retained Subsidiaries are not in violation of or default under, except as set forth in Section 5.5 of the Disclosure Schedule, (i) any note, bond, mortgage, debenture, indenture or deed of trust; or (ii) any license, lease, contract, agreement or other instrument or obligation to which the Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (i) and (ii) above, for such violations or defaults that would not, individually or in the aggregate, either have a Company Material Adverse Effect or materially impair the Company's ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Other than No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the filings, permits, authorizations, consents and approvals part of either HPL or waivers thereof that are identified in Section 4.5(b) and except as listed in Section 4.5(a) Merger Sub for the consummation by HPL or Merger Sub of the Disclosure Schedule, neither Merger or the other transactions contemplated hereby except for the filing of the Agreement of Merger as required by Delaware Law. Neither the execution and delivery of this Agreement, the Escrow Agreement by the Company nor the consummation of the Merger or the other transactions contemplated hereby or thereby, nor compliance by the Company HPL and Merger Sub with any all of the provisions hereof and thereof will (i) violate, conflict with, with or result in a any 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, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties Certificate of Incorporation, bylaws or assets other charter documents of the Company HPL or any of its subsidiaries underHPL Material Subsidiaries, any of the terms, conditions or provisions of (x) their respective charters or by-laws, (y) any note, bond, mortgage, outstanding loans or borrowings, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which the Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) violate any judgment, ruling, material order, writ, injunction, decree, statute, rule or regulation applicable to HPL, any HPL Material Subsidiary or by which any of their properties or assets may be bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the Company terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which HPL or any HPL Material Subsidiary is a party or by which any of its subsidiaries them or any of their respective properties or assets, except, in the case of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Material Adverse Effect or materially impair or delay the Company's ability to consummate the transactions contemplated hereby or perform its obligations under this Agreementassets may be bound. (b) No filing or registration with, no notification to and no permit, authorization, consent or approval of any governmental entity (including, without limitation, any

No Violations, etc. (a) Other than the Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof that are identified in have been duly made or obtained as contemplated by Section 4.5(b6.4(b) and except as listed in Section 4.5(a) of the Disclosure Schedulehereof, neither the execution and delivery of this Agreement by the Company Parent nor the consummation of the Merger or other transactions contemplated hereby nor compliance by the Company Parent with any of the provisions hereof 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, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company Parent or any of its subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters certificate or articles of incorporation or organization or by-laws, (y) any note, bond, mortgage, outstanding loans or borrowings, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation obligation, to which the Company Parent or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company Parent or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (ii)(y) and (iii)(z) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either reasonably be expected to have a Parent Material Adverse Effect or materially impair or delay the Company's ability to consummate the transactions contemplated hereby or perform its obligations under this AgreementEffect. (b) No filing or registration with, no notification to and no permit, authorization, consent or approval of any governmental entity (including, without limitation, anyany federal, state or local regulatory authority or agency) is required by Parent, Parent Subsidiary or any of Parent's other subsidiaries in connection with the execution and delivery of this Agreement or the consummation by Parent of the Merger or other transactions contemplated hereby, except (i) the filing of the Articles of Merger, (ii) filings with The Nasdaq Stock Market, Inc. and (iii) filings with the SEC and state securities administrators.

