Common use of Non-Contravention and Approvals Clause in Contracts

Non-Contravention and Approvals. (a) The execution and delivery by Purchaser of this Agreement and each Ancillary Agreement, the consummation by Purchaser of the Acquisition and the other transactions contemplated to be consummated by it hereunder and the consummation by Purchaser of the transactions contemplated to be consummated by them under the Ancillary Agreements will not, (i) conflict with or violate the organizational documents of Purchaser, (ii) result in any violation of, breach of or constitute a default under, or give rise to a right of termination, cancellation, payment or acceleration of any obligation or loss of a benefit under, any Contract to which Purchaser is a party or by which any of its properties or assets is bound, (iii) assuming compliance with Section 4.04(b), conflict with or violate any Judgment or Law to which Purchaser or its properties or assets are subject or (iv) result in the creation of any Lien upon any of the properties or assets of Purchaser, except, in the case of clauses (ii) through (iv), for any such items that would not, individually or in the aggregate, reasonably be expected to result in any event, change, occurrence or effect that prevents or materially impedes or materially delays the consummation by Purchaser of the Acquisition and the other transactions contemplated by this Agreement (a “Purchaser Material Adverse Effect”). (b) No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained, given or made by Purchaser in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the Acquisition, other than (i) those that may be required solely by reason of Seller’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated by this Agreement and by the Ancillary Agreements, and (ii) those the failure of which to obtain, give or make would not, individually or in the aggregate, constitute a Purchaser Material Adverse Effect.

Non-Contravention and Approvals. (a) The execution, delivery and performance by Purchaser of this Agreement does not, the execution and delivery by Purchaser of this Agreement and each Ancillary AgreementTransaction Document to which it is or will be a party will not, the consummation by Purchaser of the Acquisition and the other transactions contemplated to be consummated by it hereunder and the consummation by Purchaser of the transactions contemplated to be consummated by them under the Ancillary Agreements hereby and thereby, will not, (i) conflict with or violate the organizational documents Constitutive Documents of Purchaser, (ii) result in any violation breach of, breach of or constitute a default underunder or require any consent, notice or other action by any Person, or give rise to a any right of termination, cancellation, payment cancellation or acceleration of any obligation right or loss of a benefit underobligation, under any material Contract to which Purchaser is a party or by which any of its properties or assets is boundparty, (iii) assuming compliance with Section 4.04(b), conflict with or violate any Judgment or Law applicable to which Purchaser or its properties or assets are subject (including any state or federal securities Laws) or (iv) result in the creation of any Lien upon any of the properties or assets of Purchaser, except, in the case of each of clauses (ii), (iii) through and (iv), for other than any such items that would notthat, individually or in the aggregate, reasonably be expected would not have a material adverse effect on the ability of Purchaser to result in any event, change, occurrence or effect that prevents or materially impedes or materially delays the consummation by Purchaser of consummate the Acquisition and the other transactions contemplated by this Agreement (a “Purchaser Material Adverse Effect”). (b) No Consent Authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained, given or made by Purchaser in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements other Transaction Documents or the consummation of the Acquisitiontransactions contemplated hereby and thereby or the operation or conduct of the Business by Purchaser following the Closing, other than (i) those that may be required solely by reason of Seller’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated by this Agreement hereby and by the Ancillary Agreements, and other Transaction Documents; (ii) those any such other Authorizations, the failure of which to obtain, give be obtained or make would notmade, individually or in the aggregate, constitute would not have a Purchaser Material Adverse EffectEffect and (iii) those that are set forth in Section 5.03(c) and Section 6.01(a) of the Seller Disclosure Letter.

Non-Contravention and Approvals. (a) The execution execution, delivery and delivery performance by Purchaser each Parent Group Company and each Parent Subsidiary of this Agreement and each Ancillary AgreementAgreement to which it is or will be a party does not, nor the consummation by Purchaser of the Acquisition and the other transactions contemplated to be consummated by it hereunder by this Agreement and the consummation by Purchaser of the transactions contemplated to be consummated by them under the such Ancillary Agreements will notwill, (i) conflict with or violate the articles of association, certificate of incorporation, bylaws and other organizational documents documents, of Purchaserany Parent Group Company or any Parent Subsidiary, as applicable, (ii) result in any violation of, a breach of or constitute a default under(with or without due notice or lapse of time or both) under or create in any party the right to accelerate, terminate, modify, or give rise to a right of terminationcancel, cancellation, payment or acceleration of require any obligation notice or loss of a benefit under, consent under any material Contract to which Purchaser any Parent Group Company is a party or by which any of its properties or their respective material assets is bound, (iii) assuming compliance with Section 4.04(b), conflict with or violate any Judgment or Law applicable to which Purchaser or its properties or assets are subject or any Parent Group Company (iv) result in the creation of any Lien upon any of the properties or material assets of Purchaserany Parent Group Company, except, in the case of clauses (ii), (iii) through and (iv), for any such items that would not, individually or in the aggregate, not reasonably be expected to result in have a material adverse effect on the ability of any event, change, occurrence or effect that prevents or materially impedes or materially delays the consummation by Purchaser of Parent Group Company to consummate the Acquisition and the other transactions contemplated by this Agreement (a “Purchaser Material Adverse Effect”). (b) No Consent of, license from, or registration, declaration or filing with, any Governmental Entity is required to be obtained, given obtained or made by or with respect to any Parent Group Company or any Purchaser affiliate in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the Acquisition, other than (i) those that may be required solely by reason compliance with and filings, notifications and approvals listed in Section 7.01(a) of Seller’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated by this Agreement and by the Ancillary Agreements, and Disclosure Schedule or (ii) those the failure of which to obtain, give or make as would notnot reasonably be expected, individually or in the aggregate, constitute to have a Purchaser Material Adverse Effect. (c) Purchaser’s economic group, as defined by XXXX’x Resolution No. 33/2022 and interpreted by XXXX’x precedents, does not meet the BRL 75 million revenue threshold in the year before the Closing pursuant to Law No. 12,529/2011.

