Common use of Conflicts; Consents of Third Parties Clause in Contracts

Conflicts; Consents of Third Parties. Except as set forth on Schedule 6.3 hereto, the execution and delivery by Purchaser of this Agreement and Purchaser Documents and the consummation of the transactions contemplated hereby or thereby will not (i) violate any provision of the certificate of incorporation or by-laws of Purchaser; (ii) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which Purchaser is a party; (iii) violate any Order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser; or (iv) require any consent or approval of or registration or filing by Purchaser or any of its Affiliates with, any third party or any Governmental Body, other than (a) actions required by the HSR Act, and any similar laws of foreign jurisdictions and (b) registrations or other actions required under federal, state and foreign securities laws; except, in the case of clauses (ii), (iii) and (iv), for any of the foregoing that, individually or in the aggregate, could not reasonably be expected to materially delay or burden the consummation by Purchaser of the transactions contemplated by this Agreement. Schedule 6.3 sets forth a true, complete and correct list of any material consents, waivers, authorizations or approvals required to be obtained under any agreement, license, lease, contract, loan, note, mortgage, indenture or other commitment or obligation (whether written or oral and express or implied), under which Purchaser is or may become bound or is or may become subject to any obligation or liability or by which any of its respective assets owned or used are or may become bound in connection with the execution, delivery and performance of this Agreement by Purchaser or consummation of the transactions contemplated herein.

Conflicts; Consents of Third Parties. Except (a) Other than as set forth on Schedule 6.3 heretoprovided in the Seller Stockholders Agreement, none of the execution and delivery by Purchaser such Seller of this Agreement and Purchaser Documents and or any of the Seller Documents, the consummation of the transactions contemplated hereby or thereby will not (i) violate thereby, or compliance by such Seller with any provision of the certificate of incorporation provisions hereof or by-laws of Purchaser; (ii) violate, thereof will conflict with, or result in a breach any violation of any provision ofor default (with or without notice or lapse of time, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a defaultboth) under, require the consent or give rise to a right of any party termination or cancellation under, any provision of (i) the certificate of incorporation and by-laws (or entitle other organizational and governing documents) of such Seller; (ii) any Contract or Permit to which such Seller is a party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien upon by which any of the properties or assets Assets of Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which Purchaser is a partysuch Seller are bound; (iii) violate any Order, writ, injunction, decree, statute, rule or regulation Order of any Governmental Body applicable to Purchasersuch Seller or by which any of the Assets of such Seller are bound; or (iv) require any consent applicable Law. (b) Other than as provided in the Seller Stockholders Agreement, no consent, waiver, approval, Order, Permit or approval of authorization of, or registration declaration or filing with, novation by, or notification to, any Person or Governmental Body is required on the part of such Seller in connection with the execution and delivery of this Agreement or the Seller Documents, or the compliance by Purchaser or such Seller with any of its Affiliates withthe provisions hereof or thereof, any third party the consummation of the transactions contemplated hereby or any Governmental Bodythereby, other than except for (aA) actions required by compliance with the applicable requirements of the HSR Act, and any similar laws of foreign jurisdictions and (bB) registrations or for such other actions required under federal, state and foreign securities laws; except, in the case of clauses (ii), (iii) and (iv), for any of the foregoing that, individually or in the aggregate, could not reasonably be expected to materially delay or burden the consummation by Purchaser of the transactions contemplated by this Agreement. Schedule 6.3 sets forth a true, complete and correct list of any material consents, waivers, approvals, Orders, permits or authorizations or approvals required the failure of which to be obtained under any agreement, license, lease, contract, loan, note, mortgage, indenture or other commitment or obligation (whether written or oral and express or implied), under which Purchaser is or may become bound or is or may become subject to any obligation or liability or by which any of its respective assets owned or used are or may become bound in connection with the execution, delivery and performance of this Agreement by Purchaser or consummation of obtain would not prevent such Seller from consummating the transactions contemplated hereinhereby or under any of the Seller Documents.