No Violations, etc. (a) Other than the Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof that are identified in have been duly made or obtained as contemplated by Section 4.5(b3.5(b) and hereof, except as listed in Section 4.5(a) 3.5 of the Disclosure ScheduleStatement, neither the execution and delivery of this Agreement by the Company nor the consummation of the Merger or other transactions contemplated hereby or thereby nor compliance by the Company with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters or by-lawsbylaws, (y) except as set forth in Section 3.5 of the Disclosure Statement, any note, bond, mortgage, outstanding loans or borrowings, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which the Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i), (z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security securities interests, charges or encumbrances which would not, individually or in the aggregate, either have a Company Material Adverse Effect or materially impair or delay the Company's ability to consummate the Merger or other transactions contemplated hereby or perform its obligations under this Agreementhereby. (b) No filing or registration with, no notification to and no permit, authorization, consent or approval of any governmental entity (including, without limitation, anyany federal, state or local regulatory authority or agency) is required by Company in connection with the execution and delivery of this Agreement or the consummation by Company of the Merger or other transactions contemplated hereby or thereby, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the approval of Company's stockholders pursuant to the GCL, (iv) filings with applicable state public utility commissions identified in Section 2.5 of the Disclosure Statement, (v) filings with the SEC and (vi) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Company Material Adverse Effect or materially impair Company's ability to consummate the Merger or other transactions contemplated hereby or thereby. (c) Company and its subsidiaries are not in violation of or default under, except as set forth in Section 3.5 of the Disclosure Statement, (x) any note, bond, mortgage, indenture or deed of trust, or (y) and license, lease, agreement or other instrument or obligation to which Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (x) and (y) above, for such violations or defaults which would not, individually or in the aggregate, either have a Company Material Adverse Effect or materially impair Company's ability to consummate the Merger or other transactions contemplated hereby. It is understood that Company has certain covenants in its bank facilities which Company from time to time may violate and that such violations shall not be deemed a breach so long as Company promptly seeks, and in a reasonable period time obtains, waivers of such violations from the lenders under such facilities (unless such lenders have accelerated the indebtedness under such facilities).

No Violations, etc. (a) Other than the Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof that are identified in have been duly made or obtained as contemplated by Section 4.5(b6.5(b) and hereof, except as listed in Section 4.5(a) of the Disclosure ScheduleSchedule 6.5, neither the execution and delivery of this Agreement by the Company Fasteners nor the consummation of the Merger or other transactions contemplated hereby nor compliance by the Company Fasteners with any of the provisions hereof 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, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries Fasteners under, any of the terms, conditions or provisions of (x) their respective charters its charter or by-laws, (y) except as set forth in Schedule 6.5, any note, bond, mortgage, outstanding loans or borrowings, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which the Company or any such subsidiary Fasteners is a party or to which they it or any of their respective its properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company Fasteners or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (ii)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances en- cumbrances which would not, individually or in the aggregate, either have a Fasteners Material Adverse Effect or materially impair or delay the Company's Fasteners' ability to consummate the Merger or other transactions contemplated hereby or perform its obligations under this Agreementhereby. (b) No filing or registration with, no notification to and no permit, authorization, consent or approval of any governmental entity is required by Fasteners in connection with the execution and delivery of this Agreement or the consummation by Fasteners of the Merger or other transactions contemplated hereby, except (includingi) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, without limitationas amended (the "HSR Act"), any(ii) the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the filing of the California Certificate of Merger with the Secretary of State of California and (iv) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Fasteners Material Adverse Effect or materially impair Fasteners' ability to consummate the Merger or other transactions contemplated hereby. The execution and delivery of this Agreement by Xxxxxxx, the performance by Xxxxxxx of his obligations hereunder and the consummation by Xxxxxxx of the transactions contemplated hereby do not and will not require Xxxxxxx to obtain any consent, approval or action of, or make any filing with or give any notice to, any governmental or regulatory body or judicial authority except (i) in connection with the applicable requirements of the HSR Act, (ii) the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the filing of the California Certificate of Merger with the Secretary of State of California and (iv) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Fasteners Material Adverse Effect or materially impair Fasteners' ability to consummate the Merger or other transactions contemplated hereby. (c) As of the date hereof, Fasteners is not in violation of or default under (x) its charter or bylaws, (y) except as set forth in Schedule 6.5, any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Fasteners is a party or to which it or any of its properties or assets may be subject, except, in the case of clauses (y) and (z) above, for such violations or defaults which would not, individually or in the aggregate, either have a Fasteners Material Adverse Effect or materially impair Fasteners' ability to consummate the Merger or other transactions contemplated hereby. (d) The execution, delivery and performance by Xxxxxxx of this Agreement and the consummation by Xxxxxxx of the transactions contemplated hereby in accordance with the terms and conditions hereof will not: (i) violate, conflict with or result in the breach of any of the provisions of any material contract or other agreement to which Xxxxxxx is a party or to which Xxxxxxx or any of his assets or properties may be bound or subject or violate any existing term or provision of any material law, regulation, order, writ, judgment, injunction or decree applicable to Xxxxxxx or any of his assets or properties.