Non-Contravention and Approvals. (a) The execution execution, delivery and delivery performance by Purchaser of of, and Purchaser’s compliance with, this Agreement and each the Ancillary AgreementDocuments to which it will be a party do not and will not, the consummation by Purchaser of the Acquisition and the other transactions contemplated to be consummated by it hereunder and the consummation by Purchaser of the transactions contemplated to be consummated by them under the it pursuant to this Agreement and such Ancillary Agreements Documents will not, (i) violate or conflict with or violate the organizational documents of Purchaser’s Organizational Documents, (ii) result in any violation ofsubject to obtaining the Consents set forth on Section 4.03(b) of the Purchaser Disclosure Schedule, breach of or constitute a default under, or give rise to a right of termination, cancellation, payment or acceleration of any obligation or loss of a benefit under, Default under any Contract to which Purchaser is a party or by which any of its properties or assets is bound, (iii) assuming compliance with Section 4.04(bviolate any (A) Judgment or (B) Law, in either case (clause (A) or (B)), conflict with or violate any Judgment or Law to which Purchaser or its properties or assets are subject or (iv) result in the creation of any Lien upon any of the properties or assets of Purchaser, except, in the case of the foregoing clauses (ii), (iii) through and (iv), for any such items that would notDefault, violation or creation of any Lien that, individually or in the aggregate, would not reasonably be expected to result in any event, change, occurrence or effect that prevents (A) prevent or materially impedes impede or materially delays delay the consummation by Purchaser of the Acquisition and the other transactions contemplated by this Agreement or (B) have a “material adverse effect on the ability of Purchaser Material Adverse Effect”)to perform its obligations under this Agreement. (b) No Consent of, or registration, declaration or filing with, with any Governmental Entity Authority is required to be obtained, given obtained or made under Law by Purchaser in connection with for the execution, delivery and performance of this Agreement or and the Ancillary Agreements Documents or the consummation of the Acquisitiontransactions contemplated by this Agreement and the Ancillary Documents, other than (i) those that may be required solely by reason set forth on Section 4.03(b) of Seller’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated by this Agreement and by the Ancillary Agreements, Purchaser Disclosure Schedule and (ii) those compliance with and filings under the failure of which to obtain, give or make would not, individually or in HSR Act and the aggregate, constitute a Purchaser Material Adverse EffectForeign Filings.

Non-Contravention and Approvals. (a) The execution and delivery by Purchaser and Purchaser Parent of this Agreement does not, and none of the execution and delivery by Purchaser of each Ancillary AgreementAgreement to which it will be a party, the consummation by Purchaser of the Acquisition and the other transactions contemplated to be consummated by it hereunder by this Agreement, and the consummation by Purchaser of the transactions contemplated to be consummated by them it under the Ancillary Agreements will notwill, (i) conflict with or violate the organizational documents of PurchaserPurchaser or Purchaser Parent, as applicable, (ii) require the consent, notice or other action by any Person under, conflict with, or result in any violation of, a breach of or constitute a default under, or give rise to a any termination right of termination, cancellation, payment or acceleration of any obligation or loss of a benefit under, under any Contract to which Purchaser or Purchaser Parent, as applicable, is a party or by which any of its their respective properties or assets assets, as applicable, is bound, bound or (iii) assuming compliance with subject to obtaining the Consents described in Section 4.04(b5.03(b), conflict with or violate any Judgment or Law applicable to which Purchaser or its Purchaser Parent or their respective properties or assets are subject or (iv) result in the creation of any Lien upon any of the properties or assets of Purchaserassets, except, in the case of clauses (ii) through and (iviii), for any such items that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in any eventmaterial delay, change, occurrence materially impede or effect that prevents prevent Purchaser or materially impedes or materially delays the consummation by Purchaser of Parent from consummating the Acquisition and the other transactions contemplated by this Agreement and the Ancillary Agreements prior to the End Date (a “Purchaser Material Adverse Effect”). (b) No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained, given obtained or made by Purchaser or Purchaser Parent in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the Acquisition, other than (i) those that may be required solely by reason of Seller’s or any of its Affiliates’ (as opposed to any other third partyPerson’s) participation in the Acquisition and the other transactions contemplated by this Agreement and by the Ancillary Agreements, Agreements and (ii) those the failure of which to obtain, give obtain or make would not, individually or in the aggregate, constitute not reasonably be expected to have a Purchaser Material Adverse Effect.

