Breach of Statute. Neither the execution and delivery of this Agreement or the Ancillary Agreements by Seller nor performance by Seller of any of its obligations under this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby (a) will violate any provision of the Certificate of Incorporation or By-Laws of Seller, (b) will violate in any respect any Law applicable to Seller or the Assets or (c) except for the expiration or early termination of the waiting period under the HSR Act and except as set forth on Schedule 4.2(c), requires in respect of Seller or the Assets any approval from, consent of or notice to any Governmental Authority other than, in the case of clauses (b) and (c), any conflict, breach or violation that, individually or in the aggregate, would not (x) have an RC International MAE, (y) have a Cott MAE or (z) materially impair or delay the ability of Seller to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Cott Corp /Cn/), Asset Purchase Agreement (Cott Corp /Cn/)