No Violations, etc. (a) Other than the filings, permits, authorizations, consents and approvals Assuming that all filings or waivers thereof that are identified in have been duly made or obtained as contemplated by Section 4.5(b6.5(b) hereof and except as listed in Section 4.5(a) assuming the accuracy of the Disclosure Schedulerepresentations set forth in Article V, neither the execution and delivery of this Agreement and the Registration Rights Agreement by the Company Delphi nor the consummation of the Merger or other transactions contemplated hereby or thereby nor compliance by the Company Delphi with any of the provisions hereof or thereof will (i) violate, conflict with, or result in a breach of any provision of, or constitute con- stitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lienLien, security interest, charge or encumbrance upon any of the properties or assets of the Company Delphi or any of its Delphi's subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters or by-laws, (y) any note, bond, mortgage, outstanding loans or borrowings, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which the Company Delphi or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company Delphi or any of its Delphi's subsidiaries or any of their respective properties or assets, except, in the case of clauses (ii)(y), (i)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Delphi Material Adverse Effect or materially impair the consummation of the Merger or delay the Company's ability to consummate the other transactions contemplated hereby or perform its obligations under this Agreementhereby. (b) No filing or registration with, no notification to and no permit, authorization, consent or approval of any governmental entity is required by Delphi, Delphi Subsidiary or any of Delphi's subsidiaries in connection with the execution and delivery of this Agreement or the consummation by Delphi of the Merger or other transactions contemplated hereby, except (includingi) the filing of the Delaware Certificate of Merger and the California Certificate of Merger, without limitation(ii) filings with the New York Stock Exchange, anyInc. ("NYSE"), (iii) filings with the SEC and state securities administrators, and (iv) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have an Delphi Material Adverse Effect or materially impair the 50 -43- consummation of the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Other than the Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof that are identified have been duly made or obtained as contemplated by Section 5.5(b) hereof, except as set forth in Section 4.5(b) and except as listed in Section 4.5(a) 5.5 of the Disclosure Schedule, neither the execution and delivery of this Agreement by the Company nor the consummation of the Merger or other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof 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, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters certificate or articles of incorporation or organization or by-laws, (y) any note, bond, mortgage, outstanding loans or borrowings, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which the Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (ii)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Company Material Adverse Effect or materially impair or delay the Company's ability to consummate the Merger or other transactions contemplated hereby or perform its obligations under this Agreementhereby. (b) No filing or registration with, no notification to and no permit, authorization, consent or approval of any governmental entity (including, without limitation, anyany federal, state or local regulatory authority or agency) is required by the Company in connection with the execution and delivery of this Agreement or the consummation by the Company of the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger, (iii) the approval of the Company's stockholders pursuant to the DGCL, (iv) filings with the Securities and Exchange Commission (the "SEC") and (v) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Company Material Adverse Effect or materially impair the Company's ability to consummate the Merger or other transactions contemplated hereby. (c) As of the date hereof, none of the Company or any of its subsidiaries is in violation of or default under (x) its respective certificate or articles of incorporation or organization or by-laws, (y) any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which the Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (y) and (z) above, for such violations or defaults which would not, individually or in the aggregate, either have a Company Material Adverse Effect or materially impair the Company's ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Other than the Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof that are identified have been duly made or obtained as contemplated by Section 6.5(b) hereof, except as set forth in Section 4.5(b) and except as listed in Section 4.5(a) 6.5 of the Disclosure Schedule, neither the execution and delivery of this Agreement by the Company Hain nor the consummation of the Merger or other transactions contemplated hereby nor compliance by the Company Hain with any of the provisions hereof 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, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company Hain or any of its subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters certificate or articles of incorporation or organization or by-laws, (y) any note, bond, mortgage, outstanding loans or borrowings, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation obligation, to which the Company Hain or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company Hain or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (ii)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Hain Material Adverse Effect or materially impair the consummation of the Merger or delay the Company's ability to consummate the other transactions contemplated hereby or perform its obligations under this Agreementhereby. (b) No filing or registration with, no notification to and no permit, authorization, consent or approval of any governmental entity (including, without limitation, anyany federal, state or local regulatory authority or agency) is required by Hain, Hain Subsidiary or any of Hain's other subsidiaries in connection with the execution and delivery of this Agreement or the consummation by Hain of the Merger or other transactions contemplated hereby, except (i) in connection with the applicable requirements of the HSR Act, (ii) the filing of the Certificate of Merger, (iii) the approval of Hain's stockholders pursuant to the DGCL, (iv) filings with The Nasdaq Stock Market, Inc., (v) filings with the SEC and state securities administrators, and (vi) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Hain Material Adverse Effect or materially impair Hain's ability to consummate the Merger or other transactions contemplated hereby. (c) As of the date hereof, Hain and its subsidiaries are not in violation of or default under (x) their respective certificates or articles of incorporation or organization or by-laws, (y) any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which Hain or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (y) and (z) above, for such violations or defaults which would not, individually or in the aggregate, either have a Hain Material Adverse Effect or materially impair Hain's ability to consummate the Merger or other transactions contemplated hereby.

