Noncontravention; Consents and Approvals. Except as set forth on Schedule 4(c), neither the execution and delivery of any Transaction Agreement or Reorganization Document to which any Seller Party is a party, nor the performance by any Seller Party of its obligations under the Transaction Agreements and Reorganization Documents to which such Seller Party is a party nor the consummation of any of the transactions contemplated thereby, shall, (i) violate (or have violated, in the case of the Reorganization Documents) any Organizational Document of any Seller Party or any Subject Entity, (ii) violate or conflict with (or have violated or conflicted with, in the case of the Reorganization Documents) any Law to which such Seller Party or any Subject Entity is subject or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice, payment or lien under (or have conflicted with, resulted in a breach of, constituted a default under, resulted in acceleration of, created in any Person the right to accelerate, terminate, modify or cancel or required any notice, payment or lien under, in the case of the Reorganization Documents) any agreement, contract, lease, license, instrument or other arrangement to which such Seller Party or a Subject Entity is a party, or by which such Seller Party or any Subject Entity is bound or to which any of its assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, right to payment or other compensation or Encumbrance, did not, would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in a Seller Adverse Effect of more than $10,000,000. Except as set forth on Schedule 4(c), no Seller Party needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority or any other Person to consummate the transactions contemplated by this Agreement, any other Transaction Agreement or any Reorganization Document to which such Seller Party is a party, except as did not, would not, or could not reasonably be expected to, as applicable, individually or in the aggregate, result in a Seller Adverse Effect of more than $10,000,000.
Noncontravention; Consents and Approvals. (a) Neither the execution and delivery by Buyer of this Agreement and each other Transaction Document to which Buyer is a party, nor the consummation of the transactions contemplated hereunder or thereunder, will, subject to entry of the Sale Order, (i) conflict with or result in a breach of the organizational documents of Buyer, (ii) violate any Law or Order to which Buyer or its assets and properties may be subject, (iii) conflict with, result in a breach of, constitute a default (with or without notice or lapse of time, or both) under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) on, any Contract to which Buyer is a party or by which Buyer or its assets and properties is bound, except, in the case of clause (ii) or (iii), for such conflicts, breaches, defaults, rights or failures to give notice as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions contemplated by this Agreement.
Noncontravention; Consents and Approvals. (a) Neither the execution and delivery by any Group Company of this Agreement and each other Transaction Document to which a Group Company is a party, nor the consummation of the transactions contemplated hereunder or thereunder, will, subject to entry of the Sale Order and any other applicable Order of the Bankruptcy Court, (i) conflict with or result in a breach of the organizational documents of any Group Company, (ii) violate any Law or Order to which any Group Company, or its assets or properties, or any of the Purchased Assets may be subject, or (iii) except as set forth on Section 3.03(a) of the Disclosure Schedules, conflict with, result in a breach of, constitute a default (with or without notice or lapse of time, or both) under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) on, any Contract to which any Group Company is a party or by which any Group Company, or its assets or properties, is bound or to which any of the Purchased Assets is subject, after giving effect to the Sale Order and any applicable Order of the Bankruptcy Court authorizing the assumption and assignment of any such Contract that is a Purchased Contract hereunder, except, in the case of clause (ii) or (iii), for such conflicts, breaches, defaults, rights or failures to give notice as would not, individually or in the aggregate, reasonably be expected to be material to the Business, the Purchased Entities, the Purchased Assets or the Assumed Liabilities, taken as a whole.
Noncontravention; Consents and Approvals. (a) The execution and delivery of this Agreement (and the Ancillary Agreements) by Acquisition does not (will not) and the consummation by Acquisition of the transactions contemplated hereby (and thereby) (including, without limitation, the execution and filing of the Certificate of Designations) will not (i) conflict with any provision of the articles of incorporation or bylaws of Acquisition or any of its Subsidiaries or affiliates; (ii) conflict with or result (with the giving of notice or the lapse of time or both) in any violation of or default or loss of a benefit under, or permit the acceleration or termination of any obligation under, any material loan or credit agreement, note, bond, mortgage, indenture, lease or other material agreement, obligation or commitment, instrument or license, (iii) violate any Law or Judgment applicable to Acquisition or its properties; or (iv) result in the creation or imposition of any Lien upon any asset of Acquisition, except in the case of clauses (ii) and (iii) above, such as would not, individually or in the aggregate, result in an Acquisition Material Adverse Effect.
