Common use of No Approvals or Conflicts Clause in Contracts

No Approvals or Conflicts. Except as set forth in Section 2.7 of the Disclosure Schedule, the execution, delivery and performance by the Sellers of this Agreement and the consummation by the Sellers of the transactions contemplated hereby will not (i) violate, conflict with or result in a breach by the Sellers or the Company of any provision of the Letters Patent, as amended, or Bylaws of the Company, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Sellers or the Company (or an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of the Company or the Subsidiaries or on the Sellers' interest in the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Sellers, the Company, the Subsidiaries or any of their respective properties may be bound, (iii) violate or result in a breach of any order, injunction, judgment, ruling, law or regulation of any Governmental Authority (as defined in Section 2.12) applicable to any of the Sellers, the Company, the Subsidiaries or any of their respective properties or (iv) require the Sellers or the Company or any Subsidiary to obtain or make any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authority, excluding from the foregoing clauses (ii) and (iii) above, such violations, conflicts, breaches, defaults, rights of termination, cancellation or acceleration or creation of Encumbrances, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

No Approvals or Conflicts. Except as set forth in Section 2.7 of Neither the Disclosure Schedule, the execution, execution and delivery and performance by the Sellers Purchaser of this Agreement and nor, as of the Closing, the consummation by the Sellers Purchaser of the transactions contemplated hereby will not (i) violate, conflict with or result in a breach by the Sellers or the Company of any provision of the Letters Patent, as amended, Certificate of Incorporation or Bylaws By-laws of the CompanyPurchaser, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Sellers or the Company (or an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon any of the Purchaser's properties of the Company or the Subsidiaries or on the Sellers' interest in the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Sellers, the Company, the Subsidiaries Purchaser or its subsidiaries or any of their respective properties may be bound, (iii) violate or result in a breach of any order, injunction, judgment, ruling, law or regulation of any Governmental Authority (as defined in Section 2.12) court or governmental authority applicable to any of the Sellers, the Company, the Subsidiaries Purchaser or its subsidiaries or any of their respective properties properties, or (iv) except for applicable requirements of the Exchange Act and the HSR Act require the Sellers or the Company or any Subsidiary to obtain or make any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration with, any Governmental Authoritygovernmental or regulatory authority or other third party. (a) Purchaser understands that the procurement of any required consents from, excluding from or giving of notices to, customers and other parties with contractual arrangements with the foregoing clauses Company and the Company Subsidiaries or, subject to Sections 6.5 and 6.6, governmental authorities (iiother than the Department of Justice and the Federal Trade Commission) who may require such consents or notices (regardless of whether such consents or notices are included in Section 2.7 of the Disclosure Schedule) will not be a condition to any party's obligation to effect the Closing. Purchaser also understands that consummation of this transaction requires the prior consent of the lenders under the bank credit facility pertaining to the Company and the Company Subsidiaries, and in the absence of such consent, Purchaser would have to cause the Company and/or the Company Subsidiaries to refinance such facility at Closing and, subject to Section 7.3, no Seller will be responsible for the failure to obtain such consent or to effect such refinancing. Finally, Purchaser understands that consummation of this transaction will constitute a "change of control" under the indenture for the 11-1/4% Notes due 2009 (the "Company Notes") and (iii) aboveas a result, a repurchase offer must be made following the Closing in accordance with the requirements of such violations, conflicts, breaches, defaults, rights of termination, cancellation or acceleration or creation of Encumbrances, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectindenture.