No Violations, etc. (a) Other than the filings, permits, authorizations, consents and approvals or waivers thereof that are identified in Section 4.5(b3.3(b) below and that have been duly made or obtained as contemplated herein, and except as listed in Section 4.5(a) of the Disclosure ScheduleSchedule 3.3 hereto, neither the execution and delivery of this Agreement by the Company Seller nor the consummation of the transactions contemplated hereby nor compliance by the Company Seller with any of the provisions hereof 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, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance Encumbrance upon any of the properties or assets of the Company Seller or any of its subsidiaries MSSC under, any of the terms, conditions or provisions of (x) their respective charters or by-lawslaws (or other applicable organizational document), (y) any note, bond, mortgage, outstanding loans or borrowingsdebenture, indenture or deed of trust, trust or (z) any license, lease, contract, agreement or other instrument or obligation to which the Company Seller or any such subsidiary MSSC is a party or to which they or any of their respective properties or assets may be subject, ; or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company Seller or any of its subsidiaries MSSC or any of their respective properties or assets, except, in the case of clause (i) above, for any such violations, conflicts, breaches, defaults or other alterations or occurrences that could not have, individually or in the aggregate, a GAC Material Adverse Effect and would not, in any material respect, prevent or delay or otherwise prevent Seller from performing its obligations hereunder. (b) Except as set forth on Schedule 3.3 hereto, no filing or registration with, no notification to and no permit, authorization, consent or approval of any Governmental Entity is required of Seller in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a GAC Material Adverse Effect or materially impair or delay the ability of Seller to consummate the transactions contemplated hereby. (c) Seller and MSSC are not in violation of or default under, except as set forth in Schedule 3.3 hereto, (i) any note, bond, mortgage, debenture, indenture or deed of trust; or (ii) any license, lease, contract, agreement or other instrument or obligation to which Seller or any of its subsidiaries or MSSC is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination violations or acceleration or creations of liens, security interests, charges or encumbrances which defaults that would not, individually or in the aggregate, either reasonably be expected to have a GAC Material Adverse Effect or materially impair or delay the Company's ability of Seller to consummate the transactions contemplated hereby or perform its obligations under this Agreementhereby. (b) No filing or registration with, no notification to and no permit, authorization, consent or approval of any governmental entity (including, without limitation, any

No Violations, etc. (a) Other than the Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof that are identified in have been duly made or obtained as contemplated by Section 4.5(b3.5(b) and except as listed in Section 4.5(a) of the Disclosure Schedulehereof, neither the execution and delivery of this Agreement by the Company nor the consummation of the Arrangement or other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will will, except as set forth in Section 3.5(a) of the Disclosure Schedule, (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, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters Charter Documents or by-lawsGoverning Documents, (y) any note, bond, charge, lien, pledge, mortgage, outstanding loans or borrowings, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which the Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (ii)(y), (i)(z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Company Material Adverse Effect or materially impair or delay the Company's ability to consummate the transactions contemplated hereby or perform its obligations under this AgreementEffect. (b) No filing or registration with, no with or notification to and no permit, authorization, consent or approval of any court, commission, governmental entity body, regulatory authority, agency or tribunal wherever located (includinga "GOVERNMENTAL ENTITY") is required to be obtained, without limitationmade or given by the Company in connection with the execution and delivery of this Agreement or the consummation by the Company of the Arrangement or other transactions contemplated hereby except (i) in connection with the applicable requirements of antitrust or similar laws or regulations of jurisdictions other than the United States, if any, (ii) the obtaining of the Final Court Order and making of the Filing with the Registrar of Companies in Israel, (iii) the approval of the Company's shareholders and Optionholders pursuant to Israeli Law, (iv) the approval of the Israel Investment Center of the Israeli Ministry of Trade & Industry, (v) the approval of the Office of the Chief Scientist of the Israeli Ministry of Trade & Industry ("OCS"), (vi) filings with and the approval of the Israeli Controller of Restrictive Trade Practices, and (vii) filings with and receipt of a permit or exemptive order from the Israeli Securities Authority ("ISA") if necessary as to Company Options. (c) Except as set forth in Section 3.5 of the Disclosure Schedule, neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any other party thereto, is in violation of or default under (x) any note, charge, lien, pledge, bond, mortgage, indenture or deed of trust, or (y) any license, lease, agreement or other instrument or obligation to which the Company or any of its subsidiaries is a party or to which they or any of their respective properties or assets may be subject, except for such violations or defaults which would not, individually or in the aggregate, have a Company Material Adverse Effect.