Noncontravention; Consents and Approvals. Except as set forth on Schedule 3(c), neither the execution and delivery of any Transaction Agreement to which any Buyer Party is a party, nor the performance by any Buyer Party of its obligations under the Transaction Agreements to which such Buyer Party is a party nor the consummation of any of the transactions contemplated thereby, shall, (i) violate any Organizational Document of any Buyer Party, (ii) violate or conflict with any Law to which such Buyer Party is subject or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel or require any notice, payment or lien under any agreement, contract, lease, license, instrument or other arrangement to which such Buyer Party is a party or by which such Buyer Party is bound or to which any of the Buyer Parties’ assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, right to payment or other compensation or Encumbrance would not, or could not reasonably be expected to, individually or in the aggregate, delay or materially affect any Buyer Parties’ ability to consummate the transactions contemplated by this Agreement or any other Transaction Agreement to which such Buyer Party is a party. Except for filings required to be made under the HSR Act, authorization required by Environmental Requirements set forth on Schedule 3(c), and applicable securities Laws, no Buyer Party needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Authority or any other Person to consummate the transactions contemplated by this Agreement or any other Transaction Agreement to which such Buyer Party is a party.
Noncontravention; Consents and Approvals. Neither the execution and the delivery of this Agreement or any ancillary documents, nor the consummation of the contemplated transactions, will: (a) violate any law, order or regulation to which the Company is subject; (b) violate any provision of the articles, bylaws or other organizational documents of the Company; (c) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under any agreement, contract, lease, license, instrument or other arrangement to which the Company is a party or by which it is bound, or to which any of its assets is subject (or result in the imposition of any security interest upon its assets); or (d) result in the cancellation, forfeiture, revocation, suspension or adverse modification of any permit owned or held by the Company. The Company is not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any person, entity or governmental authority for the Parties to consummate the transactions contemplated by this Agreement.
Noncontravention; Consents and Approvals. 3.1.3.1 The execution, delivery and performance by Navistar, Navistar Parent and their Affiliates of this Agreement and each Transaction Agreement to which it will become a party, as applicable, with or without the giving of notice or the lapse of time or both, do not and will not (a) violate any provision of the certificate of incorporation or bylaws or other governing documents, as applicable, of Navistar, Navistar Parent or any of their Affiliates that will be party to a Transaction Agreement, (b) violate any provision of any Law (other than antitrust and competition Laws, as to which no representation is made) or any Order, in each case applicable to Navistar, Navistar Parent or any of their Affiliates that will be party to a Transaction Agreement, (c) except as set forth in Section 3.1.3.1 of the Navistar Disclosure Schedule or other than with respect to Contracts with dealers or distributors, violate or result in or give any Person any right of termination, cancellation, acceleration or modification in or with respect to, any material Contract to which Navistar, Navistar Parent or any of their Affiliates is a party, or (d) result in the creation or imposition of any material Lien (other than Permitted Liens) upon Navistar, Navistar Parent, any of their Affiliates, the Company or any of its direct or indirect wholly owned subsidiaries or any of their respective properties under any Contract to which Navistar, Navistar Parent or any of their Affiliates is a party.
Noncontravention; Consents and Approvals. 3.2.3.1 The execution, delivery and performance by Caterpillar of this Agreement and each Transaction Agreement to which it will become a party, with or without the giving of notice or the lapse of time or both, do not and will not (a) violate any provision of the certificate of incorporation or bylaws of Caterpillar, (b) violate any provision of any Law (other than antitrust and competition Laws, as to which no representation is made) or any Order, in each case applicable to Caterpillar, (c) except as set forth in Section 3.2.3.1 of the Caterpillar Disclosure Schedule, violate or result in or give any Person any right of termination, cancellation, acceleration or modification in or with respect to, any material Contract to which Caterpillar or any of its Affiliates is a party, or (d) result in the creation or imposition of any material Lien (other than Permitted Liens) upon Caterpillar or any of its Affiliates, the Company or any of its direct or indirect wholly owned subsidiaries or any of their respective properties under any Contract to which Caterpillar or any of its Affiliates is a party.
Noncontravention; Consents and Approvals. (a) Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 5.3(b), the execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby will not (i) conflict with or result in any breach of any provision of the articles of incorporation or bylaws of Buyer, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under the terms, conditions or provisions of any note, bond, mortgage, indenture, license agreement or other instrument or obligation to which Buyer is a party, or by which Buyer or any of its respective properties or assets is bound, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any of its respective properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not impair the ability of Buyer to consummate the transactions contemplated hereby.
Noncontravention; Consents and Approvals. Except as set forth in 2.4 of the Disclosure Schedule, neither the execution and delivery of this Agreement by the Sellers, nor the consummation by the Sellers of the transactions contemplated hereby, will (i) conflict with or violate any provision of the Organizational Documents of K.Z., Inc., (ii) conflict with, result in a Breach of, constitute (with or without due notice or lapse of time) a default under, result in the loss of benefit under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Encumbrance (as hereinafter defined) or other arrangement to which any of the Sellers or the Company is a party or by which the Sellers or the Company is bound or to which any of their respective assets is subject, (iii) result in the imposition of any Share Encumbrance upon the Company Shares, (iv) result in the imposition of any Encumbrance upon any assets of the Company, or (v) violate any Legal Requirement applicable to any of the Sellers or the Company.