No Approvals or Conflicts. Except as set forth in Section 2.7 of the Disclosure Schedule, the The execution, delivery and performance by the Sellers Buyer and ICL of this Agreement and the consummation by the Sellers Buyer and ICL of the transactions contemplated hereby to be consummated by each of them will not (i) violate, conflict with or result in a breach by the Sellers Buyer or the Company ICL of any provision of the Letters Patentcertificate of incorporation, as amended, bylaws or Bylaws equivalent formation or governance document of the CompanyBuyer or ICL, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Sellers Buyer or the Company ICL (or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation cancellation, modification or acceleration of or under, or result in the creation of any Encumbrance upon any of the Buyer’s or ICL’s properties of the Company or the Subsidiaries give to others any interests or on the Sellers' interest in the Shares rights therein under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, permitPermit, lease, contract, agreement or other instrument or understanding to which any of the Sellers, the Company, the Subsidiaries Buyer or ICL or any of their respective properties may be boundbound or subject, (iii) violate violate, conflict with, or result in a breach of any order, injunction, judgment, ruling, law or regulation Law of any Governmental Authority (as defined in Section 2.12) applicable to any of the SellersBuyer, the Company, the Subsidiaries ICL or any of their respective properties or (iv) require except for applicable requirements of the Sellers or the Company HSR Act or any Subsidiary other Competition/Investment Law, and except for reports to obtain be filed under the Exchange Act or make foreign securities Laws, require any material order, consentConsent, clearance, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authority, excluding from the foregoing clauses or other Person, except in each case with respect to subclauses (ii), (iii) and (iii) aboveiv), where such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, rights of terminationright, cancellation Encumbrance or acceleration requirement does not have, or creation of Encumbrances, whichis not reasonably expected to have, individually or in the aggregate, would not reasonably be expected a material adverse effect on the ability of the Buyer to have a Material Adverse Effectconsummate the transactions contemplated by this Agreement or the Transaction Documents without material delay.

No Approvals or Conflicts. Except as set forth in Section 2.7 3.3 of the Disclosure ScheduleSchedule and, in the case of Solutia, subject to the Approval Order (with respect to the matters not covered by the Initial Relief Order) having been entered and still being in effect and not subject to any stay pending appeal at the time of the Closing, the execution, delivery and performance by the Sellers such Owner of this Agreement and the consummation by the Sellers such Owner of the transactions contemplated hereby to be consummated by it will not (i) violate, conflict with or result in a breach by the Sellers or the Company such Owner of any provision of the Letters Patentany charter, as amended, bylaws or Bylaws equivalent formation or governance document of the Companysuch Owner, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Sellers or the Company such Owner (or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation cancellation, modification or acceleration of or under, or result in the creation of any Encumbrance upon any of the properties of the Company Acquired Assets or the Subsidiaries give to others any interests or on the Sellers' interest in the Shares rights therein under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument or understanding to which such Owner is a party, or by which the Business or any of the Sellers, the Company, the Subsidiaries or any of their respective properties Acquired Assets may be boundbound or subject, (iii) violate violate, conflict with or result in a breach of of, any order, injunction, judgment, ruling, law or regulation Law of any Governmental Authority (as defined in Section 2.12) applicable to any of the Sellers, the Company, the Subsidiaries such Owner or any of their respective its properties or the Business, or (iv) require except for applicable requirements of the Sellers or the Company HSR Act or any Subsidiary other Competition/Investment Law, and except for reports to obtain or make be filed under the Exchange Act, require any material order, consentConsent, clearance, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental AuthorityAuthority or other Person, excluding from the foregoing clauses except in each case with respect to subclauses (ii), (iii) and (iii) aboveiv), where such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, rights of terminationright, cancellation Encumbrance or acceleration requirement does not have, or creation of Encumbrances, whichis not reasonably expected to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect or a material adverse effect on the ability of such Owner to consummate the transactions contemplated by this Agreement or the Transaction Documents without material delay.