No Violations, etc. (a) Other than the filings, permits, authorizations, consents and approvals or waivers thereof that are identified Except as disclosed in Section 4.5(b) and except as listed in Section 4.5(a3.5(a) of the Disclosure Schedule, neither the execution and delivery of this Agreement the Transaction Documents by each of the Company Companies party thereto nor the consummation of the transactions contemplated hereby thereby nor compliance by each of the Company Companies party thereto with any of the provisions hereof 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, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance Lien upon any of the properties or assets of either of the Company or any of its subsidiaries Companies under, any of the terms, conditions or provisions of (x) their respective charters or its charter, by-lawslaws or other organizational documents, (y) any note, bond, mortgage, outstanding loans or borrowings, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which either of the Company or any such subsidiary Companies is a party or to which they either of them or any of their respective properties or assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to either of the Company Companies or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Material Adverse Effect or materially impair or delay the Company's ability to consummate the transactions contemplated hereby or perform its obligations under this Agreement. (b) No Except as contemplated by Section 7.1(b) hereof, no filing or registration with, no notification to and no permit, authorization, consent or approval of any governmental entity (including, without limitation, anyany federal, foreign governmental, state or local regulatory authority or agency) is required by each of the Companies in connection with the execution and delivery of the Transaction Documents to which it is a party or the performance by each of the Companies of the transactions contemplated thereby. (c) Neither of the Companies is in violation of or default under (x) any note, bond, mortgage, indenture or deed of trust, or (y) any license, lease, agreement or other instrument or obligation to which either of the Companies is a party or to which either of them or their respective properties or assets may be subject, except for such violations or defaults which would not, individually or in the aggregate, have a Company Material Adverse Effect or materially impair either of the Companies' ability to consummate the transactions contemplated hereby or by the other Transaction Documents.

No Violations, etc. (a) Other than No filing with or notification to, and no permit, authorization, consent or approval of, any Government Authority is necessary on the filings, permits, authorizations, consents and approvals or waivers thereof that are identified in Section 4.5(b) and except as listed in Section 4.5(a) part of the Disclosure Schedule, neither Company in connection with the execution and delivery of this Agreement consummation by the Company nor the consummation of the transactions contemplated hereby nor compliance hereby, except for those which, if not obtained, would not have a material adverse effect on the Company. The execution and delivery of, and the performance by the Company with any of its obligations under this Agreement and each document to be delivered by the provisions hereof Company at Closing will not: (i) violate, conflict with, or result in a breach of any provision of the memorandum or articles of association or the charter document, as the case may be, of the Company or any Company Subsidiary; (ii) result in a breach of any statute, law, rule, regulation, order, judgment or decree of any court or government agency by which the Company or any Company Subsidiary is, or any of their respective material assets may be, bound; (iii) result in the acceleration of any obligation under, or termination of, any material Contract; (iv) result in the creation or imposition of any lien other than Permitted Liens in favor of any Person upon any material assets of the Company or any shares, capital stock or other equity interests of the Company; (v) constitute a default (or an event which, with after notice or lapse of time or both, would constitute a result in such violation, conflict, default) under, acceleration, termination, or result in the termination creation or suspension ofimposition of such liens; or (vi) constitute an event which, whether after notice or lapse of time or otherwise, would create, or accelerate the performance required bycause to be exercisable or enforceable, any option, warrant, subscription, agreement or result in a right of termination any