Conflicts; Consents of Third Parties. Except as set forth on Schedule 6.3 hereto, (a) None of the execution and delivery by Purchaser Seller of this Agreement and Purchaser Documents and Agreement, the consummation of the transactions contemplated hereby hereby, or thereby will not (i) violate compliance by Seller with any provision of the certificate of incorporation or by-laws of Purchaser; (ii) violate, provisions hereof will conflict with, or result in a breach of any provision violation of, breach or constitute a default (with or an event whichwithout notice or lapse of time, with the giving of notice, the passage of time or otherwise, would constitute a defaultboth) under, require the consent or give rise to a right of any party termination, modification, acceleration, payment or cancellation under, any provision of (i) the organizational documents of Seller, (ii) any Material Contract or entitle any Material Permit to which Seller is a party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien upon by which any of the properties Purchased Assets are bound, (iii) any Order of any Governmental Body applicable to Seller or assets of Purchaser under, by which any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which Purchaser is a party; (iii) violate any Order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser; Purchased Assets are bound or (iv) require any consent or approval of or registration or filing by Purchaser or any of its Affiliates with, any third party or any Governmental Bodyapplicable Law, other than (a) actions required by the HSR Act, and any similar laws of foreign jurisdictions and (b) registrations or other actions required under federal, state and foreign securities laws; exceptthan, in the case of clauses (ii), (iii) and (iv), for such conflicts, violations, breaches, defaults, terminations, modifications or cancellations that are not material to the Business or any acceleration or payment that are not material in amount. (b) No consent, waiver, approval, Order, Permit or authorization of, or filing with, or notification to, any Person or Governmental Body is required on the part of the foregoing that, individually or in the aggregate, could not reasonably be expected to materially delay or burden the consummation by Purchaser of the transactions contemplated by this Agreement. Schedule 6.3 sets forth a true, complete and correct list of any material consents, waivers, authorizations or approvals required to be obtained under any agreement, license, lease, contract, loan, note, mortgage, indenture or other commitment or obligation (whether written or oral and express or implied), under which Purchaser is or may become bound or is or may become subject to any obligation or liability or by which any of its respective assets owned or used are or may become bound Seller in connection with the execution, execution and delivery and performance of this Agreement Agreement, the compliance by Purchaser Seller with any of the provisions hereof, or the consummation of the transactions contemplated hereinhereby, except for (i) compliance with the applicable requirements of the HSR Act and any other applicable regulatory requirements or required consents or filings, and (ii) such other consents, waivers, approvals, Orders, Permits or authorizations Seller’s failure of which to obtain would not be material to the Business.

Conflicts; Consents of Third Parties. (a) Except as set forth on Schedule 6.3 hereto6.3, none of the execution and delivery by Purchaser of this Agreement and of the Purchaser Documents and Documents, the consummation of the transactions contemplated hereby or thereby thereby, or the compliance by Purchaser with any of the provisions hereof or thereof will not conflict with, or result in violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under any provision of (i) violate any provision of the certificate of incorporation or by-laws bylaws or comparable organizational documents of Purchaser; (ii) violate, conflict withany Contract, or result in Permit to which Purchaser is a breach of any provision of, 48 party or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien upon by which any of the properties or assets of Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which Purchaser is a partyare bound; (iii) violate any Order, writ, injunction, decree, statute, rule or regulation Order of any Governmental Body applicable to PurchaserPurchaser or by which any of the properties or assets of Purchaser are bound; or (iv) require any consent material requirement of applicable Law or approval of or registration or filing by Purchaser or any of its Affiliates with, any third party or any Governmental Body, other than (a) actions required by the HSR Act, and any similar laws of foreign jurisdictions and Environmental Law. (b) registrations Other than with respect to the Connecticut Property Transfer Act and any consents received on or other actions prior to the date hereof, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required under federal, state on the part of Purchaser in connection with the execution and foreign securities laws; except, in delivery of this Agreement or the case of clauses (ii), (iii) and (iv), for Purchaser Documents or the compliance by Purchaser with any of the foregoing provisions hereof or thereof, except for consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, could not reasonably be expected have a material adverse effect on the ability of Purchaser to materially delay or burden the consummation by Purchaser of consummate the transactions contemplated by this Agreement. Schedule 6.3 sets forth a true, complete and correct list of any material consents, waivers, authorizations or approvals required to be obtained under any agreement, license, lease, contract, loan, note, mortgage, indenture or other commitment or obligation (whether written or oral and express or implied), under which Purchaser is or may become bound or is or may become subject to any obligation or liability or by which any of its respective assets owned or used are or may become bound in connection with the execution, delivery and performance of this Agreement by Purchaser or consummation of the transactions contemplated herein.