No Approvals or Conflicts. Except as set forth in Section 2.7 2.6 of the ------------------------- Disclosure Schedule, neither the execution, execution and delivery by Sellers and performance by the Sellers Company of this Agreement and nor the consummation by Sellers and the Sellers Company of the transactions contemplated hereby will not (i) violate, conflict with or result in a breach by the Sellers or the Company of any provision of the Letters Patent, as amended, charter or Bylaws bylaws of any of the CompanyCompany and its Subsidiaries. To the best of Sellers' knowledge after reasonable and prudent investigation, except as set forth in Section 2.6 of the Disclosure Schedule, neither the execution and delivery by Sellers and the Company of this Agreement nor the consummation by Sellers and the Company of the transactions contemplated hereby will (iii) violate, conflict with or result in a breach of any provision of, or constitute a default by under, or result in the Sellers termination or cancellation of, or accelerate the Company (or an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration underperformance required by, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon any of the properties of any of the Company or the and its Subsidiaries or on the Sellers' upon any Seller's interest in the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument or commitment or obligation to which any Seller or any of the Sellers, the Company, the Company and its Subsidiaries or any of their respective properties may be boundbound or affected, (iiiii) violate or result in a breach of any order, writ, injunction, decree, judgment, ruling, law law, rule or regulation of any Governmental Authority (as defined in Section 2.12) court or governmental authority, domestic or foreign, applicable to any Seller or any of the Sellers, the Company, the Company and its Subsidiaries or any of their respective properties properties, or (iviii) except for approvals of the Federal Communications Commission (the "FCC") and the North Carolina Utilities Commission (the "NCUC") require the Sellers or the Company or any Subsidiary to obtain or make any order, consent, ---- approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration with, any Governmental Authoritygovernmental or regulatory authority in connection with the execution, excluding from delivery and performance of this Agreement by any Seller or the foregoing Company or to enable the Company and its Subsidiaries to continue fully to conduct the Business after the Closing Date in a manner which is in all material respects consistent with that in which it is presently conducted, which, in the case of clauses (i), (ii) and (iii) above, such violations, conflicts, breaches, defaults, rights of termination, cancellation or acceleration or creation of Encumbrances, whichwould, individually or in the aggregate, would not be reasonably be expected likely to have a Material Adverse Effect.

No Approvals or Conflicts. Except as set forth in Section 2.7 of on Schedule 3.7 to the Disclosure ScheduleLetter, the executionexecution by Total and the Sellers, delivery and the performance by Total and the Sellers of this Agreement and the consummation by Total and the Sellers of the transactions contemplated hereby do not and will not not: (i) violate, conflict with or result in a breach of their by-laws or other organizational documents by any of Total, the Sellers or and the Company of any provision of the Letters Patent, as amended, or Bylaws of the Company, Group Companies; (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by any of the Sellers or the Company Group Companies (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of any of the Company or the Subsidiaries Group Companies or on the Sellers' interest in the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Sellers, the Company, the Subsidiaries Group Companies or any of their respective properties may be bound, ; (iii) violate or result in a breach of any order, injunction, judgment, ruling, law Governmental Order or regulation of any Governmental Authority (as defined in Section 2.12) Law applicable to any of the Sellers, the Company, the Subsidiaries Group Companies or any of their respective properties properties; or (iv) except for the Regulatory Approvals, require the Sellers or the Company or any Subsidiary to obtain or make any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration by the Sellers with, any Governmental Authority, excluding from except, with respect to the foregoing clauses (ii), (iii) and (iiiiv) above, such violations, conflicts, breaches, defaults, rights of termination, cancellation or acceleration or creation of Encumbrances, whichas would not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect or a material adverse effect on the ability of Total and the Sellers to consummate the transactions contemplated by this Agreement.

No Approvals or Conflicts. (a) Except as set forth in Section 2.7 2.7(a) of the Disclosure Schedule, the execution, delivery and performance by the Sellers of this Agreement and the consummation by the Sellers of the transactions contemplated hereby will not (i) violate, conflict with or result in a breach by the Sellers or the Company of any provision of the Letters Patent, as amended, Certificate of Incorporation or Bylaws of the Company, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Sellers or the Company (or an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon any of the properties of the Company or the Subsidiaries or on the Sellers' interest in the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Sellers, the Company, the Subsidiaries Company or any of their respective properties may be bound, (iii) violate or result in a breach of any order, injunction, judgment, ruling, law or regulation of any Governmental Authority (as defined in Section 2.12) court or governmental authority applicable to any of the Sellers, the Company, the Subsidiaries Company or any of their respective properties or (iv) require the Sellers or the Company or any Subsidiary to obtain or make any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authoritygovernmental or regulatory authority, excluding from the foregoing clauses (ii) and (iii) above, such violations, conflicts, breaches, defaults, rights of termination, cancellation or acceleration or creation of Encumbrances, conflicts and breaches which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) The following information has been and will be relied upon by Buyer in making its determination as to the notification and disclosure requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "▇▇▇ ▇▇▇"): (▇) the audited balance sheet of the Company at December 31, 1997 reflects that the total assets of the Company as of that date are $7,433,079; (ii) the internally prepared balance sheet of the Company at May