kind to purchase any shares, capital stock or acceleration underother equity interests, material assets, material properties or result in the creation of any lien, security interest, charge or encumbrance upon any material rights of the properties Company. Neither the Takeover Rules of the Irish Takeover Panel nor any analogous code or assets regime in any jurisdiction (whether imposed by statute or otherwise) applies to offers for any shares, capital stock or other equity interests of the Company or any to the obtaining or consolidation of its subsidiaries under, control of any of the terms, conditions or provisions of (x) their respective charters or by-laws, (y) any note, bond, mortgage, outstanding loans or borrowings, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which the Company or a Company Subsidiary. Schedule 4.2 lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the Transactions under any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Material Adverse Effect or materially impair or delay the Company's ability to consummate the transactions contemplated hereby or perform its obligations under this AgreementContracts. (b) No filing or registration with, no notification to and no permit, authorization, consent or approval of any governmental entity (including, without limitation, any

No Violations, etc. (a) Other than the Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof that are identified in have been duly made or obtained as contemplated by Section 4.5(b3.5(b) and hereof, except as listed in Section 4.5(a) 3.5 of the Disclosure ScheduleStatement, neither the execution and delivery of this Agreement by the Company nor the consummation of the Merger or other transactions contemplated hereby or thereby nor compliance by the Company with any of the provisions hereof will (i) violate, conflict with, or result in a breach of any provision provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters or by-lawsbylaws, (y) except as set forth in Section 3.5 of the Disclosure Statement, any note, bond, mortgage, outstanding loans or borrowings, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which the Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next paragraph, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (i), (z) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security securities interests, charges or encumbrances which would not, individually or in the aggregate, either have a Company Material Adverse Effect or materially impair or delay the Company's ability to consummate the Merger or other transactions contemplated hereby or perform its obligations under this Agreementhereby. (b) No filing or registration with, no notification to and no permit, authorization, consent or approval of any governmental entity (including, without limitation, anyany federal, state or local regulatory authority or agency) is required by Company in connection with the execution and delivery of this Agreement or the consummation by Company of the Merger or other transactions contemplated hereby or thereby, except (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) the approval of Company's stockholders pursuant to the GCL, (iv) filings with applicable state public utility commissions identified in Section 2.5 of the Disclosure Statement, (v) filings with the SEC and (vi) such other filings, registrations, notifications, permits, authorizations, consents or approvals the failure of which to be obtained, made or given would not, individually or in the aggregate, either have a Company Material Adverse Effect or materially impair Company's ability to consummate the Merger or other transactions contemplated hereby or thereby. (c) Company and its subsidiaries are not in violation of or default under, except as set forth in Section 3.5 of the Disclosure Statement, (x) any note, bond, mortgage, indenture or deed of trust, or (y) and license, lease, agreement or other instrument or obligation to which Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, except, in the case of clauses (x) and (y) above, for such violations or defaults which would not, individually or in the aggregate, either have a Company Material Adverse Effect or materially impair Company's ability to consummate the Merger or other transactions contemplated hereby. It is understood that Company has certain covenants in its bank facilities which Company from time to time may violate and that such violations shall not be deemed a breach so long as Company promptly seeks, and in a reasonable period time obtains, waivers of such violations from the lenders under such facilities (unless such lenders have accelerated the indebtedness under such facilities).