Conflicts; Consents of Third Parties. (a) Except as set forth on Schedule 6.3 hereto5.3(a), none of the execution and delivery by Purchaser the Seller Parent or the Seller of this Agreement and Purchaser Documents and or the Seller Documents, the consummation of the transactions contemplated hereby or thereby will not (i) violate thereby, or compliance by the Seller Parent, the Seller or any provision Company with any of the certificate of incorporation provisions hereof or by-laws of Purchaser; (ii) violate, thereof will conflict with, or result in a breach any violation of any provision ofor default (with or without notice or lapse of time, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a defaultboth) under, require the consent or give rise to a right of any party termination or cancellation under, any provision of (i) the certificate of incorporation and by-laws (estatutos sociales) or entitle any party (with comparable organizational documents of the giving of noticeSeller Parent, the passage of time Seller or otherwiseany Company; (ii) any Contract or Permit to terminatewhich the Seller Parent, accelerate, modify the Seller or call any Company is a default under, party or result in the creation of any Lien upon by which any of the properties or assets of Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which Purchaser is a partyCompany are bound; (iii) violate any Order, writ, injunction, decree, statute, rule or regulation Order of any Governmental Body applicable to Purchaserthe Seller Parent, the Seller or any Company or by which any of the properties or assets of any Company are bound; or (iv) require any consent or approval of or registration or filing by Purchaser or any of its Affiliates with, any third party or any Governmental Bodyapplicable material Law, other than (a) actions required by the HSR Act, and any similar laws of foreign jurisdictions and (b) registrations or other actions required under federal, state and foreign securities laws; exceptthan, in the case of clauses (ii), (iii) and (iviii), for such conflicts, violations, defaults, terminations or cancellations, that would not have a Material Adverse Effect. (b) Except as set forth on Schedule 5.3(b), no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the foregoing thatSeller Parent, individually the Seller or in the aggregate, could not reasonably be expected to materially delay or burden the consummation by Purchaser of the transactions contemplated by this Agreement. Schedule 6.3 sets forth a true, complete and correct list of any material consents, waivers, authorizations or approvals required to be obtained under any agreement, license, lease, contract, loan, note, mortgage, indenture or other commitment or obligation (whether written or oral and express or implied), under which Purchaser is or may become bound or is or may become subject to any obligation or liability or by which any of its respective assets owned or used are or may become bound Company in connection with the execution, execution and delivery and performance of this Agreement or the Seller Documents or the compliance by Purchaser any Company with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereinhereby or thereby, except (i) notice to the Foreign National Investment Registry (Registro Nacional de Inversiones Extranieras) and (ii) for consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Material Adverse Effect.