No Approvals or Conflicts. Except as set forth in Section 2.7 of the Disclosure Schedule, the The execution, delivery and performance by the Sellers Buyer and ICL of this Agreement and the consummation by the Sellers Buyer and ICL of the transactions contemplated hereby to be consummated by each of them will not (i) violate, conflict with or result in a breach by the Sellers Buyer or the Company ICL of any provision of the Letters Patentcertificate of incorporation, as amended, bylaws or Bylaws equivalent formation or governance document of the CompanyBuyer or ICL, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Sellers Buyer or the Company ICL (or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation cancellation, modification or acceleration of or under, or result in the creation of any Encumbrance upon any of the Buyer's or ICL's properties of the Company or the Subsidiaries give to others any interests or on the Sellers' interest in the Shares rights therein under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, permitPermit, lease, contract, agreement or other instrument or understanding to which any of the Sellers, the Company, the Subsidiaries Buyer or ICL or any of their respective properties may be boundbound or subject, (iii) violate violate, conflict with, or result in a breach of any order, injunction, judgment, ruling, law or regulation Law of any Governmental Authority (as defined in Section 2.12) applicable to any of the SellersBuyer, the Company, the Subsidiaries ICL or any of their respective properties or (iv) require except for applicable requirements of the Sellers or the Company HSR Act or any Subsidiary other Competition/Investment Law, and except for reports to obtain be filed under the Exchange Act or make foreign securities Laws, require any material order, consentConsent, clearance, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authority, excluding from the foregoing clauses or other Person, except in each case with respect to subclauses (ii), (iii) and (iii) aboveiv), where such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, rights of terminationright, cancellation Encumbrance or acceleration requirement does not have, or creation of Encumbrances, whichis not reasonably expected to have, individually or in the aggregate, would not reasonably be expected a material adverse effect on the ability of the Buyer to have a Material Adverse Effectconsummate the transactions contemplated by this Agreement or the Transaction Documents without material delay.

No Approvals or Conflicts. Except as set forth in Section 2.7 3.6 of the Disclosure Schedule, the execution, delivery and performance by Entrada and the Sellers Shareholder of this Agreement and the consummation by Entrada and the Sellers Shareholder of the transactions contemplated hereby will not (i) violate, conflict with or result in a breach by the Sellers or the Company Entrada of any provision of the Letters Patent, as amended, certificate of incorporation or Bylaws by-laws of the CompanyEntrada or any of its Subsidiaries, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Sellers Entrada or the Company any of its Subsidiaries (or an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance upon any of the properties of the Company Entrada or the any of its Subsidiaries or on the Sellers' interest in the Shares under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of the Sellers, the Company, the Subsidiaries or any of their respective properties may be boundEntrada Contract (as defined in Section 3.15), (iii) violate or result in a breach of any order, injunction, judgment, ruling, law or regulation of any Governmental Authority (as defined in Section 2.12) court or governmental authority applicable to Entrada, any of the Sellersits Subsidiaries, the Company, the Subsidiaries or any of their respective properties or except for those required under or in relation to the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (iv) the "HSR Act"), require the Sellers or the Company or any Subsidiary to obtain or make any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authoritygovernmental or regulatory authority, excluding from the foregoing clauses (ii) and (iii) above, such violations, conflicts, breaches, defaults, rights of termination, cancellation or acceleration or creation of Encumbrances, conflicts and breaches which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect on Entrada or prevent or delay the consummation of the transactions contemplated hereby.