No Violations, etc. (a) Other than the Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof that are identified in have been duly made or obtained as contemplated by Section 4.5(b5.5(b) and except as listed in Section 4.5(a) of the Disclosure Schedulehereof, neither the execution and delivery of this Agreement by the Company nor the consummation of the Merger or other transactions expressly contemplated hereby nor compliance by the Company with any of the provisions hereof 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, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of (x) their respective charters its articles of incorporation or by-laws, (y) any note, bond, mortgage, outstanding loans or borrowings, indenture or deed of trusttrust to which it is a party or to which it or any of its properties or assets may be subject, or (z) any license, lease, agreement Contract or other instrument or obligation to which the Company or any such subsidiary is a party or to which they it or any of their respective its properties or assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses clause (i) and (iii)(z) above, for such violations, conflicts, breaches, defaults, terminations, suspensions, accelerations, rights of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either reasonably be expected to have a Company Material Adverse Effect or materially impair or delay the Company's ability to consummate the transactions contemplated hereby or perform its obligations under this AgreementEffect. (b) No filing or registration with, no notification to and no permit, authorization, consent or approval of any governmental entity (including, without limitation, anyany federal, state, local or foreign regulatory authority or agency) is required by the Company in connection with the execution and delivery of this Agreement or the consummation by the Company of the Merger or other transactions contemplated hereby, except (i) the filing of the Articles of Merger, (ii) the approval of the Company's shareholders pursuant to the CBCA, (iii) filings with the Securities and Exchange Commission (the "SEC") and (iv) the government filings and third party consents identified in Section 5.5(b) of the Company Disclosure Letter. (c) The Company is not in violation of or default under (x) its articles of incorporation or by-laws, (y) any note, bond, mortgage, indenture or deed of trust, or (z) any license, lease, agreement or other instrument or obligation to which the Company is a party or to which it or any of its properties or assets may be subject, except, in the case of clauses (y) and (z) above, for such violations or defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Violations, etc. (a) Other than the filingsThe execution, permits, authorizations, consents delivery and approvals or waivers thereof that are identified in Section 4.5(b) and except as listed in Section 4.5(a) of the Disclosure Schedule, neither the execution and delivery performance of this Agreement by the Company nor does not and the consummation of the transactions contemplated hereby nor compliance by will not: (a) contravene any provision of the Certificate of Incorporation or Bylaws of the Company; (b) violate or conflict in any material respect with any federal, state, local or foreign law or any decree, writ, injunction, judgment or order of any court or administrative or other governmental body or of any arbitration award which is either applicable to, binding upon or enforceable against the Company with or any of the provisions hereof will (i) violate, conflict withSubsidiaries, or result in a breach of the business or any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, the Subsidiaries; (c) conflict in any material respect with or result in any material breach of any of the termsprovisions of, conditions or provisions constitute a material default (or any event which would, with the passage of (xtime or the giving of notice or both, constitute a material default) their respective charters under, result in a material violation of, result in the creation of a right of termination, amendment, modification, abandonment or by-lawsacceleration under any indenture, (y) any note, bondhypothecation, mortgage, outstanding loans or borrowingslease, indenture or deed of trust, or (z) any license, lease, loan agreement or other material agreement or instrument which is either binding upon or obligation to which the Company or any such subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to enforceable against the Company or any of its subsidiaries the Subsidiaries; (d) result in the creation of any charge, claim, easement, covenant, equitable interest, option, lien, pledge, security interest, encumbrance, right of first refusal, restrictions of any kind, including on voting, transfer, receipt of income or exercise of any other attribute of ownership (each, without reference to materiality, a “Lien” and together, the “Liens”) that is material upon the Company or any of their respective properties the Subsidiaries or assetsany of the assets of the Company or any of the Subsidiaries; or (e) require any authorization, exceptconsent, in the case approval, exemption or other action by or notice to any federal, state, local, foreign, international or multinational entity or authority exercising executive, legislative, judicial, regulatory, administrative or taxing functions of clauses or pertaining to government (each, a “Governmental Entity”) or any other third party, other than (i) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”), and any other comparable foreign merger or competition laws listed in Section 3.5 of the Disclosure Schedule, (ii) abovesuch consents, for such violationswaivers, conflictsapprovals, breachesorders, defaultsauthorizations, terminationsregistrations, suspensionsdeclarations and filings as may be required under applicable federal or state securities laws, accelerations, rights (iii) consents set forth in Section 3.5 of termination or acceleration or creations of liens, security interests, charges or encumbrances which would not, individually or in the aggregate, either have a Material Adverse Effect or materially impair or delay the Company's ability to consummate the transactions contemplated hereby or perform its obligations under this AgreementDisclosure Schedule. (b) No filing or registration with, no notification to and no permit, authorization, consent or approval of any governmental entity (including, without limitation, any