Conflicts; Consents of Third Parties. Except as set forth on Schedule 6.3 hereto, (a) Neither the execution and delivery by Purchaser Parent and Merger Sub of this Agreement and Purchaser Documents and the consummation of the transactions contemplated hereby other Transaction Documents, nor the compliance by Parent and Merger Sub with any of the provisions hereof or thereby thereof will not (i) violate conflict with, or result in the breach of, any provision of the certificate of incorporation or by-laws bylaws of Purchaser; Parent or Merger Sub, (ii) violate, conflict with, or violate, result in a the breach of any provision of, or constitute a default (under any material Contract to which Parent or an event which, with the giving of notice, the passage of time Merger Sub is a party or otherwise, would constitute a default) under, require the consent of any party under, by which Parent or entitle any party (with the giving of notice, the passage of time Merger Sub or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien upon any of the their respective properties or assets of Purchaser underare bound, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which Purchaser is a party; (iii) violate any OrderOrder by which Parent or Merger Sub is bound, writ, injunction, decree, statute, rule or regulation applicable to Purchaser; or (iv) require any consent or approval of or registration or filing by Purchaser or any of its Affiliates with, any third party or any Governmental Body, other than (a) actions required by the HSR Act, and any similar laws of foreign jurisdictions and (b) registrations or other actions required under federal, state and foreign securities laws; except, in the case of clauses (ii), (iii) and (iviii), for any of the foregoing thatsuch violations, breaches or defaults as would not, individually or in the aggregate, could not reasonably be expected have a material adverse effect on the ability of Parent or Merger Sub to materially delay or burden the consummation by Purchaser of consummate the transactions contemplated by this Agreement. Agreement or any other Transaction Document. (b) Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (ii) filings required under, and compliance with other applicable requirements of, the HSR Act and the Antitrust Laws listed on Schedule 6.3 sets forth a true8.1(b) and (iii) filings pursuant to the Securities Exchange Act of 1934, complete and correct list of any material consentsas amended, waivers, authorizations no consents or approvals required to be obtained under of, or filings, declarations or registrations with, any agreement, license, lease, contract, loan, note, mortgage, indenture or other commitment or obligation (whether written or oral Governmental Authority are necessary for the execution and express or implied), under which Purchaser is or may become bound or is or may become subject to any obligation or liability or by which any of its respective assets owned or used are or may become bound in connection with the execution, delivery and performance of this Agreement by Purchaser Parent and Merger Sub or the consummation by Parent and Merger Sub of the transactions contemplated hereinhereby, except for such consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or any other Transaction Document.

Conflicts; Consents of Third Parties. Except as set forth on Schedule 6.3 hereto, (i) None of the execution and delivery by Purchaser Servicer of this Agreement and Purchaser Documents and Agreement, the consummation of the transactions contemplated hereby hereby, or thereby will not (i) violate compliance by Servicer with any provision of the certificate of incorporation or by-laws of Purchaser; (ii) violate, provisions hereof will conflict with, or result in a breach any violation of any provision ofor default (with or without notice or lapse of time, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a defaultboth) under, require the consent or give rise to a right of any party termination or cancellation under, any provision of (A) the certificate of formation and limited liability company agreement or entitle comparable organizational documents of Servicer; (B) any contract or permit to which Servicer is a party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien upon by which any of the properties or assets of Purchaser under, Servicer are bound; (C) any order of any governmental body applicable to Servicer or by which any of the terms, conditions properties or provisions assets of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which Purchaser is a party; (iii) violate any Order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser; Servicer are bound or (ivD) require any consent or approval of or registration or filing by Purchaser or any of its Affiliates with, any third party or any Governmental Bodyapplicable law, other than (a) actions required by the HSR Act, and any similar laws of foreign jurisdictions and (b) registrations or other actions required under federal, state and foreign securities laws; exceptthan, in the case of clauses (iiB), (iiiC) and (ivD), for any of the foregoing thatsuch conflicts, individually violations, defaults, terminations or in the aggregate, could cancellations that would not reasonably be expected to materially delay or burden the consummation by Purchaser of the transactions contemplated by have a material adverse effect on Servicer’s ability to perform its obligations under this Agreement. Schedule 6.3 sets forth a true. (ii) No consent, complete and correct list waiver, approval, order, permit or authorization of, or declaration or filing with, or notification to, any person or governmental body is required on the part of any material consents, waivers, authorizations or approvals required to be obtained under any agreement, license, lease, contract, loan, note, mortgage, indenture or other commitment or obligation (whether written or oral and express or implied), under which Purchaser is or may become bound or is or may become subject to any obligation or liability or by which any of its respective assets owned or used are or may become bound Servicer in connection with the execution, execution and delivery and performance of this Agreement agreement, the compliance by Purchaser Servicer with any of the provisions hereof, or the consummation of the transactions contemplated hereinhereby, or the taking by Servicer of any other action contemplated hereby, except for such consents, waivers, approvals, orders, permits or authorizations that have already been obtained or the failure of which to obtain would not have a material adverse effect on Servicer’s ability to perform its obligations under this Agreement.