No Approvals or Conflicts. Except as set forth in Section 2.7 2.06 of the Disclosure Schedule, neither the execution, execution and delivery and performance by the Sellers Seller or Fort Mill of this Agreement and Agreement, nor the consummation by the Sellers Seller and Fort Mill of the transactions contemplated hereby will not (ia) violate, conflict with or result in a breach by the Sellers or the Company of any provision of the Letters Patentcertificate of incorporation or bylaws or partnership documents, as amendedapplicable, of Seller or Bylaws of the CompanyPurchased Entities, (iib) violate, conflict with or result in a breach of any provision of, or constitute a default by the Sellers or the Company (or an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance Lien upon any of the properties of the Company Seller or the Subsidiaries Purchased Entities under, or on cause the Sellers' interest in termination or modification of, or give any other Person the Shares underright to terminate or modify, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which any of Seller or the Sellers, the Company, the Subsidiaries Purchased Entities are parties or by which any of their respective properties may be are bound, (iiic) violate or result in a breach of any order, injunction, judgment, ruling, law or regulation of any Governmental Authority (as defined in Section 2.12) Law applicable to any of Seller or the Sellers, the Company, the Subsidiaries Purchased Entities or any of their respective properties properties, or (ivd) except for applicable disclosure requirements of the Securities Exchange Act, and the rules and regulations promulgated thereunder, and filings under the HSR Act and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, require the Sellers or the Company or any Subsidiary to obtain or make any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration with, any Governmental AuthorityBody or other third party; provided, excluding from however, that all of the foregoing clauses (ii) representations in respect of Interglas and (iii) above, such violations, conflicts, breaches, defaults, rights Asahi are made by Seller only to the knowledge of termination, cancellation the Seller or acceleration or creation of Encumbrances, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectCompany Executives.

No Approvals or Conflicts. Except as set forth in Section 2.7 of the Disclosure Schedule, the The execution, delivery and performance by the Sellers Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by the Sellers Seller of the transactions contemplated hereby and thereby do not and will not (ia) violate, conflict with or result in a breach by the Sellers or the Company Seller of any provision its organizational documents (including its articles of the Letters Patentincorporation, as amended, or Bylaws bylaws and code of the Company, regulations); (iib) violate, conflict with or result in a breach of any provision of, or constitute a default by the Sellers or the Company Seller (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any payment or other penalty or any right of termination, cancellation cancellation, or acceleration under, loss of right or benefit under, or result in the creation of any Encumbrance upon any of the properties of the Company or the Subsidiaries or on the Sellers' interest in the Shares Sold Assets under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permitPermit, lease, contract, agreement lease or other instrument contract to which any of the Sellers, Seller (with respect to the Company, the Subsidiaries Business) or any of their respective its properties used primarily in the Business may be bound, ; (iiic) violate or result in a breach of any order, injunction, judgment, ruling, law Governmental Order or regulation of any Governmental Authority (as defined in Section 2.12) Law applicable to any of the Sellers, Seller (with respect to the Company, the Subsidiaries Business) or any of their respective its properties used primarily in the Business; or (ivd) require the Sellers or the Company or any Subsidiary to obtain or make any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Person or Governmental Authority, excluding from except with respect to the foregoing clauses (iib), (c) and (iiid) above, such violations, conflicts, breaches, defaults, rights of termination, cancellation or acceleration or creation of Encumbrances, which, individually or in the aggregate, as would not reasonably be expected material to have a Material Adverse Effectthe Business. Schedule 3.5 sets forth all necessary notices, consents, waivers and approvals of parties to any Sold Contracts as are required thereunder in connection with this Agreement and any Ancillary Agreement, or for any such Sold Contract to remain in full force and effect, and without limitation, breach, modification, acceleration, or alteration so as to preserve all rights of, and benefits to the Buyer under such Sold Contracts immediately after the Closing. Following the Closing, the Buyer will continue to be permitted to exercise all rights under the Sold Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Seller otherwise be required to pay pursuant to the terms of such contracts had the transactions contemplated by this Agreement not occurred.