Non-Contravention and Approvals. (a) The execution and delivery by Purchaser of this Agreement Agreement, and the execution and delivery by Purchaser and each of its applicable Affiliates of each Ancillary AgreementAgreement to which it is or will be a party, the consummation by Purchaser of the Acquisition and the other transactions contemplated to be consummated by it hereunder by this Agreement, and the consummation by Purchaser and each of its applicable Affiliates of the transactions contemplated to be consummated by them them, as applicable, under the Ancillary Agreements will Agreements, does not, in each case (i) conflict with with, violate or violate result in the breach of the organizational documents of PurchaserPurchaser or such Affiliate, (ii) conflict with, violate, result in any violation breach of, breach of or constitute a default under, require notice pursuant to, or give rise to a any right of termination, cancellation, payment acceleration or acceleration cancellation of any obligation or loss of a benefit under, any Contract to which Purchaser or any such Affiliate of Purchaser is a party or by which any of its their respective properties or assets is bound, bound or (iii) assuming compliance with subject to obtaining the Consents described in Section 4.04(b5.03(b), conflict with or violate any Judgment or Law applicable to which Purchaser or its such Affiliate or their respective properties or assets are subject or (iv) result in the creation of any Lien upon any of the properties or assets of Purchaserassets, except, in the case of clauses (ii) through and (iviii), for any such items that would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to result in any event, change, occurrence have a material adverse effect on the ability of Purchaser or effect that prevents or materially impedes or materially delays the consummation by Purchaser of such Affiliate to consummate the Acquisition and the other transactions contemplated by this Agreement (a “Purchaser Material Adverse Effect”). (b) No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained, given obtained or made by Purchaser or any of its Affiliates in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the Acquisition, other than (i) those that may be required solely by reason of Seller’s or any of its Affiliates’ (as opposed to any other third partyPerson’s) participation in the Acquisition and the other transactions contemplated by this Agreement and by the Ancillary Agreements, (ii) those contemplated by Section 6.14, (iii) novation of the Prime Government Contracts in accordance with FAR Subpart 42.12, and (iiiv) those the failure of which to obtain, give obtain or make would not, individually or in the aggregate, constitute not reasonably be expected to have a Purchaser Material Adverse Effect.

Non-Contravention and Approvals. (a1) The execution execution, delivery and delivery performance by Purchaser of of, and Purchaser’s compliance with, this Agreement and each the Ancillary AgreementDocuments to which it will be a party do not and will not, the consummation by Purchaser of the Acquisition and the other transactions contemplated to be consummated by it hereunder and the consummation by Purchaser of the transactions contemplated to be consummated by them under the it pursuant to this Agreement and such Ancillary Agreements Documents will not, (i) violate or conflict with or violate the organizational documents of Purchaser’s Organizational Documents, (ii) result in any violation ofsubject to obtaining the Consents set forth on Section 4.03(b) of the Purchaser Disclosure Schedule, breach of or constitute a default under, or give rise to a right of termination, cancellation, payment or acceleration of any obligation or loss of a benefit under, Default under any Contract to which Purchaser is a party or by which any of its properties or assets is bound, (iii) assuming compliance with Section 4.04(bviolate any (A) Judgment or (B) Law, in either case (clause (A) or (B)), conflict with or violate any Judgment or Law to which Purchaser or its properties or assets are subject or (iv) result in the creation of any Lien upon any of the properties or assets of Purchaser, except, in the case of the foregoing clauses (ii), (iii) through and (iv), for any such items that would notDefault, violation or creation of any Lien that, individually or in the aggregate, would not reasonably be expected to result in any event, change, occurrence or effect that prevents (A) prevent or materially impedes impede or materially delays delay the consummation by Purchaser of the Acquisition and the other transactions contemplated by this Agreement or (B) have a “material adverse effect on the ability of Purchaser Material Adverse Effect”)to perform its obligations under this Agreement. (b2) No Consent of, or registration, declaration or filing with, with any Governmental Entity Authority is required to be obtained, given obtained or made under Law by Purchaser in connection with for the execution, delivery and performance of this Agreement or and the Ancillary Agreements Documents or the consummation of the Acquisitiontransactions contemplated by this Agreement and the Ancillary Documents, other than (i) those that may be required solely by reason set forth on Section 4.03(b) of Seller’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated by this Agreement and by the Ancillary Agreements, Purchaser Disclosure Schedule and (ii) those compliance with and filings under the failure of which to obtain, give or make would not, individually or in HSR Act and the aggregate, constitute a Purchaser Material Adverse EffectForeign Filings.