Conflicts; Consents of Third Parties. Except as set forth on Schedule 6.3 hereto, (a) Neither of the execution and delivery by Purchaser of this Agreement and Purchaser Documents and the consummation of the transactions contemplated hereby Purchaser Documents, nor the compliance by Purchaser with any of the provisions hereof or thereby thereof will not (i) violate conflict with, or result in the breach of, any provision of the certificate of incorporation charter or by-laws of Purchaser; , (ii) violate, conflict with, or violate, result in a the breach of any provision of, or constitute a default (or an event whichunder any securitization, with the giving of noticeforward commitment, the passage of time or otherwise, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trustlicense, intellectual property agreement or other license, contract, undertaking, agreement, lease or other instrument or obligation to which Purchaser is a party; party or by which Purchaser or its properties or assets are bound or (iii) violate any Order, writ, injunction, decree, statute, rule rule, regulation or regulation applicable to Purchaser; or (iv) require any consent or approval of or registration or filing Order by which Purchaser or any of its Affiliates withis bound, any third party or any Governmental Body, other than (a) actions required by the HSR Act, and any similar laws of foreign jurisdictions and (b) registrations or other actions required under federal, state and foreign securities laws; except, in the case of clauses (ii), (iii) and (iviii), for any of the foregoing thatPermits required pursuant to Section 9.1(g) or such violations, breaches or defaults as would not, individually or in the aggregate, could not reasonably be expected have a material adverse effect on the ability of Purchaser to materially delay or burden the consummation by Purchaser of consummate the transactions contemplated by this Agreement. Schedule 6.3 sets forth a true. (b) Except for the Permits required pursuant to Section 9.1(g) and for filings of applications and notices with, complete receipt of approvals or nonobjections from, and correct list expiration of related waiting periods required by Section 7.4 of this Agreement, no Consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any material consents, waivers, authorizations Person or approvals Governmental Body of competent jurisdiction is required to be obtained under any agreement, license, lease, contract, loan, note, mortgage, indenture or other commitment or obligation (whether written or oral and express or implied), under which on the part of Purchaser is or may become bound or is or may become subject to any obligation or liability or by which any of its respective assets owned or used are or may become bound in connection with the execution, execution and delivery and performance of this Agreement or the Purchaser Documents or the compliance by Purchaser or consummation with any of the transactions contemplated hereinprovisions hereof or thereof.