No Approvals or Conflicts. Except as set forth in Section 2.7 3.3 of the Disclosure ScheduleSchedule and, in the case of Solutia, subject to the Approval Order (with respect to the matters not covered by the Initial Relief Order) having been entered and still being in effect and not subject to any stay pending appeal at the time of the Closing, the execution, delivery and performance by the Sellers such Owner of this Agreement and the consummation by the Sellers such Owner of the transactions contemplated hereby to be consummated by it will not (i) violate, conflict with or result in a breach by the Sellers or the Company such Owner of any provision of the Letters Patentany charter, as amended, bylaws or Bylaws equivalent formation or governance document of the Companysuch Owner, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Sellers or the Company such Owner (or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation cancellation, modification or acceleration of or under, or result in the creation of any Encumbrance upon any of the properties of the Company Acquired Assets or the Subsidiaries give to others any interests or on the Sellers' interest in the Shares rights therein under, any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument or understanding to which such Owner is a party, or by which the Business or any of the Sellers, the Company, the Subsidiaries or any of their respective properties Acquired Assets may be boundbound or subject, (iii) violate violate, conflict with or result in a breach of of, any order, injunction, judgment, ruling, law or regulation Law of any Governmental Authority (as defined in Section 2.12) applicable to any of the Sellers, the Company, the Subsidiaries such Owner or any of their respective its properties or the Business, or (iv) require except for applicable requirements of the Sellers or the Company HSR Act or any Subsidiary other Competition/Investment Law, and except for reports to obtain or make be filed under the Exchange Act, require any material order, consentConsent, clearance, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental AuthorityAuthority or other Person, excluding from the foregoing clauses except in each case with respect to subclauses (ii), (iii) and (iii) aboveiv), where such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, rights of termination42 right, cancellation Encumbrance or acceleration requirement does not have, or creation of Encumbrances, whichis not reasonably expected to have, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect or a material adverse effect on the ability of such Owner to consummate the transactions contemplated by this Agreement or the Transaction Documents without material delay.

No Approvals or Conflicts. Except as set forth in Section 2.7 of the Disclosure Schedule, the execution, delivery and performance by the Sellers Seller of this Agreement and the consummation by Seller and the Sellers Subsidiaries of the transactions contemplated hereby will not (i) violate, conflict with or result in a breach by the Sellers Seller or the Company any Subsidiary of any provision of the Letters Patent, as amended, organizational documents or Bylaws the charter (or equivalent) document of the CompanySeller or any Subsidiary, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Sellers Seller or the Company any Subsidiary (or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon any of the properties of any Seller or any Subsidiary included in the Company Assets or the Subsidiaries Compression Services Business or on the Sellers' interest in the Shares Subsidiary Interests under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which Seller, any of the Sellers, the Company, the Subsidiaries Transferred Subsidiary or any of their respective properties may be bound, (iii) violate or result in a breach of any order, injunction, judgment, ruling, law or regulation of any Governmental Authority (as defined in Section 2.12) court or governmental authority applicable to Seller, any of the Sellers, the Company, the Subsidiaries Subsidiary or any of their respective properties or (iv) except for applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and as otherwise set forth in Section 2.7 of the Disclosure Schedule, require the Sellers or the Company or any Subsidiary to obtain or make any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental Authoritygovernmental or regulatory authority, excluding from except, with respect to the foregoing clauses (ii), (iii) and (iiiiv) above, such violations, conflicts, breaches, defaults, rights of termination, cancellation or acceleration or creation of Encumbrances, whichabove as they apply to matters that are not, individually or in the aggregate, material to the conduct of the Compression Services Business, as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of Seller or the Subsidiaries to consummate the transactions contemplated by this Agreement.