Conflicts; Consents of Third Parties. Except as set forth on Schedule 6.3 hereto, (a) None of the execution and delivery by Purchaser of this Agreement and or of the Purchaser Documents and Documents, the consummation of the transactions contemplated hereby or thereby will not (i) violate thereby, or the compliance by Purchaser with any provision of the certificate of incorporation provisions hereof or by-laws of Purchaser; (ii) violate, thereof will conflict with, or result in a any violation or breach of any provision ofor default (with or without notice or lapse of time, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a defaultboth) under, require or give rise to a right of termination, cancellation or acceleration under any provision of (i) the consent certificate of incorporation and bylaws of Purchaser, (ii) any Contract or Permit to which Purchaser is a party under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien upon by which any of the properties or assets of Purchaser underare bound, (iii) any Order applicable to Purchaser or by which any of the terms, conditions properties or provisions assets of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which Purchaser is a party; (iii) violate any Order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser; are bound or (iv) require any consent or approval of or registration or filing by Purchaser or any of its Affiliates with, any third party or any Governmental Body, other than (a) actions required by the HSR Act, and any similar laws of foreign jurisdictions and applicable Law. (b) registrations No consent, waiver, approval, Order, Permit or other actions authorization of or filing with, or notification to, any Person or Governmental Body is required under federal, state on the part of Purchaser in connection with the execution and foreign securities laws; except, in delivery of this Agreement or the case of clauses (ii), (iii) and (iv), for Purchaser Documents or the compliance by Purchaser with any of the foregoing provisions hereof or thereof, except for (i) receipt of all cigarette, tobacco and other licenses required to operate the Business following the Closing, and (ii) such other consents, waivers, approvals, Orders, Permits, authorizations, declarations, filings or notifications that, if not obtained, made or given, would not, individually or in the aggregate, could not reasonably be expected have a Material Adverse Effect on the ability of Purchaser to materially delay or burden the consummation by Purchaser of consummate the transactions contemplated by this Agreement. Schedule 6.3 sets forth a true, complete and correct list of except for any material consents, waivers, authorizations or approvals filings required to be obtained made under any agreement, license, lease, contract, loan, note, mortgage, indenture or other commitment or obligation (whether written or oral and express or implied), under which Purchaser is or may become bound or is or may become subject to any obligation or liability or by which any of its respective assets owned or used are or may become bound in connection with the execution, delivery and performance of this Agreement by Purchaser or consummation of the transactions contemplated hereinHSR Act.

Conflicts; Consents of Third Parties. Except as set forth (a) Subject to (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) compliance with and filings under the HSR Act and any other applicable Antitrust Law and (iii) the Consents, Orders, Permits, declarations, filings and notifications listed on Schedule 6.3 hereto5.3(b), neither Parent nor Merger Sub is subject to or obligated under its certificate or articles of incorporation, its bylaws (or similar organizational documents), any applicable Law, or any material Contract, or any Permit, or subject to any Order, which would be breached or violated in any material respect by Parent’s or Merger Sub’s execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. (b) No Consent, Order or Permit of, or declaration or filing with, or notification to, any Governmental Body is required on the part of Parent in connection with the execution and delivery by Purchaser of this Agreement and Purchaser Documents and or the compliance by Parent with any of the provisions hereof or thereof or the consummation of the transactions contemplated hereby or thereby will not thereby, except for (i) violate any provision of the certificate of incorporation or by-laws of Purchaser; (ii) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, compliance with the giving applicable requirements of notice, the passage of time or otherwise, would constitute a default) under, require the consent of any party under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which Purchaser is a party; (iii) violate any Order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser; or (iv) require any consent or approval of or registration or filing by Purchaser or any of its Affiliates with, any third party or any Governmental Body, other than (a) actions required by the HSR Act, and any similar laws of foreign jurisdictions and (b) registrations or other actions required under federal, state and foreign securities laws; except, in the case of clauses (ii) the Consents, Orders, Permits, declarations, filings and notifications listed on Schedule 5.3(b), and (iii) such Consents, Orders, Permits, declarations, filings and (iv), for any of the foregoing notifications that, individually if not obtained, or in the aggregatenot filed, could as applicable, would not reasonably be expected to materially delay have a material and adverse effect on Parent’s or burden the consummation by Purchaser of Merger Sub’s ability to consummate the transactions contemplated by this Agreement. Schedule 6.3 sets forth a true, complete and correct list of any material consents, waivers, authorizations or approvals required to be obtained under any agreement, license, lease, contract, loan, note, mortgage, indenture or other commitment or obligation (whether written or oral and express or implied), under which Purchaser is or may become bound or is or may become subject to any obligation or liability or by which any of its respective assets owned or used are or may become bound in connection with the execution, delivery and performance of this Agreement by Purchaser or consummation of the transactions contemplated hereinhereby.

Conflicts; Consents of Third Parties. Except as set forth on Schedule 6.3 hereto, (a) None of the execution and delivery by Purchaser such Seller of this Agreement and Purchaser Documents and or the Seller Documents, the consummation of the transactions contemplated hereby or thereby will not (i) violate thereby, or compliance by such Seller with any provision of the certificate of incorporation provisions hereof or by-laws of Purchaser; (ii) violate, thereof will conflict withwith in any material respect, or result in a breach any material violation of any provision ofor material default (with or without notice or lapse of time, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a defaultboth) under, require the consent or give rise to a right of termination or cancellation under any party underprovision of (i) any Contract, or entitle any Permit to which such Seller is a party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien upon by which any of the properties or assets of Purchaser under, such Seller are bound; (ii) any of the terms, conditions or provisions Order of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which Purchaser is a party; (iii) violate any Order, writ, injunction, decree, statute, rule or regulation Governmental Body applicable to Purchaser; or (iv) require any consent or approval of or registration or filing by Purchaser or any of its Affiliates with, any third party or any Governmental Body, other than (a) actions required by the HSR Act, and any similar laws of foreign jurisdictions and (b) registrations or other actions required under federal, state and foreign securities laws; except, in the case of clauses (ii), (iii) and (iv), for any of the foregoing that, individually or in the aggregate, could not reasonably be expected to materially delay or burden the consummation by Purchaser of the transactions contemplated by this Agreement. Schedule 6.3 sets forth a true, complete and correct list of any material consents, waivers, authorizations or approvals required to be obtained under any agreement, license, lease, contract, loan, note, mortgage, indenture or other commitment or obligation (whether written or oral and express or implied), under which Purchaser is or may become bound or is or may become subject to any obligation or liability such Seller or by which any of its respective the properties or assets owned of such Seller are bound; or used (iii) any applicable Law (assuming the termination of the waiting periods referred to in Section 2.2(b) and assuming any consents from each Governmental Body referred to in Section 2.2(b) required to be obtained by the Company under Antitrust Laws are obtained). (b) No consent, waiver, approval, Order, Permit or may become bound authorization of, or declaration or filing with, or notification to, any Person is required on the part of such Seller in connection with the execution, execution and delivery and performance of this Agreement Agreement, the Seller Documents, the compliance by Purchaser such Seller with any of the provisions hereof, or the consummation of the transactions contemplated hereinhereby, except for the filing of a pre-merger notification and report form under the HSR Act, the filing of any forms required to be filed under the foreign Antitrust Laws identified in Schedule 2.2(b), and the expiration or termination of the applicable waiting periods or consents required under such Antitrust Laws.

Conflicts; Consents of Third Parties. (a) Except as set forth on Schedule 6.3 heretorequired by the HSR Act, the execution and delivery by Purchaser of this Agreement and Purchaser Documents and neither the consummation of the transactions contemplated hereby or thereby will not (i) violate nor compliance by Buyer with any provision of the certificate of incorporation or by-laws of Purchaser; (ii) violateprovisions hereof will, in any material respect, conflict with, or result in a breach any violation of any provision ofor default (with or without notice or lapse of time, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a defaultboth) under, require the consent or give rise to a right of any party termination or cancellation under, any provision of (i) the organizational documents of Buyer; (ii) any material Contract or entitle any material Permit to which Buyer is a party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien upon by which any of the material properties or assets of Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which Purchaser is a partyBuyer are bound; (iii) violate any Order, writ, injunction, decree, statute, rule or regulation material Order of any Governmental Entity applicable to PurchaserBuyer, or by which any of the material properties or assets of Buyer are bound; or (iv) require any consent applicable Law, except in the case of clauses (ii)-(iv) where such conflict, violation, default or approval right of termination or registration or filing cancellation would not materially impair the ability of Buyer to consummate the transactions contemplated by Purchaser or any of its Affiliates with, any