No Approvals or Conflicts. Except as set forth in Section 2.7 2.6 of the Disclosure Schedule, neither the execution, execution and delivery by Sellers and performance by the Sellers Company of this Agreement, the Indemnification Escrow Agreement and and, if applicable, the Deposit Escrow Agreement nor the consummation by Sellers and the Sellers Company of the transactions contemplated hereby and thereby will not (i) violate, conflict with or result in a breach by the Sellers or the Company of any provision of the Letters Patent, as amended, charter or Bylaws bylaws of any of the CompanyCompany and the Subsidiaries, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by under, or result in the Sellers termination or cancellation of, or accelerate the Company (or an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration underperformance required by, or result in the creation of any Encumbrance lien, security interest, charge or encumbrance upon any of the properties of any of the Company or and the Subsidiaries or on the Sellers' upon any Seller's interest in the Shares Securities under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument or commitment or obligation to which any Seller or any of the Sellers, the Company, Company and the Subsidiaries or any of their respective properties may be boundbound or affected, (iii) violate or result in a breach of any order, writ, injunction, decree, judgment, ruling, law law, rule or regulation of any Governmental Authority (as defined in Section 2.12) court or governmental authority, domestic or foreign, applicable to any Seller or any of the Sellers, the Company, Company and the Subsidiaries or any of their respective properties properties, or (iv) except for applicable requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and approvals of the Federal Communications Commission (the "FCC") and the Connecticut Department of Public Utility Control (the "PUC"), require the Sellers or the Company or any Subsidiary to obtain or make any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification filing or registration with, any Governmental Authoritygovernmental or regulatory authority or other third party in connection with the execution, excluding from delivery and performance of this Agreement by any Seller or the foregoing Company or to enable the Company and the Included Subsidiaries to continue fully to conduct the Business after the Closing Date in a manner which is in all material respects consistent with that in which it is presently conducted, which, in the case of clauses (ii), (iii) and (iiiiv) above, such violations, conflicts, breaches, defaults, rights of termination, cancellation or acceleration or creation of Encumbrances, whichwould, individually or in the aggregate, would not be reasonably be expected likely to have a Material Adverse Effect. The Company has received from Southern New England Telephone Company ("SNET") a waiver of any and all rights SNET and its affiliates may have with respect to the transactions contemplated by this Agreement. A true and correct copy of the aforementioned waiver has been delivered to Buyer.

No Approvals or Conflicts. Except as set forth in Section 2.7 of the Disclosure Schedule, the The execution, ------------------------- delivery and performance by the Sellers each Company Entity of this Agreement and the Transaction Documents to which it is a party, and the consummation by the Sellers such Company Entity of the transactions contemplated hereby and thereby to be carried out and consummated by it will not (i) violate, conflict with or result in a breach by the Sellers or the such Company Entity of any provision of the Letters Patent, as amended, or Bylaws any Governing Document of the Companysuch Company Entity, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default by the Sellers or the such Company Entity (or create an event which, with notice or lapse of time or both, would constitute such a default) or give rise to any right of termination, cancellation cancellation, modification or acceleration under, or result in the creation of any Encumbrance options, pledges, mortgages, security interests, liens, restrictions on voting or transfer, or other Encumbrances of any nature upon any of the such Company Entity's properties of the Company or the Subsidiaries or on the Sellers' interest in the Shares under, and assets under any material note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument or understanding to which such Company Entity is a party or by which any of the Sellersits properties, the Company, the Subsidiaries assets or any of their respective properties business activities may be bound, (iii) conflict with, violate or result in a breach in any material respect of any order, injunction, judgment, ruling, law or regulation of any Governmental Authority (as defined in Section 2.12) Law applicable to any of the Sellers, the Company, the Subsidiaries such Company Entity or any of their respective properties its properties, assets or business activities, or (iv) except for applicable requirements of any Competition/Investment Law, which are set forth on Schedule 3.3, require the Sellers or the Company or any Subsidiary to obtain or make any material order, consentConsent, clearance, approval or ------------ authorization of, or notice to, or declaration, filing, application, qualification or registration with, any Governmental AuthorityAuthority or other Person, excluding from the foregoing clauses except in each case with respect to subclauses (ii), (iii) and (iii) aboveiv), where such violationsviolation, conflictsconflict, breachesbreach, defaultsdefault, rights right, option, pledge, mortgage, security interest, lien, restriction on voting or transfer, or other encumbrance of termination, cancellation any nature or acceleration or creation of Encumbrances, which, individually or in the aggregate, requirement would not be reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of the Company Entities to consummate the Transactions.