third party or any Governmental Body, other than this Agreement. (ab) actions Except as required by the HSR Act, no material consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Entity is required on the part of Buyer in connection with the execution and any similar laws delivery of foreign jurisdictions and (b) registrations this Agreement or other actions required under federal, state and foreign securities laws; except, in the case of clauses (ii), (iii) and (iv), for compliance by Buyer with any of the foregoing thatprovisions hereof, individually or in the aggregate, could not reasonably be expected to materially delay or burden the consummation by Purchaser of the transactions contemplated hereby, except where the failure to obtain such consent, waiver, approval, Order, Permit, authorization or notice would not materially impair the ability of Buyer to consummate the transactions contemplated by this Agreement. Schedule 6.3 sets forth a true, complete and correct list of any material consents, waivers, authorizations or approvals required to be obtained under any agreement, license, lease, contract, loan, note, mortgage, indenture or other commitment or obligation (whether written or oral and express or implied), under which Purchaser is or may become bound or is or may become subject to any obligation or liability or by which any of its respective assets owned or used are or may become bound in connection with the execution, delivery and performance of this Agreement by Purchaser or consummation of the transactions contemplated herein.

Conflicts; Consents of Third Parties. (a) Except as set forth on Schedule 6.3 4.3(a) hereto, none of the execution and delivery by Purchaser the Sellers of this Agreement and Purchaser Documents and Agreement, the consummation of the transactions contemplated hereby hereby, or thereby will not (i) violate compliance by the Sellers with any provision of the certificate of incorporation or by-laws of Purchaser; (ii) violate, provisions hereof will conflict with, or result in a breach any violation of any provision ofor default (with or without notice or lapse of time, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a defaultboth) under, require the consent or give rise to a right of any party termination or cancellation under, any provision of (i) the certificate of incorporation and by-laws or entitle any party (with comparable organizational documents of the giving of noticeSellers, FiberMark Investments, the passage Company or any Company Subsidiary; (ii) any Material Contract, Real Property Lease or Permit to which the Sellers, FiberMark Investments, the Company or any Company Subsidiary is a party or by which any of time the material properties or otherwiseassets of the Sellers or the Company are bound; (iii) any Order applicable to terminate, accelerate, modify the Sellers or call a default under, the Company or result in the creation of any Lien upon by which any of the properties or assets of Purchaser underthe Sellers, FiberMark Investments, the Company or any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, intellectual property or other license, contract, undertaking, agreement, lease or other instrument or obligation to which Purchaser is a party; (iii) violate any Order, writ, injunction, decree, statute, rule or regulation applicable to PurchaserCompany Subsidiary are bound; or (iv) require any consent or approval of or registration or filing by Purchaser or any of its Affiliates withapplicable Law, any third party or any Governmental Body, other than (a) actions required by the HSR Act, and any similar laws of foreign jurisdictions and (b) registrations or other actions required under federal, state and foreign securities laws; except, in the case of clauses except with respect to (ii), (iii) and (iv) above, where any such conflict, violation, default or termination right would not be reasonably likely to result in a Material Adverse Effect. (b) Except as set forth on Schedule 4.3(b), for no material consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of any of the foregoing thatSellers, individually the Company or in the aggregate, could not reasonably be expected to materially delay or burden the consummation by Purchaser of the transactions contemplated by this Agreement. Schedule 6.3 sets forth a true, complete and correct list of any material consents, waivers, authorizations or approvals required to be obtained under any agreement, license, lease, contract, loan, note, mortgage, indenture or other commitment or obligation (whether written or oral and express or implied), under which Purchaser is or may become bound or is or may become subject to any obligation or liability or by which any of its respective assets owned or used are or may become bound Company Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or the compliance by Purchaser the Sellers with any of the provisions hereof, or the consummation of the transactions contemplated hereinhereby, except for compliance with the applicable requirements of any Competition Law in relevant jurisdictions.